Executive shall direct and manage the affairs of the Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as are customarily associated with and incident to the positions of Chief Executive Officer and President and as the Company may, from time to time, require of him, subject to the direction of the Company’s Board.  Executive shall be the only officer of the Company with the right to report directly to the Board; provided, however, that other officers of the Company may report directly to the Board: (i) if such officer is elected to the Board with the prior consent of Executive; (ii) such officer reports directly to the Board with the consent of the Executive; or (iii) such officer reports to the Board as may be required by law. These duties, functions and responsibilities include, but are not limited to, directing the Company’s day-to-day affairs, as well as defining the roles and responsibilities of the Company’s officers and employees.  The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive’s ability and shall promote the interests and reputation of the Company.  Unless prevented by sickness or disability, the Executive shall devote his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that it shall not be a breach of this Agreement for the Executive to manage his own private financial investments; or with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies that do not compete with the Company, so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, or otherwise violate this Agreement or the Company’s other policies.  A list of boards of directors upon which Executive currently is a member is attached hereto as Exhibit A, and, upon appointment of Executive as Chief Executive Officer and President, the Board also will consent to Executive’s service on those boards of directors.  The principal place of employment of the Executive shall be the principal executive offices of the Company.  The Executive acknowledges that in the course of his employment he may be required, from time to time, to travel on behalf of the Company. Executive will follow and comply with the policies and procedures of the Company, including without limitation, policies relating to business ethics, code of conduct, conflict of interest, non-discrimination, confidentiality and protection of trade secrets, and insider trading. Executive hereby represents and confirms that neither (i) Executive’s entering into this Agreement nor (ii) Executive’s performance of Executive’s duties and obligations hereunder will violate or conflict with any other agreement (oral or written) to which Executive is a party or by which Executive is bound.  Without commenting on whether a breach of any other section of this Agreement is material, the parties agree that a breach of this Section 2 shall be a material breach of this Agreement.

3.                                        COMPENSATION .  During Executive’s employment under this Agreement, Executive will be provided with the below compensation and benefits.

(a)                                   Base Salary .  The Company will pay to Executive for services provided hereunder an annualized base salary (“Base Salary”) at an initial rate of $850,000.00, which Base Salary will be paid on a bi-weekly basis in accordance with the Company’s normal payroll policies and procedures.  The Board will review Executive’s performance on an annual basis and determine any adjustments to Executive’s Base Salary in its sole discretion but in no

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event may the Board reduce Executive’s Base Salary by greater than 10% (i.e. during Executive’s employment with the Company, his base salary shall never be less than $765,000).

(b)                                  Incentive Compensation . Executive will be eligible to participate in the Company’s 2008 Cash Incentive Plan bonus plan (the “Bonus Plan”), in accordance with its terms, as may be amended and in effect from time to time.  Executive’s annual target incentive compensation under the Bonus Plan shall be 100% of Executive’s Base Salary with a possible payout of up to a maximum of 200% of Executive’s Base Salary pursuant to the current terms and conditions of the Bonus Plan. Executive shall have a guaranteed bonus under the Bonus Plan equal to no less than 50% of Executive’s Base Salary for the remainder of 2009 (pro rated based on the proportion of the year Executive was employed by the Company).  However, Executive shall be eligible to receive the full possible payout of 200%, without proration, in the calendar year 2009.  All payments under the Bonus Plan (and any successor thereto) shall be made to the Executive within 2 ½ months after the end of the calendar year in which such payments were earned.

(c)                                   Stock Options .  Effective upon commencement of Executive’s employment with the Company and upon approval by the Board, the Company will grant to Executive an option to purchase 400,000 shares of common stock of the Company at the fair market value as of the date of the grant, subject to the Company’s 2007 Equity Incentive Plan and a written stock option agreement to be entered into by and between Executive and the Company.

(d)                                  Restricted Stock .  Effective upon commencement of Executive’s employment with the Company and upon approval by the Board, the Company will grant to Executive 400,000 shares of restricted stock pursuant to the Company’s 2007 Equity Incentive Plan and a written restricted stock award agreement to be entered into by and between Executive and the Company.

(e)                                   Signing Bonus .  Executive will receive a $350,000 signing bonus payable within 5 business days of his commencing employment with the Company.

(f)                                     Deferred Compensation .  Executive will be eligible to participate in the Company’s 2007 Senior Executive Deferred Compensation Plan in accordance with its terms, as may be amended and in effect from time to time.

(g)                                  Employee Benefits .  Executive will be entitled to participate in all employee benefit plans and programs generally available to and on terms no less favorable than executive employees of the Company, to the extent that Executive meets the eligibility requirements for each individual plan or program.  Executive’s participation in any plan or program will be subject to the provisions, rules, and regulations of, or applicable to, the plan or program.  The Company provides no assurance as to the adoption or continuation of any particular employee benefit plan or program.

(h)                                  Business Expenses .  The Company will reimburse Executive for all reasonable and necessary out-of-pocket business, travel, and entertainment expenses incurred by

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Executive in the performance of Executive’s duties and responsibilities to the Company during Executive’s employment under this Agreement.  Such reimbursement shall be subject to the Company’s normal policies and procedures for expense verification, documentation, and reimbursement; provided, however, that Executive shall submit verification of expenses within 45 days after the date the expense was incurred, and the Company shall reimburse Executive for such expenses eligible for reimbursement within 30 days thereafter.  The right to reimbursement hereunder is not subject to liquidation or exchange for any other benefit, and the amount of expenses eligible for reimbursement in a calendar year shall not affect the expenses eligible for reimbursement in any other calendar year.

