NON-DISCLOSURE & NON-COMPETITION AGREE.

NON-DISCLOSURE AND NON-COMPETITION AGREEMENT



NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (this "Agreement") dated the 15 day of February, 1996 by and between White Pine Software, Inc., a Delaware corporation having its principal place of business at 40 Simon Street, Suite 201, Nashua, New Hampshire 03060-3043 (the "Employer"), and David Bundy, an individual residing at 71 Bartemus Trail, Nashua, NH 03603 (the "Employee").



WITNESSETH:



WHEREAS, the Employer is engaged in the business of creating, developing, selling, supplying, marketing, promoting and distributing computer software and related goods, accessories, equipment and furnishings to customers located both within and outside of the State of New Hampshire; and



WHEREAS, pursuant to the Employee's employment with the Employer, the Employer has access to confidential and proprietary information of the Employer which the Employer and the Employee desire to protect for the benefit of the Employer; and



WHEREAS, in exchange for the Employee's covenants pursuant to this Agreement the Employer is providing the Employee with certain severance benefits as provided herein and contemporaneously herewith is granting the Employee options to purchase certain stock of the Employer pursuant to the terms of a Stock Option Agreement by and between the Employer and the Employee.



NOW, THEREFORE, in consideration of the covenants and promises hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employer and the Employee represent, covenant and agree as follows:



1. Non-Disclosure of Proprietary or Confidential Information and

------------------------------------------------------------- Confidential Communications. The Employee recognizes and acknowledges that the - --------------------------- names, addresses and purchasing history of the Employer's customers, the names and other pertinent data concerning the persons responsible for purchasing for such customers, the particular needs and application of such customers for computer hardware and software programs, the names and addresses of the Employer's suppliers and technology licensors (collectively, "Suppliers"), the Employer's purchasing history with its Suppliers, the names and other pertinent data concerning the persons employed by the Employer's Suppliers who are responsible for supplying the Employer with products, services and software, the Employer's proprietary computer software programs, technology, trade secrets and any other confidential and proprietary information concerning the business or affairs of the Employer (including marketing and business plans and strategies, pricing lists and policies, and cost information) (hereinafter collectively referred to as the "Confidential Information") constitute a valuable, proprietary, special and unique asset of the Employer's business. The Employee further recognizes and acknowledges that any communications, whether written, oral or otherwise, that the Employer or any of the Employer's employees has with the Employer's existing or prospective customers and Suppliers are extremely confidential (hereinafter the "Confidential Communications"). The term "Confidential Information" shall exclude any information that has been made public through no fault of the Employee.



The Employee shall not, for any reason whatsoever, during the term or after the termination of his employment with the Employer, use, disclose or allow access to, for his own benefit or for that of another, the Confidential Information or the Confidential Communications (or any part thereof) to any person, firm, corporation, association or other entity for any reason or for any purpose whatsoever.



In the event of a breach or threatened breach by the Employee of the provisions of this Section, the Employer shall be entitled to an injunction restraining the Employee from so using, disclosing or allowing access to, in whole or in part, the Confidential Information and the Confidential Communications or from rendering any services to any person, firm, corporation, association or other entity to whom the Confidential Information or the Confidential Communications, in whole or in part, have been disclosed or are threatened to be disclosed. Nothing herein shall be construed as prohibiting the Employer from pursuing any other remedies available to the Employer for such breach or threatened breach, including, but not limited to, the recovery of damages and reasonable attorneys' fees from the Employee.



Upon termination of this Agreement by either party for any reason, the Employee shall return to the Employer any of the Confidential Information, Confidential Communications, charts, company literature, reports, computer hardware, software and peripherals belonging to the Employer, Employer credit cards or other proprietary materials and other property of the Employer then in the Employee's possession and all other materials of the Employer which the President of the Employer requests the Employee to so return.



This Section shall in all respects survive any termination of this Agreement and shall remain in full force and effect thereafter. In the event that any provision of this Section 1 shall conflict with any term or condition of any other confidentiality agreement between the Employer and the Employee, then the more restrictive provision shall be deemed to apply in order to accomplish the purposes of this Section 1 and such other agreements; that being to protect the Employer's Confidential Information and Confidential Communications.



2. Covenant Not to Compete; Non-solicitation of Employees and Customers.

-------------------------------------------------------------------- The Employee agrees that while employed by the Employer and for a continuous period of eighteen (18) months following the date of the termination of his employment with the Employer for any reason whatsoever (the "Restricted Period"), he shall not (without the express prior written consent of the Board of Directors of the Employer), directly or indirectly, compete with the Employer. In construing the foregoing prohibition, the Employee shall be deemed to be competing with the Employer if he shall become self-employed in, or accept employment with, consult with, render services to or become associated with, own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be



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