APPLICATION FORM WAIVER

In exchange for the consideration of my job application by Miles Technologies (hereinafter called “the Company”), I agree that:

Neither the acceptance of this application nor the subsequent entry into any type of employment relationship, either in the position applied for or any other position, and regardless of the contents of employee handbooks, personnel manuals, benefit plans, policy statements, and the like as they may exist from time to time, or other Company practices, shall serve to create an actual or implied contract of employment, or to confer any right to remain an employee of, or otherwise to change in any respect the employment-at-will relationship between the Company and the undersigned, and that relationship cannot be altered except by a written instrument signed by the President /General Manager of the Company. Both the undersigned and the Company may end the employment relationship at any time, without specified notice or reason. If employed, I understand that the Company may unilaterally change or revise their benefits, policies and procedures and such changes may include reduction in benefits.

I authorize investigation of all statements contained in this application. I understand that the misrepresentation or omission of facts called for is cause for dismissal at any time without any previous notice. I hereby give the Company permission to request from me and/or contact schools, previous employers (unless otherwise indicated), references, and others, to request prior year W-2 forms and/or pay stubs (NOT applicable in California, Oregon, New York City, Massachuttes and Deleware), and hereby release the Company from any liability as a result of such contact.

I also understand that (1) the Company has a drug and alcohol policy that provides for pre-employment testing as well as testing after employment; (2) consent to and compliance with such policy is a condition of my employment; and (3) continued employment is based on the successful passing of testing under such policy. I further understand that continued employment may be based on the successful passing of job-related physical examinations.
I understand that, in connection with the routine processing of my employment application, the Company may request from a consumer reporting agency an investigative consumer report including information as to my credit records, criminal history, character, general reputation, personal characteristics, and mode of living. I also understand that, if hired, the Company will perform criminal background checks on an annual basis, and that these background checks are required as a condition of my employment. Upon written request from me, the Company will provide me with additional information concerning the nature and scope of any such report requested by the Company, as required by the Fair Credit Reporting Act.

During the interview process with the Company, I understand that I may be exposed to information that is confidential to the Company. For purposes of this Agreement, “Confidential Information” means any information relating in any way to the business of the Company either disclosed to or known to the undersigned as a consequence of, result of, or through the undersigned’s interview process with the Company, which consists of technical and non-technical information about the Company’s products, processes, programs, applications, concepts, forms, business methods, data, databases, any and all financial and accounting data, marketing, customers, customer lists, prospective customer lists, past customer lists, and services and information corresponding thereto acquired by the undersigned during the interview process with the Company. The undersigned agrees not to disclose or divulge any Confidential Information which undersigned may personally possess.

I understand that as a condition of employment with the Company, I will be required to execute an agreement which will, among other things, (i) preclude me from competing with the Company during my employment, (ii) preclude me from divulging confidential information about the Company both during and after my employment, and (iii) preclude me from providing services to a customer of the Company, in any capacity, for two (2) years following the end of my employment with the Company. A copy of the agreement is below.

EMPLOYEE AGREEMENT TO PROTECT PROPERTY RIGHTS AND GOOD WILL OF  MILES TECHNOLOGIES, INC.

This Employee Agreement To Protect Property Rights And Good Will Of Miles Technologies, Inc. (this “Agreement”) dated as of __________, _____, 20__ is entered into by and between Miles Technologies, Inc., a New Jersey Corporation (“Employer”), and ____________________________, an individual residing at _____________________________________________ (“Employee”) (Employer and Employee being collectively the “Parties” and each a “Party”).



RECITALS

            WHEREAS, the Employer desires to employ Employee subject to the terms and conditions hereinafter set forth; and



            WHEREAS, Employee is willing to be employed by Employer subject to the terms and conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, the Employer and the Employee hereby agree as follows:



    1.Employment.  Employer agrees to employ Employee and Employee agrees to accept employment in accordance with the terms and conditions set forth in this Agreement, and with the understanding that Employee shall serve at the pleasure of the Employer as an at-will employee and that Employee may be terminated at any time, as further set forth in Section 4 of this Agreement.


    2.Term.  Employee’s term of employment (the “Term of Employment”) shall begin on the __________________________ (the “Effective Date”) and shall continue until Employee’s employment is terminated, either by Employer or Employee, as set forth in Section 4 of this Agreement.


