Non-Competition Agreement

THIS AGREEMENT made as of [Date (ie. July 31, 2002)] A M O N G: [NAME OF SELLER], of [Address of Seller] (the "Seller") - and [NAME OF BUYER], of [Address of Buyer] (the "Buyer") - and [NAME OF CORPORATION], a corporation incorporated under the laws of the State of [State of Incorporation of Corporation (ie. California)], with its principal place of business at [Address of Corporation] (the "Corporation") WHEREAS: (A) (B) (C) The Corporation is engaged in the business of [Describe Business of Corporation (ie. an Automobile Dealership)] (the “Business”); The Seller owns shares in the capital of the Corporation; Contemporaneously with the execution of this Agreement, the Buyer is purchasing all of the shares in the capital of the Corporation (the “Shares”) pursuant to the terms of a share purchase agreement dated as of [Date of Asset or Share Purchase Agreement] (the “Purchase Agreement”) among the Corporation, the Buyer and the Seller; By reason of the Seller’s involvement in the Corporation, the Seller has obtained certain knowledge, expertise and contacts in the industry of which the Corporation is a part, and, in the absence of any restrictions, the Seller could cause competitive harm to the Corporation, and its successor corporations, if such knowledge, expertise and contacts were made available to another business; The purchase of the Shares by the Buyer will be of direct and substantial benefit to the Seller;

(D)

(E)

-2(F) The Corporation, and its Affiliates, successors and assigns, will engage in the Business throughout [Describe Territory in which the Business is carried on (ie. Los Angeles, California)]; To induce the Purchaser to enter into the Purchase Agreement, and as a material and essential condition to such Purchase Agreement, the Corporation and the Seller have reached an understanding pursuant to which, among other things, the Seller shall refrain from engaging in activities competitive with the Corporation and its Affiliates for a reasonable period of time on the terms and conditions set forth in this Agreement;

(G)

NOW THEREFORE, for and in consideration of the direct and indirect benefits which the Seller will receive from the sale of the Shares to the Buyer and the covenants and agreements contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Corporation and the Seller hereby agree as follows: 1. Definitions In this Agreement, unless the context or subject matter otherwise requires: (a) (b) (c) (d) 2. “Affiliate” means any corporation or entity controlled by or under common control with the Corporation; “Business” has the meaning given to it in Recital A; “Restricted Period” means a five (5) year period ending on the fifth anniversary of the date of this Agreement; and “Territory” means [Describe Territory in which the Business is carried on which you wish to restrict (ie. Los Angeles, California)].

Covenants of Seller Seller hereby agrees and covenants as follows: (a) Confidentiality. The Seller acknowledges that, as a result of his prior relationship with the Corporation and the provision of services by the Seller to the Corporation in the past and in the future, he has and will continue to have access to information whether or not reduced to writing (including, without limitation, trade secrets, confidential and proprietary information, product information, engineering information, manufacturing information, customer lists, company policies and procedures, and financial information (including results, budgets, and other financial plans and systems), all computer source code in both source code and object code, documentation, systems, specifications, know-how, improvements, inventions, programming techniques, processes, modifications, and details of all

