THIS NON-SOLICITATION AGREEMENT is made this __________ day of __________________ 1994, by and between John Doe, residing at [address] and ABC, Inc., a [specify state] corporation, doing business at [business address], hereinafter referred to as "Company".

R E C I T A L

Concurrently with the execution of this Agreement the Company and John Doe entered into an agreement ("Stock Purchase Agreement") providing for the sale by John Doe of his entire stock interest in the Company and his resignation as an officer, director, and employee of the Company, and a Consulting Agreement ("Consulting Agreement"). The parties now desire to provide for a restriction upon John Doe for the Company's benefit from the solicitation by John Doe of the Company's business accounts.

NOW, THEREFORE, it is agreed as follows:

1. For a period of five (5) years from the date hereof, John Doe shall not directly or indirectly, within 100 miles from the City of [city of operation], solicit orders from any of the Company's accounts, a schedule of which is annexed hereto and made a part hereof.

   This covenant shall apply to John Doe as an individual for his own account, as a partner or joint venturer, as an employee, agent, or salesman for any person, as an officer, director, or shareholder of a corporation, or otherwise. Solicitation or acceptance of orders outside the restricted territory for shipment to, or delivery in, such territory shall constitute a violation of this Agreement. This covenant shall be construed as an agreement independent of any other provision in the Stock Purchase Agreement or the Consulting Agreement.

   The existence of any claim or cause of action by John Doe against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant.

   The parties agree that there is no adequate remedy at law for the breach of this covenant; accordingly the Company shall have the right to enjoin such violation by injunction or other equitable remedy.

2. In consideration of this covenant not to solicit the Company's business accounts, the Company shall pay to John Doe, the following consideration: the sum of [amount] in [number of payments agreed upon] equal consecutive monthly installments of which shall become due on the first day of each calendar month following the execution of this Agreement, without interest. The first installment shall commence on [date of first payment], and shall continue on the first day of each successive month thereafter.

3. If the Company defaults in the timely payment of any installment under the Agreements, John Doe shall be released from the obligation of the covenant set forth herein, and at his option may declare the full unpaid balance of the consideration immediately due and payable; provided however, that any such default shall not become effective to permit the release of the covenant or the acceleration of the unpaid installments unless and until John Doe has notified the Company of such default in writing and has given the Company at least ten business days in which to cure the default.

4. The installment payments shall be made to John Doe at his address set forth above, or to such other address as he may designate by written notice to the Company by registered or certified mail, return receipt requested, and, if mailed, shall be deemed to have been given three days following the date of the posting of the mail.

5. This Agreement shall be governed by the laws of the State of [state of operation].

6. This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof, and may not be charged without the written consent of both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year set forth above.