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Noncompetition Agreement

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EXHIBIT NO. 10.47


NONCOMPETITION AGREEMENT
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This Noncompetition Agreement (the "Agreement") is made as of the 1st day of September, 1999, between JIT MANUFACTURING, INC., a North Carolina corporation headquartered in Greensboro, North Carolina ("JIT") and GIBRALTAR PACKAGING GROUP, INC. a Delaware corporation, doing business, either directly or through one or more subsidiary companies, in North Carolina ("Gibraltar").


WITNESSETH:


WHEREAS, JIT is purchasing substantially all of the operating assets of G B Labels, Inc., a Delaware corporation ("GBL") pursuant to the Asset Purchase Agreement of even date herewith ("Asset Purchase Agreement");


WHEREAS, GBL is engaged in the business of manufacturing and selling pressure sensitive flexo printed labels (the "Business");


WHEREAS, GBL is a wholly owned subsidiary of Gibraltar and Gibraltar acknowledges it will receive substantial benefits from the transaction contemplated in the Asset Purchase Agreement;


WHEREAS, JIT is engaged in the business of manufacturing printed labels and related services in the Geographic Area (as defined herein) and intends to expand its services and products into other geographic areas;


WHEREAS, Gibraltar has agreed to enter into this Agreement in consideration of the purchase by JIT of substantially all of the assets of GBL and as a condition to closing the Asset Purchase Agreement;


WHEREAS, JIT was in part induced to enter into the Asset Purchase Agreement in consideration of the execution and delivery of this Agreement by Gibraltar;


WHEREAS, Gibraltar's execution and delivery of this Agreement is one of the conditions of JIT's obligation to consummate the Asset Purchase Agreement;


NOW, THEREFORE, JIT and Gibraltar hereby agree as follows:


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1. Covenant Not to Compete. For and in consideration of the amounts to be paid by JIT to Gibraltar pursuant to Section 4 hereunder and other good and valuable consideration described above, Gibraltar covenants and agrees that for a period of two (2) years from the date hereof (the "Non-Competition Period"), Gibraltar will not directly or indirectly, either for Gibraltar or for any other person, partnership, corporation or company engage in the manufacturing, marketing, sale, or provision of pressure sensitive flexo labels (hereinafter all activities set forth in this Section are individually referred to as a "Covered Activity" and collectively referred to as the "Covered Activities") with those customers of GBL listed on the attached Exhibit A. The term "engage in" shall include having any direct or indirect interest in any enterprise, whether as an officer, director, employee, investor, partner, joint venturer, sole proprietor, principal, agent, representative, independent contractor, shareholder, or owner (other than by passive ownership of less than 5% of the stock or other securities of a publicly held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).


The parties acknowledge and agree that the covenants described herein were arrived at as a result of arms length bargaining, that the consideration arrived at herein being paid to Gibraltar in exchange for such agreement is reasonable and the parties hereby waive the right to assert the unreasonableness of such restrictions.


2. Confidentiality.


(a) Gibraltar recognizes and acknowledges that it has been privy
to confidential, proprietary and non-public information much
of which GBL has agreed to sell to JIT pursuant to the Asset
Purchase Agreement and which will be acquired by JIT,
including, but not limited to, information relating to GBL's
operations, plans and activities, proprietary and trade secret
information, and other commercial
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