Covenant Not to Compete and Non-Disclosure Agreement - Nike Inc. and Mark G. Parker


                         COVENANT NOT TO COMPETE
                       AND NON-DISCLOSURE AGREEMENT


PARTIES:

          Mark G. Parker (EMPLOYEE)

          NIKE, Inc., an Oregon corporation, and its divisions,
          subsidiaries and affiliates (NIKE)

DATE: October 6, 1994

RECITALS:

          A.     This Covenant Not to Compete is executed upon the 
EMPLOYEE's assumption of additional responsibilities for worldwide 
marketing and development activities of NIKE.

          B.     Over the course of EMPLOYEE's employment with NIKE, 
EMPLOYEE will be or has been exposed to and/or in a position to 
generate confidential information including but not limited to 
confidential techniques, methods, styles, designs and design concepts, 
developments, customer lists, vendor lists, contract factory lists, 
pricing information, manufacturing plans, business plans, marketing 
plans, sales information, methods of operation, knowledge and data 
relating to processes, products, machines, compounds and compositions, 
formulae, lasts and molds.  It is anticipated that EMPLOYEE will 
continue to be exposed to confidential information, will be exposed to 
more confidential information and to confidential information of 
greater sensitivity as EMPLOYEE advances in the company.  This 
confidential information is information peculiar to NIKE's business.  
The nature of NIKE's business is highly competitive and disclosure of 
any confidential information would result in severe damage to NIKE and 
be difficult to measure.  

          C.     NIKE makes use of the confidential information 
described in paragraph B above throughout the world.  This confidential 
information of NIKE can be used to NIKE's detriment anywhere in the 
world.

          D.     The provisions of this Covenant Not to Compete and 
Non-Disclosure Agreement are a condition of EMPLOYEE's employment 
advancement with NIKE.

          E.     The provisions of this Covenant Not to Compete and 
Non-Disclosure Agreement are reasonable.


AGREEMENTS:

          1.     COVENANT NOT TO COMPETE.  During the period of time 
EMPLOYEE is employed by NIKE, under the terms of any employment 
contract or otherwise, and for one (1) year thereafter, EMPLOYEE will 
not directly or indirectly, own, manage, operate, join, control, or 
participate in the ownership, management, operation or control of, or 
be employed by or connected in any manner with, any business engaged 
anywhere in the world in the athletic footwear business, athletic 
apparel business, or any other business which directly competes with 
NIKE or any of its subsidiaries or affiliated corporations.  This 
provision is (a) subject to NIKE's option to waive, but only with the 
concurrence of the EMPLOYEE, all or any portion of the one (1) year 
time period of non-competition following termination more specifically 
provided for in paragraph 2; and (b) subject to NIKE's option to 
specifically identify, at the time of termination, those businesses 
which EMPLOYEE may not be employed by or connected with for the period 
of non-competition.  NIKE agrees to act in good faith in its exercise 
of the above-noted options.

          2.     ADDITIONAL CONSIDERATION.

                 a.     As additional consideration for the covenant 
not to compete described in paragraph 1 above, it is agreed that:

                           (i)     If EMPLOYEE voluntarily leaves the 
employ of NIKE at any time during the term hereof, NIKE shall pay 
EMPLOYEE an amount per month equal to one-twenty-fourth (1/24) of 
EMPLOYEE's then current "Annual NIKE Income" (defined herein to mean 
base salary and bonuses received by EMPLOYEE during the twelve (12) 
month period immediately preceding termination), or $20,833.34 per 
month, whichever is greater, for the one (1) year period of non-
competition following voluntary termination of employment, payable on 
the first day of each month, or

                           (ii)    If EMPLOYEE is involuntarily 
terminated by NIKE at any time during the term hereof, either with or 
without cause, NIKE shall pay EMPLOYEE an amount per month equal to 
one-twelfth (1/12) of EMPLOYEE's then current Annual NIKE Income, or 
$41,666.67 per month, whichever is greater, for the one (1) year period 
of non-competition following involuntary termination of employment, 
payable on the first day of each month.

                  b.     NIKE may waive all or any portion of the one 
(1) year period of non-competition following termination, subject to 
the following provisions:

                           (i)     At any time during, or prior to the 
commencement of, the one (1) year period, NIKE may tender to EMPLOYEE 
thirty (30) days written notice of its desire to waive all or the then 
remaining portion of the one (1) year period of non-competition.  
Within the thirty (30) day notice period, EMPLOYEE will have the option 
of accepting or rejecting NIKE's tender by advising NIKE in writing of 
EMPLOYEE's election to accept the waiver, in which event EMPLOYEE would 
be free to compete at the end of the thirty (30) day notice period and 
all payments to EMPLOYEE hereunder would cease, or to reject the 
waiver, in which event EMPLOYEE would continue to be prohibited from 
competing for the remaining portion of the one (1) year period of non-
competition and payments to EMPLOYEE would continue as herein provided.

