| NON-COMPETITION AND NON-DISCLOSURE AGREEMENT | |
| -------------------------------------------- | |
| THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made | |
| and entered into as of the 1st day of April, 2003, by and between BELCAN | |
| CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New | |
| Jersey corporation ("ARC"). | |
| All initially capitalized terms not otherwise | |
| defined shall have the meanings ascribed to them in the Purchase Agreement | |
| (later defined). | |
| WHEREAS, the parties hereto are parties to a certain Stock Purchase | |
| Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant to | |
| which ARC agreed to sell to Belcan the Purchased Shares in the Company; | |
| WHEREAS, ARC will receive valuable consideration from Belcan for the sale | |
| of the Purchased Shares in the Company and will also receive the Note as | |
| additional consideration for its covenants contained herein; | |
| WHEREAS, ARC has had access to all material and otherwise confidential | |
| information relating to the Company; | |
| WHEREAS, the Company is engaged in the business of providing on-line | |
| training to professionals in the medical arena (the "Business"); | |
| WHEREAS, Belcan would not be willing to enter into the Purchase Agreement | |
| without the agreement of ARC to execute this Non-Competition and Non-Disclosure | |
| Agreement, and Belcan has expressly conditioned its obligations under the | |
| Purchase Agreement on the entering into of this Non-Competition and | |
| Non-Disclosure Agreement. | |
| NOW, THEREFORE, in pursuance of the above and in consideration of the terms | |
| and conditions contained herein and for other good and valuable considerations, | |
| the receipt and sufficiency of which are hereby acknowledged, the parties agree | |
| as follows: | |
| 1. | |
| Non-Disclosure of the Company's Confidential Information and Trade | |
| ----------------------------------------------------------------------- | |
| Secrets. | |
| ARC has learned trade secrets and confidential information of the | |
| ------- | |
| Company, including, but not limited to, the software of the Company, marketing, | |
| price information, customer lists, identities of customer contact persons, lists | |
| of prospective customers, market research, sales systems, marketing programs, | |
| budgets, pricing strategy, identity and requirements of national accounts, | |
| methods of operating, other trade secrets and confidential information regarding | |
| customers and employees of the Company or its customers and other information | |
| about the Company's Business that is not readily known to the public and gives | |
| the Company an opportunity to obtain an advantage over competitors who do not | |
| know such information (collectively, the "Confidential Information"). | |
| ARC | |
| acknowledges that the Company has invested substantial sums in the development | |
| of its Confidential Information. | |
| ARC covenants and agrees that they will not, | |
| directly or indirectly, disclose or communicate to any person or entity any | |
| Confidential Information of the Company; except (i) in connection with the | |
| enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise | |
| <PAGE> | |
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| required by law. | |
| This covenant has no geographical or territorial restriction or | |
| limitation and applies no matter where ARC may be located in the future. | |
| 2. | |
| Non-Solicitation Covenant. | |
| For a period of five (5) years from the date | |
| -------------------------- | |
| hereof, ARC, acting either directly or indirectly, through any other person, | |
| firm, or corporation, covenants and agrees not to (i) induce or attempt to | |
| induce or influence any employee of the Company to terminate employment with the | |
| Company when the Company desires to retain that person's services; (ii) in any | |
| way interfere with the relationship between the Company and any employee of the | |
| Company; or (iii) employ, or otherwise engage as an employee, independent | |
| contractor or otherwise, any employee of the Company. | |
| 3. | |
| Non-Competition. | |
| For a period of five (5) years from the date hereof, | |
| --------------- | |
| ARC shall not, acting directly or indirectly, (i) have any ownership interest in | |
| any competing business, (ii) call on, solicit or have business communications | |
| with respect to a competing business with any of the Company's customers or | |
| prospective customers for the purpose of obtaining competing business from such | |
| customer or prospective customer other than for the benefit of the Company, or | |
| (iii) participate in the formation or start-up of a competing business. | |
| As used | |
| in this Agreement, the term "competing business" means any business competing | |
| with the Company for the Company's Business anywhere in the United States. | |
| As | |
| used in this Agreement, the term "customer" means any customer of the Company | |
| whose identity ARC learned through ARC's ownership of the Company or with whom | |
| ARC had business contact during the twelve (12) months immediately prior to the | |
| date hereof. | |
| 4. | |
| Return of Confidential Information. | |
| Upon the Closing (as defined in the | |
| ----------------------------------- | |
| Purchase Agreement) of the transactions contemplated by the Purchase Agreement, | |
| ARC agrees that all copies and originals of all documents and other materials | |
| containing or referring to the Company's Confidential Information as may be in | |
| ARC's possession, or over which ARC may have control, shall be delivered by ARC | |
| to Belcan immediately, with no request being required. | |
| 5. | |
| Injunctive Relief. | |
| ARC acknowledges and agrees that a breach of any of | |
| ------------------ | |
| the covenants set forth in this Agreement will cause irreparable injury and | |
| damage to Belcan for which Belcan would have no adequate remedy at law, and ARC | |
| further agrees that in the event of said breach, Belcan, without having to prove | |
| damages, shall be entitled to an immediate restraining order and injunction to | |
| prevent such violation or continued violation, and to all costs and expenses, | |
| including Belcan's reasonable attorney fees, in addition to any other remedies | |
| to which Belcan may be entitled at law or equity. | |
| 6. | |
| Severability. | |
| If any provision of this Agreement is held to be illegal, | |
| ------------- | |
| invalid, or unenforceable in any respect, Belcan and ARC agree that such term or | |
| provision shall be deemed to be modified to the extent necessary to permit its | |
| enforcement to the maximum extent permitted by applicable law. | |
| 7. | |
| Assignment. | |
| This Agreement shall be binding upon and inure to the | |
| ----------- | |
| benefit of Belcan, its successors and assigns. | |
| 8. | |
| Governing Law, Forum Selection, and Consent to Personal Jurisdiction. | |
| ------------------------------------------------------------------------ | |
| This Agreement shall be governed by the laws of the State of Ohio. | |
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| The remainder of this page intentionally left blank. | |
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| IN WITNESS WHEREOF, the parties have executed this Agreement as of the date | |
| and year first above written. | |
| WITNESSES: BELCAN CORPORATION | |
| BY: /s/Richard J. Lajoie, Jr. | |
| ----------------------------- | |
| Richard J. Lajoie, Jr. | |
| Vice President | |
| ARC COMMUNICATIONS, INC. | |
| BY: /s/ Michael Rubel | |
| ----------------------------- | |
| Michael Rubel | |
| Chief Operating Officer | |