-3research and developments, all computer lists, customer data, payroll and financial information, marketing data and strategies, trade secrets, business acquisition plans and other business information related to the Business of the Corporation and its Affiliates and software programs, manuals, documentation or other information provided to the Corporation or its Affiliates by third parties pursuant to a non-disclosure agreement (the “Confidential Information”). The Seller further acknowledges and agrees that such Confidential Information is valuable to the Corporation, that its protection and maintenance constitutes a legitimate interest to be protected by the Corporation, and that the use of any such Confidential Information or disclosure of any such Confidential Information to competitors of the Corporation or the public, would be detrimental to the best interests of the Corporation. The Seller, therefore, covenants and agrees with the Corporation that he will not for any reason, during the Restricted Period, directly or indirectly, use or disclose to anyone (except employees of the Corporation who need such information to perform their official duties), whether or not for Seller’s benefit or otherwise, any Confidential Information. Notwithstanding the foregoing, Seller will not be subject to the restrictions set forth in this Agreement with respect to information which becomes generally available to the public other than as a result of (i) disclosure by Seller, (ii) the breach by Seller of Seller’s obligations under this Agreement, or (iii) disclosure by Seller in violation of his duty of confidentiality to the Corporation. If Seller becomes legally compelled to make any disclosure prohibited by this Agreement, (i) Seller shall provide the Corporation with prompt notice of such occurrence so that the Corporation may seek an appropriate protective order, and (ii) Seller shall disclose only that information which is legally compelled and Seller shall make reasonable efforts to obtain confidential treatment for any information so disclosed. (b) Non-Competition The Seller acknowledges that, as a result of his relationship to the Corporation and the provision of services by the Seller to the Corporation following the completion of the transaction contemplated in the Purchase Agreement, he has and will continue to have access to confidential information of the Corporation and that such information is valuable to the Corporation. Therefore, the Seller covenants and agrees with the Corporation that he will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Seller’s name, likeness, signature or any similar identification to, lend Seller’s credit to, or render services or advice to, any business whose services, products or activities engage in whole or in part in the Business during the Restricted Period anywhere in the Territory.

-4Seller agrees that this covenant is reasonable with respect to its duration, territory, and scope. (c) Non-Solicitation and Non-Hire During the Restricted Period, Seller will not, directly or indirectly, either for himself or any other person or entity, (i) induce or attempt to induce any employee of the Corporation to leave the employ of the Corporation, (ii) in any way interfere with the relationship between any of the Corporation and any employee of the Corporation, (iii) employ, or offer to employ or otherwise engage as an employee, independent contractor, executive or otherwise (any of the foregoing being a “Worker”), any Worker for any of the Corporation, or any person who was a Worker for any of the Corporation at any time within the six (6) month period prior to the date of such employment by Seller, directly or indirectly, provided, however, that the foregoing provision shall not apply to any Worker who was terminated (with or without cause) by the Corporation, (iv) solicit, entice, canvas, gain the custom of or induce or attempt to solicit, entice, canvas, gain the custom of or induce any customer, Seller, supplier, licensee, Worker or business relation of the Corporation to cease doing business with the Corporation, or in any way interfere with the relationship between any of the Corporation and any customer, supplier, licensee, Worker or business relation of the Corporation, or (v) provide or offer to provide any of the services or similar services of the Corporation, to any customer of the Corporation. During the Restricted Period, Seller will not, directly or indirectly, either for himself or any other person or entity, solicit the business of any person or entity known to Seller to be a customer of the Corporation, whether or not Seller had personal contact with such person or entity, with respect to products, services or activities which engage in whole or in part in the Business. Seller will not, at any time during or after the Restricted Period, disparage any of the Corporation, or any of their respective Sellers, directors, officers, employees or agents (d) Enforceability of Restrictions Seller confirms that all restrictions in this Agreement are reasonable and valid, and waives all defenses to the strict enforcement thereof. (e) Severability

-5The parties acknowledge that the laws and public policies of The United States of America, the State of [State (ie. California)] and other jurisdictions might differ as to the validity and enforceability of the covenants contained in this Agreement. It is the intention of the parties that the provisions of this Agreement shall, to the fullest extent permissible under the law and public policy, be enforced by the courts of each jurisdiction in which enforcement is sought, and that the unenforceability (or the modification necessary to conform the covenants contained in this Agreement with such law and public policy) of any part of this Agreement shall not be deemed to render unenforceable any other part of this Agreement. Accordingly, if any provision of this Agreement is deemed too restrictive by any court of competent jurisdiction in any proceeding involving the validity of such provision, the court may reduce, and it is the parties’ intention that the court should reduce, the offending provision to the maximum restriction the court deems reasonable under the circumstances. The parties agree that if any provision of this Agreement is held to be invalid or against public policy, the remaining provisions of this Agreement are severable and shall not be affected thereby. (f) Extension of Restricted Period If Seller breaches any provision of this Agreement, then, in addition to the other rights or remedies available to the Corporation as a result thereof, the Corporation shall have the right to extend the period during which the provisions of this Agreement are in effect by a period of time equal to the duration of such breach. 3. Rights and Remedies upon Breach If Seller breaches any provision of this Agreement, then the Corporation shall have the following rights and remedies, which shall be independent of the other and severally enforceable and all of which shall be in addition to and not in lieu of any other rights and remedies available to the Corporation under law or in equity: (a) The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, including relief by way of injunction, restraining order or decree, it being acknowledged and agreed by Seller that the scope of the provisions of this Agreement are reasonable in light of the confidential and proprietary information to which Seller has had access, and that any such breach will cause irreparable injury to the Corporation’ Business and that any monetary damages will not provide adequate remedy to the Corporation, and that compliance with such provisions will not be an unreasonable hardship on Seller or deprive Seller of a means of livelihood; or

