William Norwalk, Transferee, et al. - Page 6

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               of employment, disclose the list of the Corporation's                  
               clients or any part of it to any person, firm,                         
               corporation, association, or other entity for any                      
               reason or purpose whatsoever.  In the event of a breach                
               or threatened breach by Employee of the provisions of                  
               this Paragraph, the Corporation shall be entitled to an                
               injunction restraining Employee from disclosing, in                    
               whole or in part, the list of the Corporation's                        
               clients, or from rendering any services to any person,                 
               firm, corporation, association, or other entity to whom                
               the list, in whole or in part, has been disclosed or is                
               threatened to be disclosed.  Nothing in this Agreement                 
               shall be construed as prohibiting the Corporation from                 
               pursuing any other remedies available to the                           
               Corporation for disclosure, including the recovery of                  
               damages from Employee.                                                 
               *     *     *     *     *     *    *                                   
                    11.  On the termination of this Agreement,                        
               Employee shall not be entitled to keep or preserve                     
               records or charts of the Corporation as to any client                  
               unless a client specifically requests a different                      
               disposition of those records, and in no event shall                    
               Employee be entitled to the records of clients not                     
               served by him.                                                         

               Subsequent to the term of the shareholders' respective                 
          agreements with the corporation, no other agreements between the            
          shareholders and the corporation were entered into.  Accordingly,           
          Messrs. DeMarta and Norwalk were not bound by any covenant not to           
          compete on June 30, 1992.                                                   
               As of June 30, 1992, in addition to the shareholders, the              
          corporation had eight employees, four of whom were accountants.             
          No other employee of the corporation signed any employment                  
          agreement with the corporation.                                             

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