    3.Duties.  The Employer agrees to employ Employee to perform such services as the Employer may from time-to-time assign the Employee, subject to the direction, approval, control and directives of the Employer.  The Employee agrees to devote his full-time and effort towards performance of the duties and responsibilities assigned to the Employee and these duties and responsibilities may be changed at any time by the Employer.


    4.Termination.The Employee is an employee at will.  The Employer or the Employee may terminate Employee’s employment at any time, without cause, without stating any reason therefore, and without notice.


    Compensation and Related Matters.  Employee’s compensation, including any applicable benefits (collectively “Compensation”) shall be determined by Employer, at Employer’s sole discretion and may be modified by Employer at any time during the Employee’s Term of Employment.


    Obligation Upon Termination Of Employment.If Employee’s employment is terminated, for any reason, by either Employer or Employee, all Compensation shall accrue and be paid to the Employee to the date of termination.  Payment shall be made with respect to each item of Compensation as soon as the amount due is determined, except that in the event the termination is due to Employee’s misconduct, the Employer shall have the right to withhold any and all monies due to the Employee and shall apply same as an offset against any monies due to the Employer from the Employee as a result of the Employee’s misconduct.

    7.Inventions.  If any at time Employee shall, either alone or with others, make, devise, create, invent or discover any inventions, improvements, modifications, developments, ideas, products, property, formulas, know-how, designs, models, processes, prototypes, sketches, drawings, plans or other matters whatsoever (whether or not capable of being protected by letters of patent, registration, copyright, registered trademark, service marks or other protection) which, in any manner, relate to, arise out of, or are in connection with the present or future business prospects or activities of Employer (collectively “Inventions”) all such Inventions shall immediately be and remain the sole and exclusive property of Employer and Employee shall immediately and confidentially communicate a description of the Invention to Employer and to no other party at any time, and if Employer so desires, Employee shall execute all documents and instruments and do all things as may be requested by Employer in order to forever vest all right, title and interest in such Invention solely in Employer and to obtain such letters of patent, copyrights, registrations or other protections as Employer may, from time to time, desire.

    No Outside Employment.  Employee agrees that he will not perform paid services for a business or enterprise other than Employer during the Term of Employment, whether as an employee, employer, owner, independent contactor, consultant, agent, principal, partner, stockholder, member, officer, director, or in any other individual or representative capacity, without Employer’s prior written approval.

    9.Communications.  Employee: (i) consents to Employer intercepting, monitoring, and recording all communications, including telephone and e-mail, over Employer’s telephone and computer systems, (ii) agrees to obtain consent of, and give any necessary notice of such monitoring and recording to anyone Employee should be communicating with on Employer’s telephone and computer systems, (iii) agrees, to the extent permitted by applicable law, that recordings made by Employer may be submitted in evidence in any legal proceedings.  Employee understands and agrees that he has no expectation to privacy regarding: (i) communications, such as e-mails, voice mails  sent, received, or stored at the workplace or (ii) telephone communications over Employer’s telephone system.  Employee understands and agrees that Employer has legitimate business interests in monitoring Employee’s communications over Employer’s computer and telephone systems, including, without limitation, customer relations, customer satisfaction, Employee interaction with customers, and Employee performance.


    Background Checks.  Employer will conduct criminal background checks on Employee on an annual basis. Employer agrees to comply with the Fair Credit Reporting Act in executing these background checks. Employee agrees that these annual background checks are a condition of Employee’s employment with Employer.


    11.Representations.  Employee represents that Employee has the right to enter into this Agreement, and that Employee’s performance of all the terms of this Agreement and his duties as an employee of the Employer will not breach any confidential information agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or other agreement with any former employer of Employee’s services, either as an employee, consultant, contractor or independent contractor, or with any other party.  Employee represents that Employee will not disclose to the Employer any trade secrets or confidential or proprietary information of any third party that are not generally available to the public.

    Nonsolicitation, Noncompete And Nondisclosure.


