DNAprint Genomics (DNAG)

[mingwan0]

Some relevant extracts from the employment agreement of Tony Frudakis:

http://www.sec.gov/Archives/edgar/data/1127354/000107087601000054/0001070876-01-000054-0004.txt

The Company hereby employs Executive and the latter hereby accepts employment by the Company for the five (5) year period commencing on 22 August, 2000 (the "Commencement Date") and expiring 22 August, 2005...

5. Proprietary Interests.

During or after the expiration of his term of employment with the Company, the Executive shall not communicate or divulge to, or use for the benefit of, any individual, association, partnership, trust, corporation or other entity except the Company, any proprietary information of the Company received by the Executive by virtue of such employment, without first being in receipt of the Company's written consent to do so. Executives employment shall be subject to the stipulations and conditions outlined in Exhibit C, attached hereto.

6. Restrictive Covenant.

During the term of his employment hereunder and for the two (2) year period following the termination thereof for any reason other than (a) the Company's discontinuance of activities; (b) an adjudication of the Company's material breach of any of its obligations set forth in Sections 1-4, inclusive; or (c) a termination of the Executive by the Company under the provisions of subparagraph d. (2) of Section 8. below, the Executive shall not, directly or indirectly, engage in or become an owner of, render any service to, enter the employment of, or represent or solicit for any business which competes with any activity of the Company conducted at any time during the Executive's period of employment and which is located in any county of the State of Florida in which the Company shall maintain any activity. The parties expressly agree that the duration and geographical area of this restrictive covenant are reasonable.

This covenant shall be construed as an agreement independent of any other provision herein, and the existence of any claim or cause of action of the Executive against the Company regardless of how arising, shall not constitute a defense to the enforcement by the Company of its terms. If any portion of the covenant is held by a court of law to be unenforceable with respect either to its duration or geographical area, for whatever reason, it shall be considered divisible both as to time and geographical area, so that each month of the specified period shall be deemed a separate period of time and each county within the State of Florida a separate geographical area, resulting in an intended requirement that the longest lesser period of time or largest lesser geographical area found by such court to be a reasonable restriction shall remain an effective restrictive covenant, specifically enforceable against the Executive.

Notwithstanding any statement contained in this Section 6. to the contrary, legal or beneficial ownership by the Executive of a less than five percent (5%) interest in a competitive corporation at least one (1) class of capital stock of which is publicly traded on a national or regional stock exchange or by means of an electronic interdealer quotation system, shall not be deemed to constitute a breach by the Executive of the terms hereof.

7. Remedies for Breach of Executive's Obligations.

The parties agree that the services of the Executive are of a personal, specific, unique and extraordinary character and cannot be readily replaced by the Company. They further agree that in the course of performing his services, the Executive will have access to various types of proprietary information of the Company, which, if released to others or used by the Executive other than for the benefit of the Company, in either case without the Company's consent, could cause the Company to suffer irreparable injury. Therefore, the obligations of the Executive established under ss.ss. 5. and 6. hereof shall be enforceable both at law and in equity, by injunction, specific performance, damages or other remedy; and the right of the Company to obtain any such remedy shall be cumulative and not alternative and shall not be exhausted by any one or more uses thereof.