VENDOR NON-COMPETE AGREEMENT

This Non-Compete Agreement (the agreement), effective this _________ is entered into by and between
Scientia Systems LLC (Scientia), Federal ID # ________ with its principal place of business at
_____________________ and ________________________ (SUBCONTRACTOR) with its principal place of
business at _________________________ having Tax ID #___________!

WHEREAS, in connection with SCIENTIAs performance of its obligations to its clients, Scientia wishes to have
SUBCONTRACTOR supply temporary workers to perform labor for Scientias clients and SUBCONTRACTOR
wishes to provide these temporary services;

NOW, THEREFORE, SUBCONTRACTOR and Scientia Systems LLC, in consideration of the mutual promises
contained herein and other good and valuable consideration given and received, agree as follows:


1) NON-COMPETITION AND NON-SOLICITATION
As a material inducement to Scientia Systems LLC to enter into this Agreement and to pay the contract
amounts hereunder, SUBCONTRACTOR covenants and agrees that it shall not, during the term of this
Agreement and for a period of one (1) year thereafter (regardless of reason for termination) (i) solicit
or service, cause to be solicited or service, or aid in the solicitation or servicing directly as a
shareholder, employee, partner, joint venture, associate, subcontractor, independent contractor, or
otherwise, the clients or customers of SCIENTIA or any ultimate consumers of services provided by
SCIENTIA, about whom SUBCONTRACTOR has received information or to whom it was introduced or
for whom it has performed Services, including any subsidiary or affiliate of such clients or customers,
and/or (ii) directly or indirectly solicit or cause to be solicited, for employment, any of Scientias
employees, SUBCONTRACTORs, or other independent contractors.

In the event the SUBCONTRACTOR already has existing business with Scientias customers / clients,
but customers / clients receive the SUBCONTRACTORs employee(s) or consultant(s) resume from
SCIENTIA, SUBCONTRACTOR will place such employee(s) or consultant(s) through SCIENTIA only.

SUBCONTRACTOR agrees not to discuss and/or negotiate with the clients or customers of SCIENTIA or
any ultimate consumers of services provided by SCIENTIA SYSTEMS LLC, about any financial matter
pertaining to the services (including, without limitation, the payment terms and/or rate arrangement
between SCIENTIA SYSTEMS LLC and SUBCONTRACTOR) or the fee arrangement between SCIENTIA
SYSTEMS LLC and its Client(s).


In the event of a violation or threatened violation of the covenants contained herein, SCIENTIA
SYSTEMS LLC, in addition to, and not in limitation of any other rights, remedies or damages available
at law or in equity, may be entitled relief; including specific performance by means of temporary' and
permanent injunction against SUBCONTRACTOR.

In the event of any violation of this clause, the period of non-competition and non-solicitation shall be
extended by a period of time equal to that period beginning when such violation shall have
commenced and ending when such violation shall have been finally terminated in good faith.
SUBCONTRACTOR covenants and agrees that the restrictions set forth herein are fair and reasonably

required for the protection of the interests of SCIENTIA SYSTEMS LLC and its affiliates, subsidiaries,
employees, independent contractors and subcontracts.


2) CHOICE OF LAW AND VENUE.

The parties, recognizing that New Hampshire has a substantial relationship to the parties and the
duties arising from this agreement, hereby acknowledge that any dispute arising between the parties
in regard to the terms and conditions of this Agreement shall be resolved pursuant to the Laws of the
State of New Hampshire. The parties further agree that to the extent allowable by law, any and all
disputes shall be resolved in the District or Circuit Court of New Hampshire.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, to be
effective as of the date first set forth above.


SCIENTIA SYSTEMS LLC SUBCONTRACTOR

By: By: ____________________________
Printed Name: Printed Name:
Title: Title:
Date: Date: