Appendix A for

Non-competition Covenants and Protection of Trade Secrets and Other Intellectual Property in Employment Agreements

by Lee Carl Bromberg
Bromberg & Sunstein LLP
Boston, Massachusetts
April 23, 1996

Drafting Termination Documents
MCLE, Inc. 1996

Revised March, 1995

Appendix A

Lablaw, Inc

Conflicts of Interest Policy

GENERAL:

Each employee of LABLAW is expected to act in the best interest of LABLAW and to refrain from placing himself or herself in the position that could produce a conflict between his or her interest and the interests of LABLAW or any employee benefit plan or trust funded by LABLAW. It is the duty of all employees to act in good faith at all times and not to utilize their employment for private personal advantage.

This policy, while not covering every conceivable area of conflict of interest, is intended to review and restate certain broad ethically sound principles of conduct that are to be used as guidelines whenever a question may arise. LABLAW's "Guidelines of Company Principles and Practices" are made herein part of the Schedule by reference.

As used herein, the term LABLAW shall mean LABLAW, Inc. and its affiliates, the Lablaw Limited Partnership, and any employee benefit plan or trust funded by LABLAW. The term "member of immediate family" shall mean the employee's spouse and a relative of the employee or of his or her spouse living in the employee's household. A person, firm, or corporation which acts for or represents a supplier of goods and services in the sale of such goods and services to LABLAW shall also be deemed to be doing business with LABLAW.

POLICY GUIDELINES:

No official or employee of LABLAW may serve as an officer, employee, or director of or consultant to any business entity which does business with or is competitive with LABLAW, unless prior approval is obtained from the President of LABLAW.
No official or employee of LABLAW or member of his or her immediate family may accept, directly or indirectly, from any person, firm, or corporation doing business with LABLAW, any money, loans (except loans from banks or other lending institutions in the normal course of their business) or any gift or gratuity, favor or service, which might conceivably tend to induce him or her to violate his or her duties to LABLAW. The foregoing is not intended to prohibit the acceptance of promotional or advertising items marked with the name of the donor, or items distributed by donors to all of their customers.
No official or employee of LABLAW or member of his or her immediate family may have any direct or indirect interest in any business entity doing business with LABLAW or in any business in which LABLAW may hereafter become engaged if such interest represents a substantial proportion of such business entity. In any case where a direct or indirect interest in any such business entity exists, the same must be disclosed to, and approved in writing by the President of LABLAW. There shall be excluded from the foregoing prohibition any direct or indirect interest in any corporation (a) which is publicly owned; and (b) whose securities are actively traded on any stock exchange or on any over-the-counter market; and (c) in which such officer or employee and members of his or her immediate family own less that 1% of the outstanding shares of each class of equity securities.
No official or employee of LABLAW may utilize the services of any person employed by LABLAW for improvement or maintenance of his or her property on Company time.
No LABLAW products or property shall be sold by LABLAW to any person employed by LABLAW except through channels and pursuant to policies authorized by the President of LABLAW.

APPROVED:

Chief Executive Officer

Date: March, 1995

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