CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

1.

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.

3.

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”).

5.

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.

2.

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.

4.

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:

(1)

Employee occupies an executive and management position within the Company;

(2)

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;