Cross Promotion Agreement

COVENANT NOT TO COMPETE

AGREEMENT made this the day of , , between , a corporation organized and existing under the laws of the State of , hereinafter called "," and of , hereinafter called "."

W I T N E S S E T H:

WHEREAS, , hereinafter called "," has agreed to sell all of its right, title and interest in and to all of the furniture, equipment, fixtures, supplies, motor vehicles, goodwill and miscellaneous inventory, relating to ; and

WHEREAS, is the sole shareholder in ;

and

WHEREAS, has agreed to purchase said furniture, equipment, fixtures, supplies, motor vehicles, goodwill and miscellaneous inventory from , with the understanding that will enter into this Covenant Not to Compete; and

WHEREAS, has agreed to enter into this Covenant Not to Compete provided pays the sum of cash; and

WHEREAS, shall be engaged in the foundation and structural repair business and has gained access to certain confidential information and knowledge about the business policies, accounts, procedures and methods to be used by with regard to its business; and

WHREAS, this Covenant is required for the fair and reasonable protection of the business of , and without the restrictions on the activities of imposed by this Covenant, the business of could suffer significant damage.

NOW, THEREFORE, for and in consideration of the sum of paid by to , the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants and promises contained herein, the undersigned and do hereby bind themselves and fully agree as follows, to-wit:

1. From and after the date hereof, will not directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected in any manner, whether as owner, agent, salesman, employee, shareholder or otherwise, in the foundation and structural repair business within the States of for a term of (_) years from the date hereof. The purpose or object of this Covenant (also referred to herein as "Agreement") is to prohibit from engaging in a business competing with within the States of for a term of ( ) years from the date hereof.

2. Notwithstanding the foregoing, reserves the right to operate as a consultant in the business of foundation and structural repair services.

3. Notwithstanding the foregoing, may act as a supervisor in the business of foundation and structural repair services, but only with the permission of .

4. further agrees that for a period of (_) years from the date hereof, he will not directly or indirectly use or disclose for his benefit or for the benefit of another any of trade secrets, lists of customers, price lists, or such other confidential or proprietary information, whether or not the information has been, or is, acquired, learned, attained or developed by alone or in conjunction with others.

5. agrees that the remedy at law for any breach by them of any of the foregoing provisions will be inadequate, and shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages, should violate the terms of this Covenant.

6. In the event that the provisions of this Agreement should ever be deemed to exceed the time, geographic or occupational limitations permitted by applicable laws, then this Covenant Not to Compete shall be reformed to the maximum time, geographic or occupational limitations permitted by the applicable laws.

7. This Agreement cannot be changed or terminated orally, and no waiver of compliance with any provision or condition hereof, and no consent provided for herein shall be effective unless evidenced by an instrument in writing duly executed by the party hereto sought to be charged with such waiver or consent.

8. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by which is not embodied in this Agreement, and neither nor shall be bound by, or liable for, any alleged representation, promise, inducement, or statement or intention not embodied herein.

9. This Agreement shall be construed and enforced in accordance with the laws of the State of .

10. In the event of litigation arising out of this Covenant, the prevailing party or parties shall be entitled to recover, and in addition to the relief granted, all costs incurred, including reasonable attorneys' fees.

11. This Agreement may be signed in any number of counterparts with the same effect as if the signature to each such counterpart were upon the same instrument.

12. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their respective successors, heirs, assigns, executors and administrators.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the day and year first above written.

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said County and State, on this day of , , within my jurisdiction, the within-named , who acknowledged that she is President of , a Corporation, and that, for and on behalf of the said corporation and as its act and deed, she executed the above and foregoing instrument, after first having been duly authorized by said Corporation so to do.

NOTARY PUBLIC

My Commission Expires:

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said County and State, on this day of , , within my jurisdiction, the within-named , who acknowledged that he executed the above and foregoing instrument.

NOTARY PUBLIC

My Commission Expires: