ex10_1.htm


    IB3
NETWORKS, INC.

    


    Non-Competition and
Non-Solicitation Agreement

    


    December
10, 2008

    


    This
Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered
into as of the date set forth above by and between IB3 Networks, Inc., a Nevada
corporation (the “Company”), and the undersigned individual who has been a
shareholder of NYC Mags, Inc., a New York corporation (the
“Shareholder”).

    


    In
consideration of the Company and its subsidiary, NYC Acquisition, Inc. (the
“Merger Sub”), concurrently herewith entering into an Agreement and Plan of
Merger (the “Merger Agreement”) with the above-mentioned NYC Mags, Inc. (“NYC”)
and its Shareholder for the acquisition of NYC through a merger of the Merger
Sub with and into NYC (the “Merger”) and consummation of the Merger, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Shareholder hereby agree as
follows:

    


    1.           By
virtue of the Shareholder’s experience with NYC, the Shareholder’s involvement
with a Person conducting or conducting on the Shareholder’s own activities
similar to those of the Company would represent a substantial competitive harm
to the Company and its activities, and the use of the Shareholder’s skills,
knowledge and information about the Company’s strategies, plans, services and
other activities can and would constitute a valuable competitive advantage over
the Company.  In view of the foregoing, the Shareholder agrees and
covenants that, during the Restricted Period (as hereinafter defined), the
Shareholder shall not directly or indirectly, whether as an employee, agent,
consultant, director, officer, investor, partner, member, shareholder,
proprietor, lender or otherwise, engage, or be associated in any way with any
entity which engages, anywhere in the Restricted Territory (as hereinafter
defined), in any business which is a Competitive Business (as hereinafter
defined), provided that the foregoing shall not prohibit the Shareholder from
being a passive owner of not more than five percent (5%) of the outstanding
stock of a corporation subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended.

    


    2.           During
the Restricted Period, the Shareholder shall not, without the consent of the
Company (by action of the Board), directly or indirectly, for the Shareholder’s
benefit or the benefit of any other Person, (a) induce or attempt to induce any
employee or consultant of the Company or any of its Affiliates to leave the
employ of the Company or such Affiliate, (b) solicit from any customer of the
Company or any of its Affiliates, or any Person who was such a customer within
the two (2) year period prior to the start of the Restricted Period, business of
the same or of a similar nature to the business of the Company or such Affiliate
with such customer, (c) solicit from any potential customer of the Company or
any of its Affiliates who is known to the Shareholder business of the same or of
a similar nature to that which has been the subject of a written or oral bid,
offer, proposal or solicitation by the Company or any of its Affiliates, or of
substantial preparation with a view to making such a bid, proposal, offer or
solicitation, or (d) otherwise knowingly interfere with the relationship between
the Company or any of its Affiliates and any employee or consultant
thereof.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    3.           For
purposes of this Agreement:  (a) “Affiliate” of a Person means any
other Person directly or indirectly controlling or controlled by such Person, or
under direct or indirect common control with such Person, or any other Person of
which such Person is a member, shareholder, general partner, trustee, director,
manager, officer or employee,  (b) “Board” means the Board of
Directors of the Company, (c) “Competitive Business means any business that
competes or that may reasonably be construed to compete with the Company or any
of its Affiliates, including without limitation any business that itself or
through an Affiliate produces, markets, or sells products, renders services or
engages in business activities that are the same as, similar to or otherwise
competitive with those of or under development or research by the Company or any
of its Affiliates, (d) “Person” means any individual, partnership, limited
liability company, corporation (for profit or non-profit), trust, association or
unincorporated organization or governmental authority or other entity, (e)
“Restricted Period” means the two (2) year period commencing as of the date
hereof and (f) “Restricted Territory” means the United States of
America.

    


    4.           The
Shareholder acknowledges that any failure to carry out any obligation under this
Agreement, or a breach by the Shareholder of any provision hereof, will cause
immediate and irreparable damage to the Company, which damage cannot be fully
and adequately compensated at law or through an action for money
damages.  In the event of any failure to comply with this Agreement,
the Company shall be entitled to recover damages, losses, costs and liabilities
(including attorneys’ fees) resulting from the failure to comply and will also
be entitled, without the requirement of posting a bond or other security, to
equitable relief, including injunctive relief and specific
performance.  Such remedies will not be the exclusive remedies for any
breach of this Agreement, but will be in addition to all other remedies
available at law or in equity to the Company.

    


    5.           This
Agreement shall inure to the benefit of the Company, its successors and assigns,
and is binding upon the assigns, executors and administrators and other legal
representatives of the Shareholder.

    


    6.           This
Agreement shall be construed in accordance with and governed for all purposes by
the law of the State of Nevada, without giving effect to its conflicts of laws
principles.  In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.  If, moreover, any one or more of the
provisions contained in this Agreement shall for any reason be held to be
excessively broad as to time, duration, geographical scope, activity or subject,
it shall be construed by limiting and reducing it so as to be enforceable to the
extent compatible with the then applicable law.

    


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    IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first set forth above.

     

    
      	Company: 	 	 	Shareholder:
	 	 	 	 
	IB3
      NETWORKS, INC.	 	 
	 	 	 	 
	By: 	/s/
      Eric Schmidt	 	/s/
      Michael Jacobson
	Name:  	Eric
    Schmidt	Name: 	Michael
      Jacobson
	Title:  	CEO