Non-competition Agreement

EXHIBIT 10.3
NON-COMPETITION AGREEMENT


THIS NON-COMPETITION AGREEMENT (this "Agreement") is made as of the __th day of September, 1996, by and among 3D SYSTEMS, INC., a California corporation ("3D") and Wayne O. Duescher ("Covenantor").


RECITALS


3D is purchasing from Keltool all of the assets (the "Assets") of Keltool, together with the goodwill of Keltool (collectively, the "Business"), located at 561 Shoreview Park Road, St. Paul, Minnesota 55126, pursuant to that certain Asset Purchase Agreement dated August 30, 1996 (the "Purchase Agreement"). Covenantor has, in consideration of 3D entering into the Purchase Agreement, which Purchase Agreement would not have been entered into by 3D if Covenantor was unwilling to execute this Agreement, agreed to execute this Agreement and perform his obligations hereunder.


AGREEMENT


NOW, THEREFORE, in reliance on the foregoing facts and in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


1. NON-COMPETITION. During the term hereof Covenantor agrees that, throughout the State of Minnesota, any other state or territory of the United States, or anywhere else in the World, he shall not, without the prior written consent of 3D (which consent may be withheld by 3D in the exercise of its sole and absolute discretion), directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representative, consultant, investor, owner, partner, stockholder (except as a holder of less than 2% of the issued and outstanding voting stock of a publicly held corporation), member, manager joint venturer or otherwise permit his name to be used by or in connection with, or lease, sell, or permit to use any real property or interest therein owned by him to, any business which is in any manner competitive with the Business, as conducted during the one year period prior to the date hereof; provided however, that Covenantor may continue to conduct the business of Keltech Engineering as currently conducted (the "Keltech Business"). It is agreed that the Keltech Business as currently conducted does not involve the manufacture of, sale of, or provision of services to enable or facilitate the manufacture or creation of, any hard tools or molds for hard tools. In connection with and in addition to the foregoing, Covenantor agrees during the term hereof not to: (i) hire or offer employment to any employee of 3D or any of its affiliates unless 3D first terminates the employment of such employee (except with respect to Matt Mullenburg, who Conventor may hire or offer employment to upon the earlier of (x) the relocation of the Assets


and Business of Keltool to California, or (y) after six months after the Closing of the sale pursuant to the Purchase Agreement); or (ii) solicit, divert, or take away from 3D and its affiliates the business of any individual, corporation, trust, estate, partnership, joint venture, association, limited liability company, governmental bureau or other entity of whatsoever kind or nature ("Person") who or which at the time of the Closing or at any time within the three years prior to such time or at any time thereafter, was a customer of the Business.


2. CONFIDENTIAL INFORMATION. Covenantor agrees that he will not, during the term of this Agreement or at any time thereafter, use or disclose to any Person other than 3D or its affiliates or their respective employees acting on behalf of 3D or its affiliates, any customer list, potential customer list, records, techniques, business secrets, trade secrets or any other information with respect to the Business not available generally in the rapid prototype tooling or moldmaking industries and not known to competitors of 3D or its affili ...