Donald L. Chiappetti and Mary K. Chiappetti - Page 3

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          purchase price to be paid by Donald C. Chiappetti under the                 
          purchase contract to various items, including an item referred to           
          in that exhibit as a "Covenant Not to Compete executed by Dr.               
          Donald L. Chiappetti" and an item referred to in that section as            
          a "Covenant Not to Compete".                                                
               The purchase contract contained the following language with            
          respect to a covenant not to compete:                                       
                    Section 7.  Covenant Not to Compete.  In connec-                  
               tion with the sale of the above-mentioned assets,                      
               Donald L. Chiappetti (the sole shareholder of Seller)                  
               agrees that he will not, for a period of five (5) years                
               from the date of closing, engage in the practice of                    
               general dentistry within a ten (10) mile radius of the                 
               office located at 7125 E. Lincoln Drive, Scottsdale,                   
               Arizona 85253.  Donald L. Chiappetti agrees to honor                   
               the spirit of this covenant and specifically agrees not                
               to solicit patients treated at said location in the                    
               event he practices elsewhere in the future.                            
                    Purchaser agrees that, in the event of a default                  
               by him on any Promissory Note to Seller, that [sic]                    
               Purchaser will not engage in the practice of general                   
               dentistry within a radius of ten (10) miles from the                   
               above referenced location for a period of five (5)                     
               years from the date of default.  Purchaser further                     
               agrees that, in the event of such default, any Covenant                
               Not to Compete that has been provided by Donald L.                     
               Chiappetti will be of no further force and effect.                     
               Although petitioner signed the purchase contract on behalf             
          of CPC as its "President", because Donald C. Chiappetti wanted              
          petitioner to execute the above-quoted covenant not to compete in           
          his individual capacity, that covenant was executed by "Donald L.           
          Chiappetti, Individually".  (We shall refer to the covenant not             
          to compete that is contained in section 7 of the purchase con-              





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Last modified: May 25, 2011