**Exhibit 10.43**

**EXECUTION COPY**

 

**AGREEMENT NOT-TO-COMPETE**

This Agreement Not-To-Compete (the “Agreement”) is made and entered into as of October 10, 2008, by and between GeospatialMapping Systems, Inc., a Delaware corporation (the “Company”) and Richard McDonald (the “Employee”). 

WHEREAS, the Employee is employed by the Company; 

WHEREAS, in the course of the Employee’s employment, the Employee will obtain extensive knowledge of and experience in the businessconducted by the Company; 

WHEREAS, the Employee will enjoy extensive high level contacts with customers and prospectivecustomers of the Company and will have access to confidential and proprietary information of the Company; 

WHEREAS, theCompany has entered into a Nonqualified Option Agreement with the Employee in consideration for the Employee entering into this Agreement; 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 

1. Confidential Information. 

(a) The Employee acknowledges that (i) during employment by, and as a result of the Employee’s relationship with, the Company,the Employee will obtain knowledge of and gain access to information regarding the business, operations, products, proposed products, production methods, processes, customer lists, advertising, marketing and promotional plans and materials, pricelists, pricing policies, financial information and other trade secrets of the Company, other confidential information of, and material proprietary to, the Company or designated as being confidential by the Company which is not generally known topersons outside of the Company, including information and material originated, discovered or developed in whole or in part by the Employee (collectively referred to herein as “Confidential Information”), (ii) the direct and indirectdisclosure of any such Confidential Information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the business of the Company; and (iii) theengaging by the Employee in any of the activities prohibited by this Section 1 may constitute improper appropriation and/or use of such information and trade secrets. The Employee expressly acknowledges the trade secret status of theConfidential Information and that the Confidential Information constitutes a protectable business interest of one or more members of the Company. Accordingly, the Employee agrees that during the Period of Employment with the Company (or any memberthereof) and, to the fullest extent permitted by law, thereafter, the Employee will, in a fiduciary capacity for the benefit of the Company, hold all Confidential Information strictly in confidence and will not directly or indirectly reveal, report,disclose, publish or transfer any of such Confidential Information to any person, firm or other entity, or utilize any of the Confidential Information for any purpose, except in furtherance of the Employee’s employment with the Company or withany member of the Company or as may be required by law. 

 

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(b) Proprietary Interest. All inventions, designs, improvements, patents,copyrights and discoveries conceived by the Employee during the Period of Employment that are useful in or directly or indirectly related to the business of any member of the Company, or to any experimental work carried on by any member of theCompany, shall be the property of the Company. The Employee will promptly and fully disclose to the Company all such inventions, designs, improvements, patents, copyrights and discoveries (whether developed individually or with other persons) andshall take all steps necessary and reasonably required to assure the Company’s ownership thereof and to assist the Company in protecting or defending proprietary rights therein of the Company and/or the appropriate member of the Company.

(c) Return of Materials. The Employee expressly acknowledges that all lists, books, records and other ConfidentialInformation of the Company obtained in connection with the business of any member of the Company is the exclusive property of the Company and the appropriate member of the Company and that upon the termination of the Period of Employment, or earlierif so requested by the Company, the Employee will immediately surrender and return to the Company all such items and all other property belonging to any member of the Company then in the possession of the Employee, and the Employee shall not make orretain any copies thereof. 

