NON-COMPETITION AGREEMENT (the "Agreement") made as of this 30th day of

September, 1997, by and between MIL 3, INCORPORATED (the "Company"), a Delaware

corporation, and MARC A. COHEN ("Cohen"), an individual residing in Washington,

D.C.  (The Company and Cohen are each sometimes referred to herein as a "Party"

and collectively as the "Parties.")

 

                                 WITNESSETH:

 

     WHEREAS, in accordance with a Series A Preferred Stock Purchase Agreement

(the "Purchase Agreement") dated as of September, 1997 among Summit Investors

III, L.P. and Summit Ventures IV, L.P. (together, the "Investors") and the

Company, the Investors have purchased from the Company a total of 144,640 shares

of the Company's Series A Convertible Preferred Stock, par value $ .001 per

share (the "Series A Preferred Stock"); and

 

     WHEREAS, Cohen is currently the Chairman and Chief Executive Officer of the

Company; and

 

     WHEREAS, it is a condition to the obligations of the Investors under the

Purchase Agreement that this Agreement be executed and delivered by Cohen and

the Parties are willing to execute and deliver this Agreement and to be bound by

the provisions hereof.

 

     NOW, THEREFORE, in consideration of the foregoing and other good and

valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the Parties intending legally to be bound hereby, agree with each

other as follows:

 

          1.   Covenant Not to Compete.

               -----------------------

 

               (a) While Cohen is employed by the Company and, in the event that

Cohen's employment with the Company has terminated either at his voluntary

election or for "good cause" (as hereafter defined), for a period of twelve

months thereafter, Cohen agrees that he will not, directly or indirectly, for

himself or on behalf of or in conjunction with any other person, partnership,

corporation or other entity, own, maintain, engage in, render any services for,

manage, have any financial interest in, permit his name to be used in or hire or

solicit any employees or customers of the Company for any enterprise in

competition with any of the Company's products or services in any market served

by the Company or any market in which the Company has, as of the date of such

termination, firm documented plans to enter within six months after such date.

Notwithstanding the foregoing, Cohen may during his employment and thereafter

own up to one percent (1%) of the outstanding voting securities of any publicly-

held company.

 

               (b) If, at the time of enforcement of any provision of Section

1(a) above, a court holds that the restrictions stated therein are unreasonable

under circumstances then existing, the Parties agree that the maximum period,

scope or geographical area reasonable under such circumstances will be

substituted for the stated period, scope or area.

<PAGE>

 

               (c)  As used herein, "good cause" means a written determination

in good faith by a disinterested majority of the board of directors of the

Company after compliance with the procedures set forth in Section 1(d), which

determination specifies:

 

                    (i)    Cohen's habitually willful or negligent failure to

                           perform the duties that he is required to perform as

                           directed by the board of directors of the Company;

 

                    (ii)   Cohen's commission of any act or acts of demonstrable

                           dishonesty resulting in a material detriment to the

                           Company;

 

                    (iii)  Cohen's conviction of a felony or other crime

                           involving dishonesty or moral turpitude; or

 

                    (iv)   Cohen's inability to perform his normal duties for

                           the Company by reason of illness, injury or

                           incapacity for a period of one hundred twenty (120)

                           substantially consecutive days.

 

               (d)  If the Company asserts that any of the events or

circumstances specified in Section 1(c) above as constituting good cause for

Cohen's termination has occurred, the Company will serve a written notice upon

Cohen (with a copy to the Investors) specifying such events or circumstances in

detail. Thereafter, Cohen shall have a period of not less than thirty (30) days

in which to cure any such alleged deficiencies which are specified in such

written notice. If, after such written notice and opportunity to cure and upon

consideration of all information supplied by Cohen in response to the Company's

assertion, a disinterested majority of the Company's board of directors, in good

faith, makes a written determination that good cause for Cohen's termination

existed, then the provisions of Section 1(a) shall be applicable to Cohen's

activities.

 

          2.   Confidential Information.  All information, data and documents

               ------------------------

concerning the Company's business and affairs provided by the Company to Cohen

in whatever form (the "Confidential Information") is confidential and

proprietary to the Company, and Cohen agrees that, except as appropriate in the

performance of his duties as Chairman and Chief Executive Officer of the

Company, and after the termination of his employment with the Company, to

protect the Confidential Information from further disclosure to any third party.

 

               (a)  Cohen's obligation to maintain the confidentiality of the

Confidential Information as set forth in this Agreement is not applicable to any

information, data or document which:

 

                    (i)    is or becomes known to the public other than through

                           the act or omission of Cohen;

 

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<PAGE>

 

                    (ii)   is required to be disclosed under applicable law or

                           by a governmental order, decree, regulation or rule

                           (provided that Cohen shall give written notice to the

                           Company prior to such disclosure so as to permit the

                           Company to assert its rights and protect the

                           confidentiality thereof);

 

                    (iii)  was acquired by Cohen from a third party which Cohen

                           does not know or have reason to know obtained the

                           same from the Company, either directly or indirectly,

                           under an agreement to maintain its confidentiality;

                           or

 

                    (iv)   was developed by Cohen independently of any

                           information, data or document which he received from

                           the Company and as to which he owes no obligation of

                           confidentiality.

