SHALL NOT, DIRECTLY OR INDIRECTLY,
AS EMPLOYEE, AGENT, CONSULTANT, STOCKHOLDER, DIRECTOR, CO-PARTNER OR IN ANY
OTHER INDIVIDUAL OR REPRESENTATIVE CAPACITY, OWN, OPERATE, MANAGE, CONTROL,
ENGAGE IN, INVEST IN OR PARTICIPATE IN ANY MANNER IN, ACT AS A CONSULTANT OR
ADVISOR TO, RENDER SERVICES FOR (ALONE OR IN ASSOCIATION WITH ANY PERSON, FIRM,
CORPORATION OR ENTITY), OR OTHERWISE ASSIST ANY PERSON OR ENTITY (OTHER THAN THE
COMPANY) THAT ENGAGES IN OR OWNS, INVESTS IN, OPERATES, MANAGES OR CONTROLS ANY
VENTURE OR ENTERPRISE THAT DIRECTLY OR INDIRECTLY ENGAGES OR PROPOSES TO ENGAGE
IN ANY ELEMENT OF THE BUSINESS ANYWHERE WITHIN A 100-MILE RADIUS OF THE CHICAGO
METROPOLITAN AREA OR WITHIN A 100-MILE RADIUS OF ANY AREA (OR IN THE EVENT SUCH
AREA IS A MAJOR CITY, THE METROPOLITAN AREA RELATING TO SUCH CITY) IN WHICH THE
COMPANY ON THE TERMINATION DATE ENGAGES IN ANY ELEMENT OF THE BUSINESS (THE
"TERRITORY"); PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE
CONSTRUED TO PREVENT EMPLOYEE FROM INVESTING IN THE STOCK OF ANY COMPETING
CORPORATION LISTED ON A NATIONAL SECURITIES EXCHANGE OR TRADED IN THE
OVER-THE-COUNTER MARKET, BUT ONLY IF EMPLOYEE IS NOT INVOLVED IN THE BUSINESS OF
SAID CORPORATION AND IF EMPLOYEE AND HIS ASSOCIATES (AS SUCH TERM IS DEFINED IN
REGULATION 14(A) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS IN
EFFECT ON THE DATE HEREOF), COLLECTIVELY, DO NOT OWN MORE THAN AN AGGREGATE OF
3% OF THE STOCK OF SUCH CORPORATION.
WITH RESPECT TO THE TERRITORY, EMPLOYEE
SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY INTENDS TO EXPAND THE BUSINESS INTO
AND THROUGHOUT THE UNITED STATES.
4.3.
INTERFERENCE WITH RELATIONSHIPS.
WITHOUT LIMITING THE GENERALITY
OF THE PROVISIONS OF SECTION 4.2 HEREOF, EMPLOYEE HEREBY AGREES THAT, DURING THE
RESTRICTIVE PERIOD, HE WILL NOT, DIRECTLY OR INDIRECTLY, SOLICIT OR ENCOURAGE,
OR PARTICIPATE AS EMPLOYEE, AGENT, CONSULTANT, STOCKHOLDER, DIRECTOR, PARTNER OR
IN ANY OTHER INDIVIDUAL OR REPRESENTATIVE CAPACITY, IN ANY BUSINESS WHICH
SOLICITS OR ENCOURAGES (A) ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY WHICH
HAS EXECUTED, OR PROPOSES TO EXECUTE, A MANAGEMENT SERVICES AGREEMENT OR OTHER
SERVICES AGREEMENT WITH THE COMPANY AT ANY TIME DURING THE TERM OF THIS
AGREEMENT, OR FROM ANY SUCCESSOR IN INTEREST TO ANY SUCH PERSON, FIRM,
CORPORATION OR OTHER ENTITY, FOR THE PURPOSE OF SECURING BUSINESS OR CONTRACTS
RELATED TO ANY ELEMENT OF THE BUSINESS, OR (B) ANY PRESENT OR FUTURE CUSTOMER OR
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PATIENT OF THE COMPANY OR ANY OF ITS AFFILIATED PRACTICES OR FACILITIES TO
TERMINATE OR OTHERWISE ALTER HIS, HER OR ITS RELATIONSHIP WITH THE COMPANY OR
SUCH AFFILIATED PRACTICE OR FACILITY; PROVIDED, HOWEVER, THAT NOTHING CONTAINED
HEREIN SHALL BE CONSTRUED TO PROHIBIT OR RESTRICT EMPLOYEE FROM SOLICITING
BUSINESS FROM ANY SUCH PARTIES ON BEHALF OF THE COMPANY IN PERFORMANCE OF HIS
DUTIES AS AN EMPLOYEE OF THE COMPANY REQUIRED UNDER AND AS SPECIFICALLY
CONTEMPLATED BY SECTION 1.2 ABOVE.
IN ADDITION, AT ALL TIMES FROM AND AFTER THE
TERMINATION DATE, EMPLOYEE SHALL NOT CONTACT OR COMMUNICATE IN ANY MANNER WITH
ANY OF THE COMPANY'S SUPPLIERS OR VENDORS, OR ANY