Non-compete Agreement Coda And Lohman

EXHIBIT 10.28


NONCOMPETITION AGREEMENT
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This Noncompetition Agreement (the "Agreement") is entered into and effective as of April 29, 1994, by and between CODA ENERGY, INC. ("Coda"), a Delaware corporation, and TOMMIE E. LOHMAN ("Lohman"), a resident of Dallas, Texas.


R E C I T A L S


WHEREAS, as of April 29, 1994, Coda and its wholly owned subsidiary, Alliance Natural Gas, Inc., ("Alliance") (Coda and Alliance being collectively referred to herein as the "Companies") entered into that certain Agreement and Plan of Merger (the "Merger Agreement") whereby Taurus Energy Corp. ("Taurus"), a Texas corporation, will merge into Alliance with Alliance being the surviving corporation;


WHEREAS, Lohman is an officer, director and shareholder of Taurus, and, subsequent to the merger with Alliance, will continue to be an officer and director of Alliance;


WHEREAS, as a part of the consideration for the Companies entering into the Merger Agreement, Lohman has agreed to refrain for a period of time from engaging in the type of business conducted by Taurus and Alliance; and,


WHEREAS, this Agreement is an integral part of the Merger Agreement and is entered into in connection with the consummation thereof, pursuant to Section 7.02(f) thereof.


A G R E E M E N T


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Agreement and in consideration of the performance rendered and to be rendered under the Merger Agreement in connection herewith, the receipt and sufficiency of which is hereby acknowledged, the Companies and Lohman hereby agree as follows:


1. Covenant Not to Compete. Without the prior written consent of the
----------------------- Companies and subject to the remaining provisions of this Agreement, Lohman shall not (either on his own behalf or on behalf of any other person or entity):


(a) invest, participate or engage, directly or indirectly (as owner, partner, stockholder, director, investor, employee, advisor, consultant or otherwise) in the gathering, processing and/or marketing of natural gas and natural gas liquids, including but not limited to the operation of natural gas processing plants and associated gathering systems, (the "Business") anywhere within the States of Texas or Oklahoma; provided, however, that Lohman may own shares of stock in Coda and less than 5% of the common stock of any publicly owned company and may engage in any activities undertaken at the request of or on behalf of Coda;


(b) solicit or attempt to solicit or accept business that is competitive with the Business;


(c) take any action intended to damage or diminish the goodwill or reputation of the Companies or any affiliate thereof;


(d) solicit or in any manner attempt to influence or induce any employee employed, now or in the future, by the Companies or any affiliate thereof to leave such employment.


2. Termination of Covenant. The covenant not to compete set forth in
----------------------- paragraph 1 above shall terminate upon the earlier to occur of (i) April 29, 1997, or (ii) the date the Companies (or either of them) elect to cease paying Lohman the "Minimum Compensation" set forth on Exhibit A attached hereto for any reason other than the termination of Lohman's employment for cause.


3. Nature of Restrictions. Lohman acknowledges that:
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(a) (i) the Business is regional in scope and highly competitive, (ii) the Companies reasonably expect to tran ...