validity of non-compete when employer initiates termination

Hey MEL.

Basic question:
What are my odds of beating a non-compete agreement with an employer that terminated me due to economic downsizing?

Points of interest:
* Employee Agreement states that intent behind non-compete clause is to prevent competitors from luring away company employees after company makes a considerable investment in its employees. I was *not* lured away - I was terminated, and solely for economic reasons.

* Employee Agreement places restrictions on engaging as an "employee" or "consultant." What about if I form a new, competitive company? I believe this qualifies as a "principle." There is no mention of acting as a "principle" in my employee agreement.

* Employer is headquartered in MA, and I live and work in NY.

* Employer is aware of my idea to form a new competitive company and is preparing a new contract *permitting* me to do so, but with caveats (of course); i.e., I cannot engage current customers of my former employer in New England and RTP. They want me to sign it quickly. I have not yet done so. I feel it is a strong-arm attempt to close the gaping holes in the original Employee Agreement which, as I read it, doesn't cover this situation. I feel I should just ignore it and act as I will.

* I can fax my Employee Agreement and In-progress Contract upon request.

Any help you can provide will be greatly appreciated. Time is of the essence; this all came up *real fast* (just over a week ago), and my former employer wants a decision by 10/8/01.

Thanks!

-- Dave Hutton