Appendix G
Covenant Not to Compete
1.	Names
We, Gregory J. Caton and Cathryn E. Nichols, make this covenant not to compete with the business known as Lumen Foods, which has been purchased by ____________________________________________________ (Buyer).
2.	Background
Together and/or separately we are the founder, sole shareholder, developers, and continuous operational managers of the Lumen Foods business since it was founded by Gregory Caton in February, 1986.   At no time has one of us NOT been in control of the business.  Concurrently with my signing of this covenant, the Buyer is buying the Lumen Foods operation and all assets pertaining to it.
3.	Payment
We make this covenant in consideration of that purchase.
4.	Noncompetition
For the next 20 years, we will not directly or indirectly participate in a food manufacturing business within the United States, or participate in the sale of any products made anywhere in the world that would compete with Lumen Foods’ products.  This includes participating in my own business or acting as a co-owner, director, officer, consultant, independent contractor, employee, or agent of a competing business.
In particular, we will not:
(a)	solicit or attempt to solicit any business or trade from actual or prospective customers or clients of the Business
(b)	employ or attempt to employ any employee of the Business
(c)	divert or attempt to divert business away from the Business or
(d)	encourage any independent contractor or consultant to end a relationship with the Business.
5.	Permitted Activities
It will not be a breach of this covenant for us to engage in any of the following activities:  sell non-competing products of a different nature within the same industry.
6.	Breach
We acknowledge and agree that if we breach or threaten to breach any of the terms of this covenant, Buyer and the Business will sustain irreparable harm and will be entitled to obtain an injunction to stop any breach or threatened breach.
7.	Governing Law
We agree that this covenant will be governed and construed in accordance with the laws of the State of Louisiana.

Signed and agreed to this ______ day of ______________ , 2006, in Lake Charles, Louisiana.
Buyer:							Seller:

___________________________			_____________________________
							Cathryn E. Caton
							President & CEO 
							  (and sole shareholder)
							Herbologics, Ltd.
							409 Scott Street
							Lake Charles, LA  70601

___________________________			______________________________
							Gregory J. Caton
							Former CEO / Founder
							Herbologics, Ltd.