Form of Non-compete Agreement Between The Registrant, Officers And Directors

Exhibit 10.28


CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION AGREEMENT

This CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION AGREEMENT (this " Agreement" ) is made as of November , 2005 by and between Boulder Specialty Brands, Inc., a Delaware corporation (the " Company" ), and (the " Affiliate" ), who is an officer or director of, or a senior advisor to, the Company.

RECITALS


Contemporaneously with the date hereof, the Company will enter into Indemnification Agreements (collectively, the " Indemnification Agreements" or individually, a " Indemnification Agreement" ) with each of the officers and directors of, and senior advisors to, the Company, each of whom individually will be a signatory to a counterpart of this Agreement; and


In order to induce the Company to enter into an Indemnification Agreement for the benefit of the Affiliate, the Affiliate has agreed to enter into this Agreement for the benefit of the Company, it being the intent and agreement of the parties that the Company' s execution of the Indemnification Agreement with the Affiliate and the Company' s payment of $500 cash as additional consideration will together constitute good and adequate consideration for the Affiliate' s execution, and agreement to the terms, of this Agreement; and


The Affiliate acknowledges the adequacy and receipt of the consideration recited above and, on that basis, the parties agree as follows:

1. Nondisclosure of Confidential Information . Affiliate shall not, without the prior written consent of the Company, use, divulge, disclose, or make accessible to any other person, firm, partnership, corporation, or other entity any Confidential Information pertaining to the business of the Company, its subsidiaries, or its affiliates during his relationship with the Company or subsequently, except (i) if employed by the Company, in the business of and for the benefit of the Company, or (ii) as required by law. Affiliate shall also not deliver, reproduce or in any way allow any Confidential Information or any documentation relating thereto to be delivered or used by any third parties without specific direction or consent of a duly authorized representative of the Company. In the event of termination of the Affiliate' s relationship with the Company for any reason whatsoever, the Affiliate shall (i) surrender and deliver to the Company promptly all records, materials, equipment, drawings and data of any nature pertaining to any Confidential Information of the Company, and (ii) not take with him any copies of, or descriptions containing or pertaining to, any Confidential Information which the Affiliate has produced or obtained during the course of his relationship with the Company.

For purposes of this Section 1, " Confidential Information" shall mean non-public information or trade secrets concerning or related to the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing, acquisition, and divestiture plans and other non-public, proprietary and confidential information of the Company, that, in any case, is not otherwise available to the public (other than by Affiliate' s breach of the terms hereof), including any subject matter pertaining to any business of the Company or any of its customers or affiliates which the Affiliate may produce, obtain or otherwise acquire during the course of his relationship with the Company, as well as notes, analyses or summaries of the same.

2. Non-Competition and Non-Solicitation .

(a) During the period (hereinafter, the " Non-Compete Period" ) commencing on the execution of this Agreement and ending on the earlier of the date on which the Company (i) closes its initial business combination (as the term " business combination" is defined in the Company' s Registration Statement on Form S-1 as filed with the U.S. Securities and Exchange Commission, SEC File No. 126364 (the " Registration Statement" ...