        Definitions:

            “Confidential Information” means any information relating in any way to the business of Employer either disclosed to or made known to Employee as a consequence of, result of, or through his services to Employer under the terms of this Agreement or otherwise, including, without limitation any: (a) technical and non-technical information about Employer’s products, processes, programs, concepts, forms, business methods, and data; (b) information regarding Employer’s assets, liabilities, finances, accounting information, taxes, bank accounts, business records, receivables, and payables; (c) information regarding Employer’s employees, including employee names, addresses, compensation, benefits, job duties, or personal information of any kind; (d) information concerning Employer’s personnel policies, employee handbooks, and benefits; (e) information regarding Employer’s Customers and Employer’s Prospects, including contact information, preferences, rates, types of contracts, and payment history; (f) information provided by Employer’s Customers and Employer’s Prospects concerning Employer’s Customers and Employer’s Prospects; (g) information regarding Employer’s marketing and advertising, including marketing materials, marketing programs, advertisements; (h) information which relates to any individual’s past, present, or future physical or mental health or condition, the provision of health care to any individual, or the past, present, or future payment for the provision of health care to any individual.


            “Employer’s Customers” means any person or entity Employer provided services or products to at any time prior to or during the Term of Employment.


            “Employer’s Prospects” means any prospective customer of Employer entered in Employer’s data base at any time prior to or during the Term of Employment.


        Noncompete During The Term of Employment.  During Term of Employment by the Employer, Employee agrees that he shall not directly or indirectly, either as an employee, employer, owner, independent contactor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, engage or participate in any business or activity that is in competition in any manner whatsoever with the business of the Employer.


        Nonsolicitation Of Employer’s Customers And Employer’s Prospects.  During the Term of Employment and two (2) years thereafter, Employee agrees that he shall not directly or indirectly, either as an employee, employer, owner, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, call on, solicit, service, contact or in any way communicate with, any of Employer’s Customers or Employer’s Prospects or their employees, principles, agents, or affiliates, except at the direction and on behalf of Employer.



        d.         Noncompete As To Employer’s Customers And Employer’s Prospects.  During the Term of Employment and two (2) years thereafter, Employee agrees that he shall not directly or indirectly, either as an employee, employer, owner, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, perform any services for or provide any products to any of Employer’s Customers or Employer’s Prospects or their employees, principles, agents, or affiliates, in competition with Employer.



        e.         Nonsolicitation Of Employer’s Employees.  During the Term of Employment and two (2) years thereafter, Employee agrees that he shall not directly or indirectly, either as an employee, employer, owner, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, hire, call on, solicit, and/or encourage any employees of Employer to leave their employment with Employer.

        f.          Noncompete In Association With Employer’s Employees and Ex-Employees.  During the two (2) year period following Employee’s Term of Employment, Employee agrees that he shall not directly or indirectly, either as an employee, employer, owner, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, engage or participate in any business or activity with a person who was employed by Employer at anytime during the two year period prior to the end of Employee’s Term, in any manner whatsoever, including without limitation, as an employee, employer, owner, independent contractor, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity, which is in competition with Employer.



        g.         Nondisclosure Of Confidential Information.  Employee agrees:



        i.          During the Term of Employment and for all time thereafter, Employee shall not disclose, divulge, copy or otherwise use any Confidential Information except at the express direction of the President of the Employer.



        ii          On or before the end of the Term of Employment, or at such earlier time as Employer may request, Employee shall immediately return to, or leave with Employer, all documents, records, notebooks, electronic recordings, floppy discs and similar repositories of Confidential Information, including copies of any of the foregoing and all other property of Employer then in Employee’s possession, whether prepared by Employee, Employer or any third party.  Employee shall return Confidential Information, in his power or control, including any Confidential Information on a computer or computer system not owned or controlled by Employer, and shall delete all such Confidential Information from the computer or computer system not owned or controlled by Employer in such a manner that the Confidential Information cannot then be undeleted.  Employer, at Employers absolute discretion, on or after the termination of Employee’s Term of Employment may require Employee to provide Employer with a certificate stating that Employee has complied with this Section and Employee agrees to comply with this Section and provide such certification.

    Gift Policy.  “Gifts” (defined below) of any kind, that are offered to Employee by Employer’s vendors, potential vendors, suppliers, potential suppliers, creditors, potential employees, Employer’s Customers, Employer’s Prospects, or any other individual or organization seeking to provide products or services to Employer, no matter the value, shall be fully disclosed by Employee to President of Employer before Employee accepts gift, at any time, on or off the work premises. Employer, at Employer’s sole discretion, may decide that Employee cannot accept the Gift.  “Gifts” includes pens, hats, t-shirts, mugs, calendars, bags, key chains, cash, meals, trips, vacations, or any item of equal or greater value.

