Exhibit
10.3

    


    SELLING
SHAREHOLDERS

    


    NON-COMPETE
AGREEMENT

    


    


    By this
Agreement effective March 31, 2010 for good and valuable consideration, the
receipt of which is hereby acknowledged, for PURE EARTH, INC. and all corporate
subsidiaries (“SELLER SHAREHOLDERS”), hereby agree not to directly or indirectly
compete with the business of NYCON CORPORATION (“BUYER”) and its successors and
assigns by engaging in any activities in the continental United States involving
the manufacture, distribution or sale of any re-enforcing and/or recyclable
fibers or related products thereto used in congealable materials such as asphalt
or concrete (“Business Operations”) for a  period of six (6) years
following the closing of the asset purchase transaction pursuant to the Asset
Purchase Agreement of even date herewith between Buyer and Selling Shareholder
or until the discontinuance of the Business Operations of Buyer, whichever
occurs first (“Non-Compete Period”).

    


    During
the Non-Compete Period, Selling Shareholder shall not own, manage, operate or
consult in a business in the continental United States substantially similar to,
or competitive with the Business Operations of Buyer or such other business
activity in which Buyer may substantially engage during the term of this
Agreement.

    


    Selling
Shareholder acknowledges and agrees that the services, creations, trade secrets
of Buyer and Buyer’s customers and contacts developed by Buyer are or are
intended to be marketed and licensed to customers throughout the United
States.  Selling Shareholder further acknowledges and agrees to the
reasonableness of the above outlined non-compete restriction and the
reasonableness of the geographic area and duration of time which are a part of
this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Any
attempt on the part of Selling Shareholder to induce employees of Buyer to leave
Buyer’s employ, or any effort by Selling Shareholder to interfere with Buyer’s
relationship with its employees would be harmful and damaging to
Buyer.  Selling Shareholder agrees that during the Non-Compete Period,
Selling Shareholder will not in any way, directly or indirectly (i) induce or
attempt to induce any employee of Buyer to quit employment with Buyer; (ii)
otherwise interfere with or disrupt Buyer’s relationship with its employees;
(iii) solicit, entice, or hire away any employee of Buyer; or (iv) hire or
engage any employee of Buyer or any former employee of Buyer whose employment
with Buyer ceased less that one (1) year before the date of this
Agreement.

    


    During
the Non-Compete Period, Selling Shareholder will not divert or attempt to divert
from Buyer any business Buyer has enjoyed or solicited from its customers
including any former customers of Selling Shareholder.

    


    Selling
Shareholder acknowledges that Buyer may, in reliance of this Agreement, provide
Selling Shareholder access to trade secrets, customers and other confidential
data and good will of Buyer.  Selling Shareholder agrees to retain
said information as confidential and not to use said information on its own
behalf or disclose same to any third party.


    
      
         


      

      
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    This
Non-Compete Agreement shall extend throughout the continental United
States.

    


    This
Agreement shall be binding upon and inure to the benefit of the parties, their
successors, assigns, and personal representatives.

    


    
      
        
          
            	
                    Selling
      Shareholder and Pure Earth, Inc.

                  	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                    /s/ Brent Kopenhaver

                  	 
      	
                    Dated:

                  	
                    March 31, 2010

                  	 


          

        

      

    

    


    
      
        
          	
                  NYCON
      CORPORATION - Buyer

                	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	
                  By:

                	
                  /s/ Barry E. Fleck

                	 
      	
                  Dated:

                	
                  March 31, 2010

                	 


        

      

    


    
      
         


      

      
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