(i)                                      Vacation Time .  Executive shall be entitled to 25 days of paid vacation per year.

(j)                                      Relocation Benefits .  The Company will provide Executive with a relocation package with respect to reasonable costs associated with relocating from the London, England metropolitan area to the Boulder, Colorado metropolitan area.  If Executive does not commence employment or he terminates his employment with the Company within one year of his start date as an employee of the Company, Executive shall reimburse the Company for a pro-rata share of all relocation expenditures made by the Company pursuant to this Section 3(j).  As an example: If Executive completes six months of service prior to terminating his employment with the Company, he shall reimburse the Company for 50% of all relocation expenditures (6 months = 50% pro-rata share).  Such package shall include:

(i)                                      Payment to an agreed upon vendor for reasonable costs of packing, moving and unpacking the household goods, automobiles and personal effects of Executive and Executive’s immediate family from the London, England metropolitan area to the Boulder, Colorado metropolitan area.

(ii)                                   Payment of rental costs for reasonably acceptable temporary housing in the Boulder, Colorado metropolitan area for Executive and Executive’s immediate family for up to 12 months while Executive searches for a permanent residence in the Boulder, Colorado metropolitan area.

(iii)                                Executive shall submit invoices, receipts or other appropriate documentation of each expense under this Section 3(j) within 30 days after such expense is incurred, and the Company will pay such reimbursements to Executive, or directly to a vendor, within 30 days thereafter.

4.                                        CONFIDENTIAL INFORMATION .  Except as authorized in writing by the Board or as necessary in carrying out Executive’s responsibilities for the Company, Executive will not at any time divulge, furnish, or make accessible to anyone or use in any way, any confidential, proprietary, or secret knowledge or information of the Company that Executive has acquired or will acquire about the Company, whether developed by himself or by others, concerning (a) any trade secrets, (b) any confidential, proprietary, or secret designs, inventions, discoveries, programs, processes, formulae, plans, devices, or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company, (c) any

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confidential, proprietary, or secret customer or supplier lists, (d) any confidential, proprietary, or secret development or research work, (e) any strategic or other confidential business, marketing, or sales plans, systems or techniques, (f) any confidential, proprietary, or secret financial data or plans, or (g) any other confidential or proprietary information or secret aspects of the business of the Company.  Executive acknowledges that the above-described knowledge and information constitute a unique and valuable asset of the Company and represent a substantial investment of time and expense by the Company, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company.  Executive will refrain from intentionally committing any acts that would materially reduce, and shall take reasonable steps to protect, the value of such knowledge or information to the Company.  The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes generally publicly known, other than as a direct or indirect result of the breach by Executive of this Agreement, (ii) is independently made available to Executive in good faith by a third party who has not violated a confidential relationship with the Company, or (iii) is required to be disclosed by law or legal process.  Executive understands and agrees that Executive’s obligations under this Agreement to maintain the confidentiality of the Company’s confidential information are in addition to any obligations of Executive under applicable statutory or common law.

5.                                        VENTURES .  If, during Executive’s employment with the Company, Executive participates in the planning or implementing of any project, program, or venture involving the Company, all rights in such project, program, or venture belong to the Company.  Except as approved in writing by the Board, Executive will not be entitled to any interest in any such project, program, or venture or to any commission, finder’s fee, or other compensation in connection therewith.  Executive will have no interest, direct or indirect, in any customer or supplier that conducts business with the Company, provided, however, that prior to commencing employment with the Company, Executive has disclosed in writing to the Company, his interest in certain entities that, at some time, may be interested in conducting business with the Company.  Executive is under no obligation to divest himself of such interest.  Executive agrees that, if any such entities desire to conduct business with the Company, Executive shall exclude himself from any such dealings, shall not participate in any decision regarding whether to engage in such a relationship, and shall not engage in conversation with the decision makers at the Company regarding the advisability of such a relationship.

6.                                        INTELLECTUAL PROPERTY .

(a)                                   Disclosure and Assignment .  Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while Executive is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while Executive is employed by the Company, in each case, that relates to the Company’s business (collectively, “Creations”).  Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation.  Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a

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“work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

(b)                                  Trademarks .  All right, title, and interest in and to any and all trademarks, trade names, service marks, and logos adopted, used, or considered for use by the Company during Executive’s employment (whether or not developed by Executive) to identify the Company’s business or other goods or services (collectively, the “Marks”), together with the goodwill appurtenant thereto, and all other materials, ideas, or other property conceived, created, developed, adopted, or improved by Executive solely or jointly during Executive’s employment by the Company and relating to its business shall be owned exclusively by the Company.  Executive shall not have, and will not claim to have, any right, title, or interest of any kind in or to the Marks or such other property.

7.                                        NONCOMPETITION AND NONSOLICITATION COVENANTS .

(a)                                   Agreement Not to Compete .  During Executive’s employment with the Company and for a period of 8 consecutive months from and after the termination of Executive’s employment, whether such termination is with or without Cause, or is at the instance of Executive or the Company, Executive will not, directly or indirectly, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, investor, stockholder, employee, mem