                           (ii)    However, notwithstanding anything 
contained in subparagraph 2(b)(i) above, if EMPLOYEE is terminated by 
NIKE "for cause" (defined herein to include only continual and repeated 
neglect of duties and dishonesty) NIKE shall have the unqualified right 
to waive, without EMPLOYEE's consent, all or any portion of the one (1) 
year period of non-competition following termination, by giving 
EMPLOYEE written notice of such election not less than thirty (30) days 
prior to the effective date of the waiver.   In that event, NIKE shall 
not be obligated to pay EMPLOYEE hereunder for any months as to which 
the covenant not to compete has been waived.

          3.     LESSER RESTRICTIONS.     Should any of the terms of 
paragraphs 1 and 2 above be found unreasonable or invalid by any court 
of competent jurisdiction, the parties agree to accept as binding, in 
lieu thereof, the maximum terms enforceable by law.

          4.     EXTENSION OF TIME.     The covenant not to compete 
described in paragraphs 1, 2 and 3 above shall be extended by a time 
period equal to any time consumed in enforcement of the obligations 
hereunder during which EMPLOYEE engaged in activities violating the 
covenant not to compete.

          5.     NON-DISCLOSURE AGREEMENT.    During the period of 
employment by NIKE and forever thereafter,  EMPLOYEE will hold in 
confidence all information of a confidential nature, including but not 
limited to the information described in Recital "B", (all of which 
information of a confidential nature shall hereinafter be referred to 
as "confidential information") and will not, any time, directly or 
indirectly, use any confidential information for any purpose outside 
the scope of EMPLOYEE's employment with NIKE or disclose any 
confidential information to any person or organization without the 
prior written consent of NIKE.  Specifically, but not by way of 
limitation, EMPLOYEE shall not ever copy, transmit, reproduce, 
summarize, quote, publish or make any commercial or other use 
whatsoever of any confidential information without the prior written 
consent of NIKE.

          6.     RETURN OF CONFIDENTIAL INFORMATION.     Upon 
termination and upon written request by NIKE at any time, EMPLOYEE 
shall return to NIKE all documents, records, notebooks and other 
similar repositories of or containing confidential information, 
including all copies thereof, then in EMPLOYEE's possession, whether 
prepared by EMPLOYEE or others, and deliver to NIKE any and all other 
confidential information, in whatever form, that may be in EMPLOYEE's 
possession or under EMPLOYEE's control.

          7.     UNAUTHORIZED USE.     During the period of employment 
with NIKE and thereafter, EMPLOYEE shall notify NIKE immediately of the 
unauthorized possession, use or knowledge of any confidential 
information by any person employed or not employed by NIKE at the time 
of such possession, use or knowledge.  EMPLOYEE shall promptly furnish 
details of such possession, use or knowledge to NIKE, will assist in 
preventing the reoccurrence of such possession, use or knowledge, and 
shall cooperate with NIKE in any litigation against third parties 
deemed necessary by NIKE to protect the confidential information.  
EMPLOYEE's compliance with this paragraph shall not be construed in any 
way as a waiver of any of NIKE's rights or remedies against EMPLOYEE 
arising out of or related to such unauthorized possession, use or 
knowledge. 

          8.     INJUNCTIVE RELIEF.     The remedy at law for any 
breach of this Covenant Not to Compete and Non-Disclosure Agreement 
will be inadequate.  It is reasonable to require that EMPLOYEE not 
compete with NIKE in order to protect NIKE from unfair use of the 
confidential information.  NIKE shall be entitled to injunctive relief 
in addition to any other remedy it may have.  A breach of this Covenant 
Not to Compete and Non-Disclosure Agreement during the period of 
EMPLOYEE's employment in addition to any other rights or remedies NIKE 
may have.  

          9.     WAIVER, AMENDMENT, MODIFICATION OR CANCELLATION.  No 
waiver, amendment, modification or cancellation of any term or 
condition of this Covenant Not to Compete and Non-Disclosure Agreement 
shall be effective unless executed in writing by the party charged 
therewith.  No written waiver shall excuse the performance of any act 
other than the act or acts specifically referred to therein.

          10.    APPLICABLE LAW/JURISDICTION/VENUE.     This Covenant 
Not to Compete and Non-Disclosure Agreement, and EMPLOYEE's employment 
hereunder, shall be construed according to the laws of the state of 
Oregon and EMPLOYEE hereby submits to the jurisdiction of the courts of 
the state of Oregon and waives application of any foreign law relating 
to this Agreement and EMPLOYEE's employment by NIKE.  Any suit or 
action of any kind relating to this Agreement or the subject matter 
hereof shall be brought in a court located in Washington County, 
Oregon.

EMPLOYEE                               NIKE, Inc.

By: /s/ Mark G. Parker                 By: /s/ Philip H. Knight
_______________________                _________________________
Name: Mark G. Parker                   Name: Philip H. Knight