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EXHIBIT 10.32
NON-COMPETITION AGREEMENT
(LOUISIANA ONLY)
THIS NON-COMPETITION AGREEMENT (the "Agreement") is made and entered
into as of the 15th day of March, 1996, by and between Karts International
Incorporated, a Nevada corporation (the "Company") and Charles Brister
("Brister"), an individual residing in the state of Louisiana.
WHEREAS, Brister's Thunder Karts, Inc. ("BTK") is a Louisiana
corporation engaged in the business of designing, manufacturing, marketing and
distributing go karts;
WHEREAS, Brister, the sole shareholder of BTK, has entered into that
Stock Purchase Agreement dated the date hereof by and among Halter Financial
Group, Inc., BTK and Brister whereby Halter Financial Group, Inc. will cause
the Company to acquire all of the issued and outstanding capital stock of BTK
from Brister;
WHEREAS, the transactions contemplated by the Stock Purchase Agreement
include the acquisition of the goodwill of BTK; and
WHEREAS, as a condition to closing the transactions contemplated by
such Stock Purchase Agreement, Brister is obligated to enter into this
Agreement.
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto agree as follows:
1. COVENANT NOT TO COMPETE. Except as provided in that Licensing
Agreement dated the date hereof by and between Brister and the Company, during
a period of two years from the date hereof (the "Term"), Brister shall not,
within the Parishes located in the State of Louisiana listed on Annex A hereto
(the "Area"), so long as the Company engages in or carries on any like business
in the Area, directly or indirectly own, manage, operate, control, be employed
by or participate in the ownership, management, operation or control of, or be
connected in any manner with, any business of the type and character engaged
in and competitive with that conducted by the Company. For these purposes,
Brister's ownership of securities of a public company not in excess of one
percent of any class of such securities shall not be considered to be in
competition with the Company. Brister hereby acknowledges and represents that
the Company engages in business in all of the Parishes listed on Annex A
hereto.
In addition, during the same Term, Brister agrees to refrain from
interfering with the employment relationship between the Company and its other
employees by soliciting any of such individuals to participate in other
business ventures and agrees to refrain from soliciting business from any
client or prospective client of the Company for Brister or for any entity in
which Brister has an interest.
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The parties acknowledge that Brister's business in other areas and the
benefits to the Company derived pursuant to the Agreement are such that the
restrictions appearing in this Section 1 will not impair Mr. Brister's ability
to earn a livelihood.
It is the desire and intent of the parties that the provisions of this
Section 1 shall be enforced to the fullest extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, to the extent that the covenants hereunder shall be
adjudicated to be invalid or unenforceable in any one such jurisdiction, this
Section 1 shall be deemed amended to delete therefrom or reform the portion
thus adjudicated to be invalid or unenforceable, such deletion or reformation
to apply only with respect to the operation of this Section 1 in the particular
jurisdiction in which such adjudication is made. Moreover, each provision of
this Agreement is intended to be severable; and in the event that any one or
more of the provisions contained in this Agreement shall for any reason be
adjudicated to be invalid or unenforceable in any jurisdiction, the same shall
not affect the validity or enforceability of any other provisions of this
Agreement in that jurisdiction, but this Agreement shall be construed in such
jurisdiction as if such invalid or unenforceable provision had never been
contained therein.
2. BREACH BY BRISTER. In the event of the breach by Brister of
the terms and conditions of this Agreement to be performed by Brister, or in
the event Brister performs services for any person, firm or corporation engaged
in a competing line of business with the Company, the Company shall be
entitled, if it so elects, to institute and prosecute proceedings in any court
of competent jurisdiction, either in law or in equity, to obtain damages for
any breach of this Agreement, or to enforce the specific performance thereof by
Brister, or to enjoin Brister from performing services for any such other
person, firm or corporation.
3. ASSIGNMENT. The rights and obligations of the Company
hereunder shall be binding upon and run in favor of the successors and assigns
of the Company. In the event of any attempted assignment or transfer of rights
hereunder contrary to the provisions hereof, the Company shall have no further
liability for payments hereunder.
4. CAPTIONS. This Agreement contains the entire agreement between
the parties. It may not be changed orally, but only by agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought, and consented to in writing by the
Company. Paragraph headings are for convenience of reference only and shall not
be considered a part of this Agreement.
5. SEPARATE COUNSEL. Brister hereby expressly acknowledges that
he has been advised that he has not been represented by Halter Financial Group,
Inc.'s or the Company's attorneys in this matter and has been advised and urged
to seek separate legal counsel for advice in this matter.
6. LAW GOVERNING. This Agreement shall be governed by and
construed in
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accordance with the laws of the State of Louisiana.
IN WITNESS WHEREOF, The Company has by its appropriate officer signed
this Agreement, and Brister has signed this Agreement, on and as of the date
first above written.
KARTS INTERNATIONAL INCORPORATED
By: /s/ V. LYNN GRAYBILL
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Name: V. Lynn Graybill
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Title: President
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/s/ CHARLES BRISTER
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Charles Brister, individually
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ANNEX A
Acadia Madison
Allen Morehouse
Ascension Natchitoches
Assumption Orleans
Avoyelles Ouachita
Beauregard Plaquemines
Bienville Pointe Coupee
Bossier Rapides
Caddo Red River
Calcasieu Richland
Caldwell Sabine
Cameron St. Bernard
Catahoula St. Charles
Clairborne St. Helena
Concordia St. James
De Soto St. John the Baptist
East Baton Rouge St. Landry
East Carroll St. Martin
East Feliciana St. Mary
Evangeline St. Tammany
Franklin Tangipahoa
Grant Tensas
Iberia Terrebonne
Iberville Union
Jackson Vermillion
Jefferson Vernon
Jefferson Davis Washington
Lafayette Webster
Lafourche West Baton Rouge
LaSalle West Carroll
Lincoln West Feliciana
Livingston Winn