WARRANT

Exhibit 10.21

FORM OF WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.

SILICON MOUNTAIN HOLDINGS, INC.

WARRANT

Warrant to Purchase Shares of Common Stock Warrant No. ___		April ___, 2008 Number of Shares: 89,284 (Subject to adjustment)

     This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, Silicon Mountain Holdings, Inc., a Colorado corporation (the “Company”), hereby grants to MemoryTen, Inc. (the “Holder”), or its registered assigns, the right to purchase from the Company a number of shares of the Company’s common stock, $.001 par value per share, (“Common Stock”) at a purchase price of $.01 per share (the “Exercise Price”) pursuant to that certain Release and Settlement Agreement, dated April ___, 2008 (the “Settlement Agreement”). All capitalized terms not defined herein shall have the meanings given to them in the Subscription Agreement.

     1. Exercise of Warrant.

     1.1 Exercise Period .

               (a) Except as restricted as set forth in Section 1.3 below, Holder may exercise this Warrant, in whole or in part, at any time and from time to time commencing on the date hereof and prior to 5:00 p.m. (central standard time) on April ___, 2010 (the “Expiration Date”);

     1.2 Procedure for Exercising Warrant .

     (a) This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

     (i) A completed Exercise Agreement, in substantially the form set forth in Exhibit A hereto and as described in Section 1.4 below, executed by the person exercising all or part of the purchase rights represented by this Warrant (the “Purchaser”);

     (ii) This Warrant;

     (iii) If this Warrant is not registered in the name of the Purchaser, an Assignment in the form set forth in Exhibit B , evidencing the assignment of this Warrant to the Purchaser and the consent of the Company thereto; and

     (iv) A check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

     (b) Certificates representing shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within 10 days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. The Company will deliver such new Warrant to the person designated to receive it in the Exercise Agreement.

     (c) The Common Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date.

     (d) The issuance of certificates for shares of Common Stock upon exercise of this Warrant will be made without charge to the Holder or the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares.

     1.3 Net Exercise . Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall

issue to the Holder a number of shares of Common Stock computed using the following formula:

		X = Y (A-B)
		A
Where X =		the number of shares of Common Stock to be issued to the Holder
Y =		the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
A =		the fair market value of one share of the Company’s Common Stock (at the date of such calculation)
B =		Exercise Price (as adjusted to the date of such calculation)

For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined based on the following:

     (a) if this Warrant is exercised in connection with an initial public offering of Common Stock, then the fair market value of one share of Common Stock shall be the price that one share of Common Stock is offered to the public in such initial public offering; and

     (b) if the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the “National Market System”) of the Nasdaq, the fair market value of one share of Common Stock as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the fair market value of one share of Common Stock as of a specified day shall be the mean of the last bid and asked prices reported on such date by the Nasdaq or, if reports are unavailable from Nasdaq, then by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value of one share of Common Stock as of a specified day shall be determined in good faith by the Board of Directors of the Company, taking into account the most recently or concurrently completed arm’s length transaction between the Company and an unaffiliated third party the closing of which occurs within the six months preceding or on the date of such calculation, if any.

     1.4 Exercise Agreement . The Exercise Agreement will be substantially in the form set forth in Exhibit A hereto, except that if the shares of Common Stock are not to be issued in the name of the Holder, the Exercise Agreement will also state the name of the person to whom the certificates representing the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the

     shares of Common Stock purchasable hereunder, it will also state the name of the person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered.

     1.5 Fractional Shares . The Company is not required to issue any fraction of a share of Common Stock upon exercise of this Warrant. If the Company elects not to issue fractional shares hereunder, the Company shall pay cash consideration in lieu of any fractional shares that would otherwise have been issued hereunder but for the preceding sentence.

     1.6 Securities Acts Compliance . As a condition to its delivery of the certificates representing the Common Stock, the Company may require the Purchaser to deliver to the Company, in writing, representations regarding the Purchaser’s sophistication, accredited investor status (as defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission), investment intent, acquisition for his, her or its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering, and Company may place conspicuously upon each certificate representing the Common Stock a legend restricting the assignment, transfer or other disposition of the shares of Common Stock, unless such shares have been registered or qualified under the Act and applicable blue sky laws or there has been delivered to the Company an opinion of counsel, s