    Injunctive Relief.  The Parties agree that the remedy at law for any breach of the provisions of this Agreement will be inadequate and that the Employer or other successors or assigns shall be entitled to injunctive relief without bond.  Such injunctive relief shall not be exclusive, but shall be in addition to any other rights and remedies of the Employer, successors or assigns might have for such breach.  The Parties further agree that should the duration, geographical area or range of prescribed activities contained in this Agreement be held unreasonable by any court of competent jurisdiction, then such duration, geographical area or range of prescribed activities shall be modified to such degree as to make it or them reasonable and enforceable.

    15.Consideration.  Employee acknowledges and agrees that the Employer’s employment of Employee and all Compensation paid Employee is adequate consideration for Employee’s services and the obligations and restrictions placed on Employee by this Agreement, including the obligations and restrictions placed on Employee during and after the Term of Employment as set forth in Sections 6, 7, 8, 9, 11, 12, 13 and 14 of this Agreement (collectively the “Restrictions”), and that entering into this Agreement and being subject to the Restrictions is a condition of Employee’s employment.  Employee understands that his employment is contingent upon him executing this Agreement and being subject to all of the terms of this Agreement.  Employee acknowledges and agrees that the consideration for the Restrictions is adequate and specifically waives any claim that there has not been adequate consideration for the Restrictions.


        a.Notice.  Any notice, demand or communication required or permitted under this Agreement shall be in writing and shall either be hand-delivered to the other Party or mailed to the addresses set forth below by registered or certified mail, return receipt requested, or sent by overnight express mail or courier or facsimile to such address, if such other Party has a facsimile machine.  Notice shall be deemed to have been given and received when so hand-delivered or after three business days when so deposited in the U.S. Mail, or when transmitted and received by facsimile or sent by express mail properly addressed to the other Party.  The addresses are:



To Employer:

Miles Technologies

300 West Route 38,

Moorestown, NJ  08057

Attention: Christopher F. Miles, President

To Employee

_______________________________________

_______________________________________

_______________________________________



b.         Enforceability.  If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.



c.         Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties, including their respective heirs, executors, successors and assigns, except that this Agreement may not be assigned by Employee.



d.         Waiver Of Breach.  No term or provision hereof will be considered waived by either Party, and no breach consented to by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver or consent is asserted.  No consent to or waiver of a breach by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach by such Party.

e.         Governing Law And Interpretation.  This Agreement is made and shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to the conflict of laws principles thereof.

f.          Jurisdiction And Venue.  Any legal action or proceeding arising out of or in connection with this Agreement shall be brought in the Superior Court of the State of New Jersey, Burlington County, or in the United States District Court for the District of New Jersey, Camden Vicinage, and Employee accepts the exclusive jurisdiction of such courts.

g.         In the Event Of Legal Action.  The Parties agree that should Employer bring a legal action to enforce this Agreement or seek money damages for its breach, Employer shall be entitled to the collection of attorney’s fees together with all court costs associated with the enforcement of this Agreement.  The parties further agree that should an action be filed, Employer will be entitled to produce copies of the Employer’s existing customer database (as of the date employment was terminated, along with prospective customer lists created by sales persons’ activity reports (in existence as of the date Employee’s employment is terminated) for evidence in court, and Employee agrees that those documents will not become public record by reason of reference to tem in a court proceeding.  Employee further agrees that if an action is filed, the obligation to keep the Confidential Information confidential shall remain in full force and effect, notwithstanding any evidence and/or argument presented in any court proceeding to enforce this Agreement.

h.         Interpretation.  The descriptive headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.  Unless the context otherwise requires, terms used in the plural include the singular and vice versa, and words in the masculine gender include the feminine and vice versa.  In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  The word “including” shall mean “including, without limitation.”

i.          Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be effective as of the date first written above, and all of which shall constitute one and the same instrument.  Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.



j.          Integration.  This Agreement constitutes the entire agreement between the Parties and supersedes all other agreements and understandings of the parties in connection herewith.



k.         Advice Of Counsel.



Employee acknowledges that he has been given this document with the understanding that Employee has the right to seek advice of counsel.  Employee further confirms that he has either met with an attorney of his choice and/or now specifically waives the right to do so.  Employee affirmatively acknowledges that he was not forced to sign this document without being allowed to review it with an attorney.