Exhibit
10.2


NEW NYCON,
INC.





NON-COMPETE
AGREEMENT








By this
Agreement effective March 31 2010, for good and valuable consideration, the
receipt of which is hereby acknowledged by the undersigned Officers of New
Nycon, Inc. (“Seller”), Seller hereby agrees 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 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 Seller or until the discontinuance of the
Business Operations of Buyer, whichever occurs first (“Non-Compete
Period”).





During
the Non-compete Period, Seller 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.





Seller
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.  Seller 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 Seller to induce employees of Buyer to leave Buyer’s
employ, or any effort by Seller to interfere with Buyer’s relationship with its
employees would be harmful and damaging to Buyer.  Seller agrees that
during the Non-compete Period, Seller 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, Seller will not divert or attempt to divert from Buyer
any business Buyer has enjoyed or solicited from its customers including any
former customers of Seller.





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





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


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





NEW
      NYCON, INC. (Seller)By:
                                  /s/ Brent Kopenhaver
                                  
                                  Dated:
                                  March 31, 2010NYCON
      CORPORATION (Buyer)By:
                                  /s/ Barry E. Fleck
                                  
                                  Dated:
                                  March 31, 2010


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