EXHIBIT
10.3




FORM OF




AGREEMENT NOT TO
COMPETE




I
recognize that The L.S. Starrett Company, a Massachusetts corporation (the
“Company”, which term includes its subsidiaries and affiliated entities) desires
to retain me in its employ, to safeguard its trade secrets, confidential
business information and customer good will, and to ensure that I do not compete
with the Company, as specified below, in the event my employment with the
Company is terminated.




In
consideration of the terms of that certain Change in Control Letter Agreement
from the Company to me dated the same date as this Agreement, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, I agree
as follows:




1.  I will
not, for a period of 18 months commencing with the termination of my employment
with the Company for any reason, engage (directly or indirectly) in any
activities or render any services similar or reasonably related to those in
which I was engaged or those that I rendered as an employee of the Company
during any part of the two-year period preceding my termination, for any trade
or business which competes with the Company in any place where the Company does
or may do business or in any line of business engaged in (or planned to be
engaged in) by the Company, whether now existing or hereafter
established.  I will not engage in such activities or render such
services for myself or on behalf of any other person or entity engaged or about
to become engaged in such competitive activities.




2.  I agree
that for a period of one (1) year following the termination of my employment
with the Company for any reason, I will not solicit or in any manner encourage
or induce employees of the Company to leave their employ; nor will I attempt to
induce any customers, suppliers, distributors, licensors, or licensees to
terminate or diminish their relationships with the Company; nor will I in any
manner assist or attempt to assist any third party to do any of the
foregoing.  I further agree that, during such period, I will not offer
or cause to be offered employment to any person who was employed by the Company
at any time during the six (6) months prior to the termination of my employment
with the Company.




3.  During
the course of my employment by the Company, I will learn of the Company’s trade
secrets and confidential information or confidential information entrusted to
the Company by other persons, corporations, or firms.  The Company’s
confidential information includes matters not generally known outside the
Company, such as developments relating to existing and future products and
services marketed or used by the Company, as well as data relating to the
general business operations of the Company (e.g., concerning
sales, costs, profits, organizations, customer lists, pricing methods,
etc.).  I agree not to disclose to others any trade secrets or
confidential information of the Company or of such other persons, corporations,
or firms, or otherwise make use of such trade secrets or confidential
information, except on the Company’s behalf, whether or not such information is
produced by my own efforts, with others, and whether on or off the Company's
premises.  I further agree that I am bound by the terms of any
agreement between the Company and any third party with respect to the treatment
of confidential information of any such third party, including but not limited
to the customers and vendors of the Company.  Also, I may learn of
developments, ways of business, etc., which in themselves are generally known
but whose use by the Company is not generally known, and I agree not to disclose
to others such use, whether or not such use is due to my own
efforts.




4.  Upon
termination of my employment for any reason, I agree to leave with the Company
all records, drawings, notebooks, documents and other materials pertaining to
the Company’s confidential information, whether prepared by me or others, and
further agree to make no copies, reproductions or derivations of
same.  I further agree to return to the Company any and all equipment,
tools or other devices owned by the Company that may then be in my possession or
control.







5.  My
obligations under this Agreement are in addition to any and all obligations I
may now or hereafter have under any policy or procedure implemented by the
Company with respect to any of the matters covered by this
Agreement.




6.  My
obligations under this Agreement will survive the termination of my employment,
regardless of the manner of such termination, and will be binding upon my heirs,
executors, administrators and assigns.




7.  I agree
that, in addition to any other rights and remedies available to the Company for
any breach by me of my obligations hereunder, the Company will be entitled to
enforcement of my obligations hereunder by court injunction (without the
necessity of posting a bond).  The Company shall additionally be
entitled to an award of its attorney's fees incurred in enforcing its rights
hereunder.




8.  If any
provision of this Agreement is declared invalid, illegal or unenforceable, then
such provision will be enforced to the maximum extent allowed by
law.  If such provision is unreasonable to enforce to any extent, such
provision will be severed from this Agreement and all remaining provisions will
continue in full force and effect.




9.  I agree
that the periods of restriction set forth in paragraphs 1 and 2 of this
Agreement shall be tolled, and shall not run, during any period of time in which
I am in violation of the terms hereof, in order that the Company shall have all
of the agreed-upon temporal protection recited herein.




10.  I
understand that the Company may assign this Agreement to any successor of the
Company, including any entity that purchases the business and assets of the
Company, and that if the Company assigns this Agreement to such purchaser I will
remain bound by my obligations hereunder.




11.  The
provisions of this Agreement are severable, and no breach of any provision of
this Agreement by the Company, or any other claimed breach of contract or
violation of law, shall operate to excuse my obligation to fulfill the
requirements of paragraphs 1 through 4 above.




12.  It is
agreed and understood that no changes in the nature or scope of my employment
relationship with the Company shall operate to extinguish any obligations
hereunder or require that this Agreement be re-executed.




13.  I
acknowledge and agree that this Agreement does not in any way obligate the
Company to retain my services for a fixed period or at a fixed level of
Compensation;  nor does it in any way restrict my right or that of the
Company to terminate my employment at any time, at will, with or without notice
or cause.




14.  This
Agreement will be governed in all respects by the laws of the Commonwealth of
Massachusetts.  Each party hereto irrevocably agrees that any suit,
action or proceeding arising out of or relating to this Agreement may be
instituted only in the federal or state courts located in Worcester County,
Massachusetts, and unconditionally accepts and irrevocably submits to the
exclusive jurisdiction of the aforesaid courts.




IN
WITNESS WHEREOF I have executed this Agreement under seal as of January 16,
2009.




ACCEPTED
      AND AGREED TO:Employee
            
            The
      L.S. Starrett CompanyBy:Name:                      Douglas
      A. StarrettTitle:           President