Cash and cash equivalents

The Company is a Delaware corporation with its principal place of business at 500 Golden Ridge Road, Suite 100, Golden, Colorado 80401. In the course of its business, the Company has developed significant confidential and proprietary information and trade secrets from which it derives independent economic advantage as a result of that information and those trade secrets being not generally known.

Employee is a founder of the Company and has served as the Company’s Chief Executive Officer and a director since the Company’s inception in 1995. Employee currently is Chief Executive Officer, President and Chairman of the Board of the Company. The Company and Employee previously entered into a Noncompetition and Nonsolicitation Agreement effective as of effective as of March 17, 2000, and amended and restated effective December 31, 2007 (the “Prior Noncompete Agreement”). The Company and Employee also previously entered into an Employment Agreement effective as of April 1, 1996, and amended and restated effective December 31, 2007 (the “Prior Employment Agreement”).

The Company and Employee desire to amend, restate and replace the Prior Noncompete Agreement with a new agreement that, among other things, (i) more clearly defines the business of the Company, (ii) extends Employee’s noncompetition period to a period that the Company and Employee agree is commensurate with, among other things, Employee’s positions with the Company and his special experience with and knowledge of the Company’s business, and (iii) provides Employee with compensation for his noncompetition and other agreements that the Company and Employee believe is reasonable and appropriate under the circumstances. Contemporaneous with this Agreement, the Company and Employee are entering into an Amended and Restated Employment Agreement that amends, restates and replaces the Prior Employment Agreement (the “New Employment Agreement”).

Employee acknowledges that Employee’s position is an executive or management level position. Due to Employee’s special training, experience, and knowledge that Employee has regarding the Company’s business as a result of Employee’s employment with the Company, Employee acknowledges that this Agreement is intended to protect the Company from competition by Employee for the period of time and in the location(s) stated in Section 4 below.

Employee recognizes and acknowledges that the Company has developed significant confidential and proprietary information and trade secrets from which it derives independent economic advantage as a result of that information and those trade secrets being not generally known. Employee further recognizes and acknowledges that Employee’s position with the Company is one of trust and confidence by reason of Employee’s access to, development of, or contact with the Company’s confidential information and proprietary information and trade secrets.

Proprietary Property. Employee discloses and assigns to Company Employee’s interest in any and all copyrightable works, client information, inventions, designs, trade secrets, processes, discoveries, concepts, or improvements (hereinafter collectively called “Developments”), including all rights to obtain, register, perfect or enforce the Company’s proprietary interest in such Developments, that Employee has to date, or may in the future, discover, conceive, and/or develop, either individually or jointly with others during the course of Employee’s employment with the Company (including any and all Developments based wholly or in part upon ideas conceived during Employee’s employment with the Company), or while using the Company’s data, facilities and/or materials, provided the subject matter is one within the Company’s field of interest. “Subject matter within the Company’s field of interest” includes any subject which the Company considers relevant to any past, current, or future projects or operations. Employee’s obligations under this Section apply without regard to whether any idea for a Development occurs to Employee on or off the job. Employee further agrees that all Developments as described herein are the Company’s proprietary property in which the Company has the exclusive legal right, whether or not patent applications are filed thereon.

Ownership of Ideas and Documents. All ideas, inventions, and other Developments or improvements conceived or reduced to practice by Employee, alone or with others, whether or not during working hours, that are within the scope of the Company’s business operations or that relate to any of the Company’s work or projects, shall be the exclusive property of the Company. Employee agrees to assist the Company, at its expense, to obtain copyrights or trademarks on any such copyrightable or trademarkable developments, and agrees to execute all documents necessary to obtain such copyrights or trademarks in the name of the Company. Employee shall assist the Company in the preparation of patents, including the execution and delivery of any disclosures, patent applications or papers related to any development within the Company’s field of interest as described in Section 2 above. If such assistance takes place when Employee is no longer employed with the Company, the Company will compensate Employee at a reasonable rate for Employee’s assistance.

Covenant Not to Compete. The Company has spent a significant amount of time, effort, and money developing the information, products, services, methods, systems, techniques, procedures, know-how and client and customer information used by the Company and the processes for identifying and marketing to the Company’s clients and customers and potential clients and customers and handling the needs of the Company’s clients and customers. This unique compilation of information has resulted in unique products and forms, management and control systems, and generally a style, system, technique and method of business operation that gives the Company an advantage over competitors that do not know of or utilize such information. As a result, such information is proprietary to the Company, confidential, and constitutes trade secrets. Accordingly:

Employee’s Acknowledgment. Employee agrees and acknowledges that in order to assure the Company that it will retain its value as a going concern, it is necessary that Employee undertake not to use Employee’s special knowledge of the Company and Employee’s relationships with customers and suppliers and other parties to compete with the Company. Employee further acknowledges that:

Employee occupies an executive and management position within the Company;

During Employee’s employment under this Agreement, Employee will occupy a position of trust and confidence with the Company and Employee has, and/or will, become familiar with the Company’s trade secrets and with other proprietary and confidential information concerning the Company;

The agreements and covenants contained in this Section 4 are essential to protect the Company and its goodwill;

Employee is a founder of the Company, has been its Chief Executive Officer since inception, and Employee’s employment with the Company has special, unique and extraordinary value to the Company and the Company would be irreparably damaged if Employee were to provide services to any person or entity in violation of the provisions of this Agreement;

Employee has means to support Employee and Employee’s dependents other than by engaging in a business similar to the business of the Company, and the provisions of this Section will not impair such ability; and

For the foregoing reasons, in consideration of the payments to be made to Employee under this Agreement and the New Employment Agreement, the Restricted Period as defined in Section 4(b) below is the minimum period of time that the conduct prohibited is reasonably limited, and that the Territory defined in Section 4(b), below, is reasonable and necessary to protect the Company, consistent with the provisions of Colo. Rev. Stat. § 8-2-113 and Colorado’s Uniform Trade Secrets Act, Colo. Rev. Stat. §§ 7-74-101 to 110.

Non-Compete. Employee hereby agrees that during Employee’s employment with the Company and for a period of three (3) years following the termination of Employee’s employment with the Company for any reason (the “Restricted Period”), Employee will not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in developing, designing, producing, marketing, selling or rendering of products or services that are substantially similar to those produced, marketed, sold or rendered (or in the process of being produced, marketed, sold or rendered) by the Company during the Restricted Period (the “Business”) anywhere in the United States of America (the “Territory”). With respect to the Territory, Employee specifically acknowledges that the Company has conducted the Business throughout the Territory and the Company intends to continue to expand the Business throughout the Territory. Notwithstanding the foregoing, Employee may own (without any more extensive relationship) not more than a 1% interest in any publicly-held corporation or other business entity.

Non-Hire. For the period commencing on the date of Employee’s termination and ending two (2) years later, Employee shall not, directly or indirectly, hire or solicit any employee of the Company or encourage any employee to leave such employment for any business whether or not a competitor of the Company.

Consideration. In consideration of the covenants and agreements of Employee contained in this Agreement, the Company agrees to compensate Employee as set forth in this Section 5. Capitalized terms used in this Section 5 without definition shall have the meanings ascribed to them in the New Employment Agreement.

Employee Representations. Employee hereby represents to the Company and covenants that the execution and delivery of this Agreement by Employee and the Company and the performance by Employee of Employee’s duties hereunder for the Company shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Employee is a party or otherwise bound and/or otherwise infringe or violate the rights of any former employer or other third party. Employee further represents that Employee has not and will not in the future use any confidential materials or trade secrets of Employee’s prior employers at any location of the Company or on Employee’s home computer.

Employment at Will. This Agreement shall not be construed as creating an employment term for a definite time, and in no way impairs the right of either Employee or the Company to terminate Employee’s employment for any reason, or no reason, at any time, with or without notice.

Remedies. Employee acknowledges and agrees that the covenants set forth in Sections 1-5 of this Agreement (collectively, the “Restrictive Covenants”) are reasonable and necessary for the protection of the Company’s business interests, that the Company will be irreparably injured if Employee breaches any of the terms of the Restrictive Covenants, and that in the event of an actual or threatened breach of any such Restrictive Covenants, the Company will have no adequate remedy at law. Employee accordingly agrees that in the event a court of competent jurisdiction finds any actual or threatened breach by Employee of any of the Restrictive Covenants, the Company shall be entitled to immediate temporary injunctive and other equitable relief, without the necessity of showing actual monetary damages and without the need to post a bond or any other type of security, subject to hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages which it is able to prove.

Severability. Should any of the provisions of this Agreement to any extent be held to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. In the event a court of competent jurisdiction finds any portion of any Restrictive Covenant to be unenforceable, the court shall modify the relevant Restrictive Covenant to reflect the maximum restriction allowed by law and shall then enforce the Restrictive Covenant as so modified.

Applicable Law. This Agreement has been made and executed in, and shall be construed and enforced according to, the laws of the State of Colorado.

Waiver. No provision of this Agreement may be waived, except by an agreement in writing signed by all of the parties hereto. A waiver of any term or provision shall not be construed as a waiver of any other term or provision.

Headings. The subject headings used in this Agreement are included for purposes of reference only, and shall not affect the construction or interpretation of any of its provisions.

Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

Entire Agreement. This Agreement, together with the New Employment Agreement, contain the entire understanding between the Company and the Executive with respect to the subject matter and supersede any prior employment, severance or noncompetition agreements between the Company and its affiliates, and the Executive, including without limitation the Prior Noncompete Agreement and the Prior Employment Agreement.