2. Noncompetition and Nonsolicitation. 

******(a) The Employee agrees that during the Period of Employment and for a period of twelve full months following the Date ofTermination (the “Non-Compete Period”), the Employee will not, directly or indirectly, individually or otherwise, engage in a business competing with any of the businesses conducted by any member of the Company any where in the UnitedStates, nor without the prior written consent of the Board directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venturer, lender, officer, employee, partner or consultant, or otherwiseengage, invest or participate in any business that is competitive with any of the businesses conducted by any member of the Company; *******provided*******, *******however*******, that nothing contained inthis Section 2(a) shall prevent the Employee from being the registered or beneficial owner of up to 2% of any class of the capital stock of a corporation registered under the Securities Exchange Act of 1934, as amended. The Employee furtheragrees that during the Non-Compete Period the Employee will not, in any manner, directly or indirectly, for the Employee’s benefit or for the benefit of any other person, firm or entity, (1) induce or attempt to induce any employee of anymember of the Company to terminate or abandon his or her employment with any such member for any purpose whatsoever, (2) solicit from any customer doing business with any member of the Company during the Non-Compete Period, business of the sameor similar nature to the business of any member of the Company with such customer, or (3) otherwise interfere with the business or accounts of any member of the Company. ******

(b) As consideration for the Employee’s agreement to the provisions of Sections 1 and 2(a), the Company has entered into theEmployment Agreement with Employee. 

 

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3. Injunctive Relief. The Employee acknowledges that a breach of the covenantscontained in Section 1 or Section 2 hereof shall cause irreparable damage to the Company, the exact amount of which shall be difficult to ascertain, and that the remedies at law for any such breach shall be inadequate. Accordingly, theEmployee agrees that, notwithstanding any provision of the Employment Agreement to the contrary, if the Employee breaches any of the covenants contained in Section 1 or Section 2 hereof, then the Company shall be entitled to injunctiverelief in addition to any other remedy or remedies available to the Company at law or in equity. 

4. Notices. Allnotices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made the second business day after the date of mailing, if delivered by registered or certified mail,postage prepaid; upon delivery, if sent by hand delivery; upon delivery, if sent by prepaid courier, with a record of receipt; or the next day after the date of dispatch, if sent by cable, telegram, facsimile or telecopy (with a copy simultaneouslysent by registered or certified mail, postage prepaid, return receipt requested), to the parties at the following addresses: 

if to the Employee, to: 

Richard McDonald 

4038 Woodville Road 

Leetonia, OH 44431 

if to Company, to: 

Geospatial Mapping Systems, Inc. 

229 Howes Run Road 

Sarver, PA 16055 

Attention: General Counsel 

Facsimile: 724-353-3049 

Telephone: 724-353-3400 

Anyparty hereto may change the address to which notice to it, or copies thereof, shall be addressed, by giving notice thereof to the other parties hereto in conformity with the foregoing. 

5. Entire Agreement. This Agreement, together with the Employment Agreement, constitutes the entire agreement between the partiesand supersedes all prior written and oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be changed orally, but only by an agreement in writing signed byboth parties. 

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, butall of which together shall constitute one agreement. 

 

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7. Governing Law and Construction. This Agreement shall be governed under andconstrued in accordance with the laws of the state of Pennsylvania, without regard to the principles of conflicts of laws. The paragraph headings and captions contained herein are for reference purposes and convenience only and shall not in any wayaffect the meaning or interpretation of this Agreement. It is intended by the parties that this Agreement be interpreted in accordance with its fair and simple meaning, not for or against either party, and neither party shall be deemed to be thedrafter of this Agreement. 

8. Severability. If any portion or provision of this Agreement is determined by a court ofcompetent jurisdiction to be invalid, illegal or unenforceable, the remaining portions or provisions hereof shall not be affected. The covenants in this Agreement are severable and separate, and the unenforceability of any specific covenant shallnot affect the enforceability of any other covenant. Moreover, in the event that any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the partiesthat such restrictions be enforced to the fullest extent that the court deems reasonable, and this Agreement shall thereby be reformed. 

9. Binding Effect. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefitof the permitted successors, assigns, heirs, administrators, executors and personal representatives of the parties. 

**INWITNESS WHEREOF,** the parties have executed this Agreement on the day and in the year first written above. 

 
**COMPANY:****GEOSPATIAL MAPPING SYSTEMS, INC.**
 

By: Mark A. Smith
Its: Chief Executive OfficerRichard McDonald
 

 

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