**EXHIBIT 10.50****NON SOLICITATION AND CONFIDENTIALITY AGREEMENT**          THIS NON SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as ofOctober 28, 2005, by and between Francis St. Clair (“Employee”) and Argo-Tech Corporation,a Delaware corporation (the “Company”).          WHEREAS, AT Holdings Corporation, a Delaware corporation, the Company, V.G.A.T. Investors,LLC, a Delaware limited liability company (“Parent”), Vaughn Merger Sub, Inc., a Delawarecorporation and wholly-owned subsidiary of Parent and Greatbanc Trust Company, as Trustee for theArgo-Tech Corporation Employee Stock Ownership Plan are parties to the Agreement and Plan ofMerger, dated as of September 13, 2005 (the “Merger Agreement”), as amended;          WHEREAS, the execution and delivery of this Agreement is a condition to the closing under theMerger Agreement; and          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:     1. Nonsolicitation. For so long as Employee is employed by the Company and for aperiod of two years thereafter, Employee shall not directly or indirectly (i) induce or attempt toinduce any employee of the Company or any of its subsidiaries to leave the employ of the Company orsuch subsidiary, or in any way interfere with the relationship between the Company or anysubsidiary and any employee thereof, including inducing or attempting to induce any union, employeeor group of employees to interfere with the business or operations of the Company or itssubsidiaries, (ii) hire any person who was an employee of the Company or any subsidiary unless atleast twelve months has elapsed since the termination of such employee’s employment with theCompany or any subsidiary, as the case may be, or (iii) induce or attempt to induce any customer,supplier, distributor, franchisee, licensee or other business relation of the Company or anysubsidiary to cease doing business with the Company or such subsidiary, or in any way interferewith the relationship between any such customer, supplier, distributor, franchisee, licensee orbusiness relation and the Company or any subsidiary.     2. Confidential Information. (a) Employee acknowledges that the continued success of the Company and itssubsidiaries and other affiliates depends upon the use and protection of a large bodyof confidential and proprietary information, including, without limitation,confidential and proprietary information now existing or to be developed in the future.“Confidential Information” will be defined to include all information of anysort (whether merely remembered or embodied in a tangible or intangible form or medium)that is (i) related to the Company’s or its subsidiaries’ or other affiliates’ prior,current or potential business or operations and (ii) not generally or publicly known.Confidential Information includes, without limitation, the information, observationsand data of the Company and its subsidiaries and other affiliates including, withoutlimitation, designs, drawings, photographs and other works and reports (including,without limitation, all Company Works); programs,
 

 
   software, source code, object code, diagrams, flow charts, manuals, documentationand databases; know-how, data, designs, specifications, improvements, inventions,devices, new developments, methods and processes, whether patentable or unpatentableand whether or not reduced to practice; all technology and trade secrets;information concerning development, acquisition or investment opportunities in orreasonably related to the Company’s or its subsidiaries’ or other affiliates’business or industry of which Employee is aware or becomes aware during the term ofhis/her employment, the persons or entities that are current, former or prospectivesuppliers or customers of any one or more of them during Employee’s employment withthe Company; development, transition and transformation plans, methodologies andmethods of doing business, strategic, marketing and expansion plans, including plansregarding planned and potential sales, pricing and cost information, financial andbusiness plans, employee, customer and supplier lists and telephone numbers,locations of sales representatives, new and existing programs and services, pricesand terms, customer service, integration processes, requirements and costs ofproviding service, support and equipment; and all similar and related information inwhatever form or medium.  (b) Therefore, Employee agrees that he shall not disclose or use for his ownaccount any of such Confidential Information, except as reasonably necessary for theperformance of his duties under this Agreement, without the prior written consent ofthe Company’s board of directors, unless and to the extent that any ConfidentialInformation (i) becomes generally known to and available for use by the public otherthan as a result of Employee’s breach or actions in violation of this Agreement orother improper acts or omissions to act or otherwise (ii) is required to be disclosedpursuant to any applicable law or court order, provided, however that, Employee mustgive Company prompt written notice of any such legal requirement, disclose no moreinformation than is so required and seek confidential treatment where available, andcooperate fully with all efforts by the Company to obtain a protective order or similarconfidentiality treatment for such information. Upon the termination of Employee’semployment hereunder, or at any other time the Company may request in writing, Employeeagrees to deliver to the Company all memoranda, notes, plans, records, reports,notebooks (and similar repositories of or containing Confidential Information) andother documents (and all copies, summaries and extracts thereof, in whatever form ormedium) relating to the business or operations of the Company or its subsidiaries orother affiliates or that otherwise constitute Confidential Information, and at any timethereafter, if any such materials are brought to Employee’s attention or Employeediscovers them in his possession or control, Employee shall deliver such materials tothe Company immediately upon such notice or discovery.     