Intellon Corporation Employment Offer Letter to Brian T. McGee (SVP & CFO)

Rate of Pay:

$ 9,583.33 per pay period. Based on 24 pay periods per year, this equates to $230,000 annually (“Base Salary”).

Equity Incentive:

You will receive a grant of stock options covering 1,107,105 shares of Intellon common stock under the Intellon 2000 Employee Incentive Plan, as amended, effective as of your first day of employment with Intellon. Based upon Intellon’s existing capital structure (including the issuance and sale in December 2006 of shares of Series C Convertible Preferred Stock for $18 million), this grant represents approximately 1.0% of the fully-diluted stock of the Company as of the date of this letter. Twenty-five percent of these options will vest upon the last day of the month which is the month in which the first anniversary of the date of grant occurs (the “Initial Vesting Date”) and the remaining 75% of the options will vest at the end of each three month period (each a “Quarter”) succeeding the Initial Vesting Date, in the amount of 6.25% of the award per Quarter, with the first such succeeding Quarter (12 Quarters in all) commencing on the first day following the Initial Vesting Date. The acceleration of the vesting of your options upon the occurrence of a Change in Control of the Company will be governed by the terms of the 2000 Employee Incentive Plan, provided that any options which have not then vested will

immediately vest if you are terminated other than for Cause (as defined below) within twelve months following a Change in Control (as defined in such plan). The grant will be made by the Compensation Committee of Intellon’s Board of Directors (“Compensation Committee”), which will also determine the exercise price of the options as of the date of grant based on the per share value of the shares of Intellon common stock as determined pursuant to a valuation now being conducted by an independent accounting firm. The options will be incentive stock options to the extent permitted by applicable tax provisions.

Annual Cash Incentive:

You will be eligible to participate in one or more annual cash incentive programs, such as the Intellon Annual Cash Incentive Program (“ACIP”), as amended from time to time, in which your performance goals will consist of the Company’s annual performance goals and other specific individual or team performance goals approved by the Company’s Chief Executive Officer or the Compensation Committee. The maximum annual cash incentive payment for meeting all of the goals under the ACIP will be 35% of your Base Salary.

Supervisor:

You will report to the Chief Executive Officer of Intellon.

Relocation:

The location of this position is at Intellon’s headquarters office, which is presently located in Ocala, Florida. You will be expected to relocate your principal residence from California to the Ocala or Orlando, Florida area within 90 days of the date you commence your employment with Intellon.

Intellon will pay or reimburse you for up to $25,000 aggregate maximum of actual and reasonable documented moving and relocation expenses, including such expenses as packing, transportation and unpacking of household goods and house hunting trips.

If you leave Intellon of your own accord within the first year of employment, you will be required to reimburse Intellon for the amount of the relocation benefits paid to you during that period of time. Intellon will have the right to offset any such amount, as well as any other amounts you may owe to Intellon, against Intellon’s payment obligations to you.

Relocation benefits are subject to tax implications to you in accordance with the Internal Revenue Service guidelines. Certain amounts may be subject to federal income tax withholding. You will not be reimbursed for any taxes that may be due, or any taxes that may be withheld, with respect to any relocation reimbursements provided to you.

Prior to the earlier of (i) 45 days after the commencement of your employment or (ii) the date that you relocate your principal residence to Florida, Intellon will also reimburse you for the reasonable and documented expenses of temporary accommodations and transportation expense in the Ocala, Florida area, provided such arrangements are approved in advance by Intellon’s Chief Executive Officer.

Other Benefits:

You will be eligible to participate in the Intellon Employee Benefits Package, subject to applicable plan terms and waiting periods not to be later than February 1, 2007. You will be eligible for paid vacation in accordance with Intellon’s vacation policy for officers, subject to a minimum of three weeks of vacation per year.

Travel:

This position requires frequent overnight travel in the United States, Canada and overseas. Intellon will reimburse you for the reasonable and documented expenses of this travel, in accordance with Company policies.

Other Matters:

This offer is subject to a negative (favorable) test on a pre-employment drug screening setup by Intellon Corporation.

This offer is subject to your executing and returning the enclosed Employment Agreement to Intellon. The terms of the enclosed Employment Agreement were a material factor in determining the terms of this letter.

The terms of the incentive plans and benefit programs described in this letter are subject to the terms of the applicable governing documents and agreements.

This position requires that you devote your full business time to the advancement of Intellon’s interests and to the discharge of your duties and responsibilities with Intellon. However, provided that such service does not reflect adversely on Intellon or interfere with your performance of the duties and

responsibilities of your position with Intellon, you may at your election and expense continue to serve as a member of the Board of Directors (but not as the chair of any Board committee) of HydroGen Corporation.

/s/ Charles E. Harris

/s/ Brian T. McGee

/s/ Brian T. McGee

[Address]

/s/ Brian T. McGee