Non-competition Agreement

NON-COMPETITION AGREEMENT


NON-COMPETITION AGREEMENT, dated as of __________, 1999 (this "Agreement"), by and between 7TH LEVEL, INC., a Delaware corporation (the "Company"), and MICHAEL A. WEBSTER ("Employee").


RECITALS


WHEREAS, the Company is simultaneously entering into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, 7th Level Merger Corporation ("Merger Corporation") and ViaGrafix Corporation, an Oklahoma corporation ("ViaGrafix"), pursuant to which Merger Corporation shall merge with and into ViaGrafix (the "Merger");


WHEREAS, Employee is the current President and Chief Executive Officer of ViaGrafix and a principal stockholder of ViaGrafix; and


WHEREAS, the Company desires to employ Employee as President of the Company's ViaGrafix subsidiary and Vice President of the Company pursuant to a separate employment agreement;


WHEREAS, due to his stock ownership and operation of ViaGrafix, the Employee could take actions to effectively impair the successful operation by the Company of ViaGrafix after the Merger, and therefore it is a condition precedent to the Merger that Employee enter into this Agreement in order to induce the Company to complete the Merger.


NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:


1. NON-COMPETITION AND NON-SOLICITATION.


1.1 PROHIBITION ON COMPETITION. During the greater of (x) three years from the effective time of the Merger and (y) the period of his employment with the Company (other than on behalf of the Company) and for twenty four (24) months after the date of termination of his employment with the Company (the "Non-Competition Period"), Employee agrees that, without the prior written consent of the Company: he will not, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee, or in any other capacity (and whether or not for compensation) carry on, be engaged in or employed by or be a consultant to or have any financial interest in, any business which is "in competition with the business of the Company" (as defined in Section 1.4 below). Nothing in this Section 1 shall be construed so as to preclude


Employee from (i) investing in any publicly held company provided Employee's beneficial ownership of any class of such company's securities does not exceed 5% of the outstanding securities of such class, (ii) owning memberships, or other similar rights or interests therein, of any United States or foreign securities, commodities, options or similar exchange, board of trade, contract market or terminal association (collectively "Exchanges") and exercising the rights and privileges attendant to such ownership for his own personal account or for the account of any spouse, child, parent or sibling or any trust created for the benefit of Employee or any of the foregoing or for the account of any entity wholly owned by Employee or any of the foregoing relatives or trusts or (iii) trading or dealing on any Exchanges for Employee's own personal account or for the account of any relative or any trust created for the benefit of any relative of Employee.


1.2 NON-SOL ...