Non-Circumvent. The Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise. The Company (including affiliates of such parties) agrees that it will not attempt, directly or indirectly, to contact parties introduced to the Company by the Finder on matters described in this Agreement or contact or negotiate with any confidential source provided by Network 1, except through Network 1 or with the expressed written consent of Network 1 as to each such contact.

Non-Circumvent. The parties mutually agree that no effort will be made to circumvent the terms of this Agreement in an attempt to gain commissions, fees, remuneration, or considerations to the benefit of either of the signatories to this Agreement while excluding equal or other agreed-to benefits to the other party.

Company agrees that it shall act in good faith and shall not circumvent nor attempt to circumvent or frustrate payment of Consultant’s fees by terminating Consultant in order to avoid paying fees. The Company agrees that Consultant shall be entitled to its fees pursuant to Section 3 of this Agreement.

The Consultant agrees it will refrain from soliciting business and contracts from sources not its own which have been made available to it through this Agreement, without the express written permission of the Company, for a period of two years after termination of this Agreement. Further, the Consultant shall not, directly or indirectly contact, interfere with, circumvent or attempt to circumvent, avoid or by-pass the Company’s relationship with its clients to change, increase or avoid directly or indirectly payment of established or to be established fees or commissions, or to obtain fees for services directly from the clients. In addition, Consultant shall maintain complete confidentiality regarding the Company’s business sources, and will only disclose such business sources after receiving express written permission from the Company.

Non-Circumvention. The Client shall not in any way circumvent, or attempt to circumvent, Consultant for the purpose of transacting or consummating any loan, financing arrangement, stock offering, or any other business (including employment opportunities), transaction or arrangement with any person or entity directly introduced to the Client by Consultant, or take any other action # which might reasonably be expected to jeopardize or interfere with the relationship between such persons or entities and Consultant, or # attempts to avoid or avoidance of the Client’s obligations set forth above. The Client shall keep Consultant sufficiently informed on the status of any and all contacts, negotiations, agreements and payments between the Client and any relationships of the Consultant including without limitation copying Consultant on all significant correspondence, drafts and agreements. The Client agrees that in the event the Client violates this paragraph Consultant shall be entitled to, in addition to any other available remedies, injunctive relief to prevent such agreement, transaction or arrangement and, in the case of an actual consummation of any such agreement, transaction or arrangement, Consultant shall be entitled to, in additional to any other available remedies, compensation equal to that outlined in Section 4.

During Employee’s employment and for the Restricted Period (as defined below), Employee shall not engage in any Prohibited Activity anywhere in the world. For the purposes of this Agreement, # “Restricted Period” shall mean the later of # the period during which Employee is entitled to receive any payment pursuant to Section 5(b) of this Agreement, or # twelve (12) months following termination of this Agreement; and # “Prohibited Activity” shall mean the design, development, marketing, sale, re-sale, manufacture or distribution of home infusion products, or other similar activities, or the engagement in any other business in which the Company is actively engaged immediately prior to the commencement of the Restricted Period, in each case on Employee’s behalf or on behalf of another (including as a shareholder, member, employee, employer, owner, operator, manager, advisor, consultant, agent, partner, joint venturer or investor of another person or entity). Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information or other Confidential Information of the Company except as otherwise permitted hereunder.

The Executive agrees that # during the term of Executive’s employment with the Company and, # during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.

Non-Compete/Non-Solicitation. In consideration of the Grant, the Participant shall not during the course of employment for the Company and for a period of one (1) year subsequent to termination of employment for any reason, or such longer period of time as set forth in an employment agreement or any other agreement between the Participant and the Company, (the “Restrictive Period”), either individually or in partnership or in conjunction with any other person or persons, firm, association, syndicate, company, corporation or any other business entity, as principal, agent, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, own, manage, operate, control, be employed by, be engaged in, be interested in or advise any business entity or person, carrying on, engaged in, interested in or concerned with, any business activities anywhere in the world that reasonably compete with those business activities in which the Participant was engaged on behalf of the Company (whether directly or indirectly) at any time during the twelve (12) months prior to separation from the Company (the “Restricted Activities”). The Participant shall also not during the Restrictive Period contact any customers or former customers of the Company, in any manner, for the purpose of soliciting or accepting any business that competes with the Restricted Activities, or request, induce or advise any customers of the Company to withdraw, curtail or cancel their respective business with the Company. In addition, the Participant shall not during the Restrictive Period contact any employees of the Company for the purpose of inducing or otherwise encouraging said employees to leave their employment with the Company. The Participant hereby confirms that all restrictions and affirmative obligations contained in this Section 10 are reasonable, valid and necessary to protect the Company’s legitimate business interests and the Participant hereby waives all defenses to the strict enforcement thereof by the Company. The Company agrees that the provisions of this Section 10 shall not prevent the Participant from purchasing as a passive investor up to two percent (2%) of the outstanding publicly traded shares or other securities of any class of stock listed on a stock exchange.

In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of Executive’s employment with DeVry Group, Executive has, and will continue to, become familiar with DeVry Group's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning DeVry Group, its Affiliates, and their customers and suppliers and that Executive’s services have been and will be of special, unique and extraordinary value to DeVry Group and its Affiliates. The Executive agrees that, during the Employment Period and continuing for, as applicable, # twelve (12) months thereafter, regardless of the reason for the termination of Executive's employment other than under Section 9(a) above or # eighteen (18) months in the event of a termination under Section 9(a) above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area:

Non-Competition, Non-Solicitation. In recognition and consideration of his receipt of the Resignation Payment, and his eligibility for additional benefits hereunder, Employee hereby covenants and agrees as follows: