R. William Becker and Mary Ann Becker - Page 6

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                    warrants that he has removed therefrom his                        
                    personal effects only and all files, documents,                   
                    data, and any information whatever pertaining to                  
                    the business of the Buyer will remain the property                
                    of the Buyer and will remain on the Buyer’s                       
                    premises.                                                         
                              *    *    *    *    *    *    *                         
                         6.  COMPETITION:  The Seller, R. William                     
                    Becker, will be free to engage in any and all                     
                    aspects of the citrus industry, including the                     
                    growing, picking, and packing of citrus fruit,                    
                    except that, for a period of three (3) years from                 
                    closing, Seller shall not directly or indirectly                  
                    engage in the processing or sale of citrus                        
                    concentrate or fresh juices; provided further,                    
                    Seller covenants and agrees that he will not                      
                    solicit the company’s existing customers or in any                
                    way interfere with the Company’s presently-                       
                    existing business relationships, nor will he                      
                    provide to any person, firm or corporation any                    
                    information concerning the present business of                    
                    BECKER HOLDING CORPORATION that is not public                     
                    knowledge, including without limitation, the terms                
                    of said Company’s agreement with Coca-Cola Company                
                    or its subsidiaries, the Company’s customer lists,                
                    the Company’s marketing strategy, the Company’s                   
                    financial data, or other internal marketing or                    
                    production information of BECKER HOLDING                          
                    CORPORATION.  The Seller will not in any way take                 
                    any action that would lead to impairment of the                   
                    Buyer’s currently-existing banking relationships.                 
                    * * *                                                             
               At the closing on April 1, 1991, BHC paid William Becker $5            
          million as a downpayment.  BHC also executed a promissory note              
          for $18,953,934, payable to William Becker, requiring annual                
          payments of $5 million per year, including interest, on the first           
          day of April each year up to and including April 1, 1996.  The              
          promissory note stated in part that “This note is issued pursuant           
          to that certain Agreement dated March 15, 1991, by and between              





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