-6(b) The right and remedy to have a court of equity jurisdiction require Seller to account for and pay over to the Corporation all compensation, profits, money, accruals, increments or other benefits wrongfully derived or received by Seller as the result of any actions constituting a breach by Seller of any provision of this Agreement.

4.

Miscellaneous (a) Notices Any notices or other communications required or permitted hereunder to any party hereto shall be sufficiently given when delivered in person, or when sent by certified or registered mail, postage prepaid, or one business day after dispatch of such notice with an overnight delivery service, or when sent by facsimile machine if an answer back is received by the sender, in each case addressed as follows: In the case of the Corporation: [Name of Corporation] [Address of Corporation] Attention: Fax No.: In the case of Seller: [Attention] [Fax No. of Corporation]

[Name of Seller] [Address of Seller] Attention: Fax No.: [Attention] [Fax No. of Seller]

(b)

Successors and Assigns This Agreement shall inure to the benefit of and be binding upon the Corporation and its successors and assigns, and be binding upon the Seller, but the Seller’s rights and duties hereunder are personal to the Seller and shall not be subject to voluntary or involuntary alienation, assignment or transfer. The Corporation shall have the right to assign its rights and obligations under this Agreement.

(c)

Governing Law; Choice of Forum; Waiver of Jury Trial This Agreement shall be governed by and construed and interpreted according to the internal laws of the State of [State (ie. California)], determined without reference to conflicts of law principles. Any action or proceeding seeking to enforce any

-7provision of, or based on any right arising out of, this Agreement may be brought against the Corporation or Seller in the courts of the State of [State (ie. California)], and the Corporation and Seller consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on the Corporation or Seller anywhere in the world. If any litigation occurs under this Agreement, then the prevailing party shall be entitled to recover from the non-prevailing party in such litigation, the amount of the prevailing party’s legal fees, court costs and other litigation expenses, and the court is authorized in any such litigation to make a determination as to the identity of the prevailing party and to make an award of such fees and expenses to such party. The parties hereby mutually waive any rights to trial by jury in connection with any litigation under this Agreement. (d) Entire Agreement All prior negotiations and agreements between the parties hereto with regard to the subject matter hereof are superseded by this Agreement, and there are no representations, warranties, understandings or agreements with respect to the subject matter hereof other than those expressly set forth herein, except as modified in writing concurrently herewith or subsequent hereto. (e) Waivers and Amendments The parties hereto may, by written agreement: (i) extend the time for the performance of the obligations or other acts of the parties hereto; (ii) waive any inaccuracies in the representations contained in this Agreement; (iii) waive compliance with, or modify, any of the covenants or conditions contained in this Agreement; and (iv) waive or modify performance of the obligations of the parties hereto; provided, however, that no such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall operate as a waiver of, or an estoppel with respect to, any subsequent insistence upon such strict compliance other than with respect to the matter so waived or modified. (f) Counterparts This Agreement may be executed in one or more counterparts, via facsimile transmission or otherwise, all of which taken together shall constitute one instrument.

-8(g) Headings The headings in the sections and subsections of this Agreement are inserted for convenience only and in no way alter, amend, modify, limit or restrict the contractual obligations of the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

Witness

[NAME OF SELLER]

Witness

[NAME OF BUYER]

[NAME OF CORPORATION] Per: Name: Title: