1.         Agreement to Employ.   The Company desires to secure the services of Executive as Chief Financial Officer, or such other title or titles which may be mutually acceptable to Company and Executive. The Company and Executive desire to enter into this Agreement to, among other things, set forth the terms of Executive's employment with the Company.

2.         Term of Agreement.   This Agreement shall be binding upon and enforceable against the Company and Executive immediately when both parties execute the Agreement. The Agreement's stated term and the employment relationship created under it will begin on May 1, 2009, and will remain in effect for a term of three (3) years, unless earlier terminated in accordance with Agreement Section 9 (the "Initial Employment Term"). This Agreement shall be automatically renewed for successive thirty (30) day periods after the Initial Employment Term (each a "Renewal Term"),  unless terminated by either party upon written notice ("Non-Renewal Notice")  given at least ten (10) days before the end of the Initial Employment Term or any Renewal Term, or unless earlier terminated in accordance with the above or Agreement Section 9. The date Executive commences employment under this Agreement will be referred to as the "Commencement Date"  and the period during which Executive is employed under this Agreement (including any Renewal Term) will be referred to as the "Employment Period."

3.         Surviving Agreement Provisions.   Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under Agreement Sections 6 and 7 shall survive any termination or expiration of this Agreement or the termination of Executive's employment for any reason whatsoever.

(a)  Position and Responsibilities. Subject to the Agreement's terms, Executive agrees to serve as Chief financial Officer and Executive shall be assigned responsibilities by the Company's CEO and/or Board of Directors consistent with such position. The Company, in its sole discretion, will determine whether Executive has satisfactorily performed his employment duties during the Initial Employment Term, any Renewal Term, or the Employment Period. During the Employment Period, Executive will devote his undivided loyalty to the Company and devote all of his skill, knowledge and working time (except for vacation time as provided for in this Agreement and reasonable absences for sickness or disability in accordance with policies established from time-to-time by the Company) such reasonable time as may be necessary from time to time for personal and financial matters to the

extent they do not interfere with the conscientious performance of his duties and responsibilities under the Agreement. Executive's duties shall be performed at the Company's offices in Spring, Texas and Denver, Colorado.

(b) Executive's Employment Representations. Executive represents to the Company that he (i) will not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic and not-for-profit organizations) without the consent of the Company; (ii) will not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company's business. Executive further represents to the Company that (i) he is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject to by entering into this Agreement or providing services under the Agreement's terms; and (ii) Executive is under no contractual, legal, or fiduciary obligation or burden that reasonably may be expected to interfere with Executive's ability to perform services under the Agreement's terms.

5.        Compensation for Services. As compensation for the services Executive will perform under this Agreement during the Employment Period, the Company will pay Executive, and Executive shall accept as full compensation, the following:

(a) Base Salary. Executive will receive a base salary of $240,000 per year, less applicable payroll deductions and tax withholdings ("Base Salary"), for all services rendered by Executive under this Agreement. The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company and subject to the applicable federal and state laws concerning payment of wages. The payment of the Base Salary shall be made only during the Employment Period, except as set forth herein. The designation of Executive's compensation does not constitute a guarantee of employment for any specific period of time. Notwithstanding anything in this Section 5(a) or otherwise in this Agreement to the contrary, Company shall have the option to defer payment of all or some portion of Executive's Base Salary and at the option of the Executive the Company shall either (i) pay such accrued salary when and to the extent the Company has available resources to do so or (ii) covert such accrued salary into common stock of the Company at a conversion rate of $0.75 per share.

(b) Initial Grant of Stock / Options. Contemporaneously with the execution hereof, as a sign-on bonus Executive shall be granted shares of the Company's common stock and options as follows:

(c)  Benefits and Expenses. Executive shall be entitled to participate in the Company's benefit plans for all employees generally, and for the Company's executive

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employees, subject to the third-party benefit provider's determination that Executive is eligible to participate in such plans. The Company shall be entitled to change or terminate these plans in its sole discretion. Executive acknowledges that an additional cost may, if so determined by the Company, will be incurred by Executive for adding a spouse and/or children to Executive's benefit plan. Executive will comply with the Company's policies regarding these benefits, including all Internal Revenue Service rules and requirements. Subject to the requirements of the business expense reimbursement policies and procedures of the Company as in effect from time to time, the Company will reimburse Executive for authorized, reasonable and authorized out-of-pocket business expenses upon presentation of an itemized account and appropriate supporting documentation, with the Company being the sole decision-maker as to what constitutes a reasonable out-of-pocket business expense.

(d) Vacations. During each calendar year of the Employment Period, Executive shall be entitled to five (5) weeks of vacation, during which his compensation hereunder shall be paid in full. Such vacation shall be taken at times consistent with the effective discharge of Executive's duties and the reasonable business needs of the Company, and in accordance with the Company's policies then in effect. Unless specifically stated to the contrary in writing by the Company, unused vacations in any year shall lapse and may not be carried forward and no cash amount shall be paid for any unused vacation.

(e) Bonus. Executive shall be entitled to annual or more frequent consideration for performance bonuses under any plan of the Company currently in effect or may come to be in effect.

6.          Confidential Information.

(a) The Company's Promise to Provide Confidential Information. The Company agrees to provide