Fill and Sign the Is Incorporated Herein by Reference or by Attachment Hereto Form

- 1 - NON-COMPETITION AGREEMENT THIS AGREEMENT is made this ____ day of _________, 20__ by and between _______________, a _______________ corporation (the "Purchaser") and _______________ (the "Seller") under the following circumstances: A. On _______________, 20__, Purchaser and Seller entered into an Asset Purchase Agreement ("Purchase Agreement") pursuant to which Purchaser agreed to purchase from Seller certain assets devoted to the design, manufacture and sale of plastic injection molds, dies, fixtures and other tooling at the facilities of Seller located at _______________, _______________, _______________. B. The Purchase Agreement provides that Purchaser and Seller will enter into this Non-competition Agreement at the closing of the transactions contemplated by the Purchase Agreement as an inducement to Seller and Purchaser to enter into the Purchase Agreement. C. The value of the Business and the value of the Retained Business would be severely affected and materially impaired if the Seller and the Purchaser were to enter into full competition with each other. D. Execution of this Non-competition Agreement is a material condition to Purchaser's agreement to acquire the Business and to Seller's agreement to sell the Business. NOW, THEREFORE, the parties agree as follows: Section 1. Definitions. Except as otherwise indicated, capitalized terms used herein are defined as set forth in the Purchase Agreement. As used in this Non-competition Agreement, the following terms have the following meanings: 1.1 "Confidential Information" means (i) any information with respect to Purchaser's or Seller's customers, accounts, costs, plans, business policies, programs, formulae, products, know-how, trade secrets, suppliers, pricing policies or rates, marketing techniques, or any other information which may now or in the future be considered by Purchaser or Seller to be confidential or proprietary, (ii) reports, memoranda, correspondence, and other writings belonging to Purchaser or Seller, which may have been produced by or come into the possession of Purchaser or Seller in the course of its ownership or operation of the Business or the Retained Business, excluding any of the foregoing which is in the public domain. 1.2 "Retained Business" means the business and assets of Seller being retained by it. 1.3