 

          3.   Miscellaneous

               -------------

 

               (a)  Notices.  Any notice provided for in this Agreement must be

                    -------

in writing and must be delivered to the recipient, by courier or by mail,

postage pre-paid, at the address below indicated:

 

     To the Company:

 

          MIL 3, Incorporated

          3400 International Drive

          Washington, D.C. 20008

          Attn:  Marc A. Cohen, Chairman and Chief Executive Officer

 

     To Cohen:

 

          Marc J. Cohen

          c/o MIL 3, Incorporated

          3400 International Drive, N.W.

          Washington, D.C. 20008

          Attn: Marc Cohen, Chairman

           and Chief Executive Officer

 

     To the Investors:

 

          Summit Ventures IV, L.P.

          Summit Investors III, L.P.

          c/o Summit Partners, L.P.

          600 Atlantic Avenue

          Boston, MA  02110

          Attn: Bruce Evans

 

                                       3

<PAGE>

 

     with copy to:

 

          Hutchins, Wheeler & Dittmar

          101 Federal Street

          Boston, MA  02120

          Attn:  James Westra, Esquire

 

or such other address or to the attention of such other person as the recipient

shall have specified by prior written notice to the sending Party.  Notices

given in accordance with the foregoing shall be deemed received (i) upon

receipt, if hand delivered, and (ii) five business days after deposited in the

U.S. mail, if sent by mail.

 

               (b)  Amendments and Waivers.  As long as the Investors own

                    ----------------------

shares of the Series A Preferred Stock, this Agreement may not be amended,

modified or terminated without the prior written consent of the Investors.

Except as provided in the preceding sentence, amendments or additions to this

Agreement may be made, and compliance with any term, covenant, agreement,

condition or provision set forth herein may be omitted or waived (either

generally or in a particular instance and either retroactively or prospectively)

upon the written consent of each of the Parties.

 

               (c)  Entire Agreement.  This Agreement constitutes the entire

                    ----------------

agreement of the Parties with respect to the matters contemplated herein. This

Agreement supersedes any and all prior understandings as to the subject matter

of this Agreement.

 

               (d)  Equitable Relief.  Each of the Parties recognizes that the

                    ----------------

Company shall not have an adequate remedy at law if Cohen fails to comply with

the provisions of this Agreement, and that damages will not be readily

ascertainable, and Cohen expressly agrees that in the event of any failure by

him to comply with this Agreement, the Company shall be entitled to seek

specific performance of such Cohen's obligations hereunder and that Cohen will

not oppose an application seeking such specific performance.

 

               (e)  Binding Effect; Assignment.  This Agreement shall be

                    --------------------------

binding upon and inure to the benefit of the successors and assigns of the

Parties hereto.

 

               (f)  General; Definitions.  The Section headings contained in

                    --------------------

this Agreement are for reference purposes only and shall not in any way affect

the meaning or interpretation of this Agreement. Reference to the term "Section"

herein is to a Section of this Agreement. In this Agreement the singular

includes the plural, the plural the singular, and the use of any gender includes

the neuter, masculine and feminine genders.

 

               (g)  Severability.  If any provision of this Agreement shall be

                    ------------

found by any court of competent jurisdiction to be invalid or unenforceable, the

Parties hereby waive such provision to the extent that it is found to be invalid

or unenforceable. Such provision shall, to the maximum extent allowable by law,

be modified by such court so that it becomes enforceable, and,

 

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<PAGE>

 

as modified, shall be enforced as any other provision hereof, with all the other

provisions hereof continuing in full force and effect.

 

               (h)  Counterparts.  This Agreement may be executed in two

                    ------------

counterparts, each of which shall constitute an original but both of which

together shall constitute one and the same instrument.

 

               (i)  Governing Law.  This Agreement shall be deemed a contract

                    -------------

made under the laws of the State of New York and together with the rights and

obligations of the parties hereunder, shall be construed under and governed by

the laws of such State.

 

               (j)  Third Party Beneficiaries. This Agreement is made for the

                    -------------------------

benefit of the Parties hereto and shall not confer any rights or benefits on any

person not a party hereto.

 

 

                        [Signatures on following page]

 

                                       5

<PAGE>

 

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly

executed as of the date first above written.

 

 

                                   /s/ Marc A. Cohen

                                   ------------------------------

                                   MARC A. COHEN

 

 

 

                                   MIL 3, INCORPORATED

 

 

                                   By: /s/ Alain Cohen

                                      ---------------------------

                                   Its: President

                                       --------------------------