3. Ownership of Intellectual Property. (a) If Employee creates, invents, designs, develops, contributes to or improves anyworks of authorship, inventions, whether patentable or unpatentable and whether or notreduced to practice, know-how, data, processes, methods, programs,
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   systems, materials, documents or other work product or other intellectual property,either alone or in conjunction with third parties, at any time during Employee’semployment by or engagement with the Company (“Works”), to the extent thatsuch Works were created, invented, designed, developed, contributed to, or improvedwith the use of any Company resources and/or within the scope of such employment orengagement and/or relate to the business or operations, or actual or demonstrablyanticipated research or development, of the Company or its subsidiaries or otheraffiliates (collectively, the “Company Works”), Employee shall promptly andfully disclose such Company Works to the Company. Any copyrightable work fallingwithin the definition of Company Works shall be deemed a “work made for hire” assuch term is defined in 17 U.S.C. § 101. Employee hereby (i) irrevocably assigns,transfers and conveys, to the extent permitted by applicable law, all right, titleand interest in and to the Company Works on a worldwide basis (including, withoutlimitation, rights under patent, copyright, trademark, trade secret, unfaircompetition and related laws) to the Company or such other entity as the Companyshall designate, to the extent ownership of any such rights does not automaticallyvest in the Company under applicable law and (ii) waives any moral rights therein tothe fullest extent permitted under applicable law. Employee agrees that he will notuse any Company Works for his personal benefit, the benefit of a competitor, or forthe benefit of any other person or entity other than the Company. Employee agreesto execute any further documents and take any further actions requested by theCompany to assist it in validating, effectuating, maintaining, protecting,enforcing, perfecting, recording, patenting or registering any of its rightshereunder.  (b) Employee agrees and acknowledges that: (i) the covenants set forth in thisAgreement are reasonably limited in both time and geographical scope and in all otherrespects, (ii) the covenants set forth in this Agreement are reasonably necessary forthe protection of the Company, (iii) the covenants contained herein have been made as amaterial incentive to the Parent to enter into the Merger Agreement.  (c) In the event that, notwithstanding the foregoing, any of the provisions ofSections 1 through 3 of this Agreement shall be declared by anarbitration or a court of competent jurisdiction to be invalid or unenforceable, theremaining provisions thereof shall nevertheless continue to be valid and enforceable asthough said invalid or unenforceable provisions had not been included therein. In theevent that any provision of Sections 1 through 3 shall be declared by acourt of competent jurisdiction to exceed the maximum restrictiveness such court deemsreasonable and enforceable, the term, condition or aspect deemed reasonable andenforceable by the court shall be incorporated into the applicable section of thisAgreement, shall replace the term, condition or aspect deemed by the court to beunreasonable and unenforceable, and shall remain enforceable to the fullest extentpermitted by law.
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 (d) Employee recognizes and affirms that in the event of his breach of anyprovision of this Agreement, money damages would be inadequate and the Company wouldhave no adequate remedy at law. Accordingly, Employee agrees that in the event of abreach or a threatened breach by Employee of any of the provisions of this Agreement,the Company, in addition and supplementary to other rights and remedies existing in itsfavor, may apply to any court of law or equity of competent jurisdiction for specificperformance and/or injunctive or other relief in order to enforce or prevent anyviolations of the provisions hereof (without posting a bond or other security).     4. Notices. All notices, demands or other communications to be given or deliveredunder or by reason of the provisions of this Agreement will be in writing and will be deemed tohave been given when delivered personally, mailed by certified or registered mail, return receiptrequested and postage prepaid, or sent via a nationally recognized overnight courier, or sent viafacsimile to the recipient with telephonic confirmation by the sending party. Such notices, demandsand other communications will be sent to the address indicated below:To the Company:Argo-Tech Corporation