**Exhibit 10.44**EXECUTIVE EMPLOYMENT AGREEMENT     THISAGREEMENT is between **180 Connect, Inc.,**a Nevada corporation (the “Company’),and **Kyle M. Hall**(“Executive”).     In consideration of the mutual covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:     1.     Employment.     The Company shall employ Executive, and Executive hereby accepts employment with the Company,upon the terms and conditions set forth in this Agreement for the Employment Term (see Section 24for all definitions). Executive’s start date shall be October 17, 2007. This Agreement willautomatically be renewed for a Renewal Term upon the expiration of the Initial Term or Renewal Termthen in effect unless one party provides the other party written notice of intent not to renew atleast one hundred and eighty (180) days prior to the expiration of the Initial Term or Renewal Termthen in effect.     2.     Authority.     It is agreed that the governance committee of the Parent’s Board of Director’s shall serve asthe final arbiter of interpretation, application and execution of all provisions of this Agreementto the extent not otherwise specified.     3.     Position and Duties.            (a) During the Employment Term, Executive shall serve as the Senior VicePresident and Chief Legal Officer (“CLO”) of the Company and the other RelatedCompanies, and shall have the normal duties, responsibilities and authority,consistent with a CLO position of a publicly-traded company, including, withoutlimitation, providing leadership, direction and oversight for all legal activitiesand issues of the Related Companies, including without limitation, all matters andreporting arising under the 1933 Securities Act and 1934 Exchange Act; impartinglegal advice and guidance to the Board of Directors, senior management and otherstaff of the Related Companies; managing general business transactions, drafting andreviewing contracts and other legal documentation; managing litigation, mediation anddispute resolution; managing external legal resources; participating in negotiationand structuring of new ventures and merger, acquisition and disposition transactions;assisting in the assessment, establishment and, as appropriate, upgrading ofcompliance programs and procedures related to general corporate and human resourcematters; coordinating/managing corporate governance procedures; serving as a memberof the senior leadership team; and supervising professional and administrative staff.Executive shall be based in Englewood, Colorado. Executive shall report directly tothe Chief Executive Officer (“CEO”) of the Company and the other Related Companies.It is understood that Executive’s title and rate of pay may change in the future bymutualagreement in writing of the parties and that this Agreement shall be automatically deemed amendedat and as of the time of any such change, without the necessity of further formal amendment of thisAgreement.
1

 
            (b) Executive shall devote Executive’s best efforts and Executive’s full business time andattention (except for permitted vacation periods and reasonable periods of illness or otherincapacity in accordance with the Company’s applicable policies, as they may be amended from timeto time) to the business and affairs of the Related Companies. Executive shall perform Executive’sduties and responsibilities under this Agreement to the best of Executive’s abilities in adiligent, trustworthy, businesslike and efficient manner. During employment, Executive will (i)avoid conflicts of interest, and (ii) advise the Parent’s Board of Directors of any businessopportunity that involves products or services like those offered by the Related Companies or thata reasonable person in Executive’s position might otherwise anticipate that the Related Companieswould have an interest in. Executive shall be subject to a duty of loyalty to Related Companiesduring Executive’s employment provided for hereunder and for as long thereafter as the law allows.This Section shall not prevent the Employee from owning securities of any corporation whosesecurities are publicly traded on a stock exchange recognized by the proper authorities of thecountry in which the stock exchange is located, if such holdings represent less than three percent(3%) of the aggregate issued and outstanding securities of the same kind as such corporation.     4.     Base Salary and Benefits.            (a) During the Employment Term, the Company shall payExecutive (i) a base salary of two hundred ten thousand dollars ($210,000.00) perannum (the “Base Salary”) and (ii) a vehicle allowance of six hundred dollars($600.00) per month each month (“Vehicle Allowance”), each of which Base Salaryand Vehicle Allowance shall be payable in regular installments in accordance withthe Company’s general payroll practices and shall be subject to customarywithholding. Executive’s Base Salary shall be reviewed annually and shall besubject to adjustment based on, among other things, market practice and Executive’sperformance; provided, however, that modifications to compensation are subject toExecutive’s right to consent or object on grounds that thechange is a detrimental, material change under paragraph 24(h).            (b) Executive will be eligible to participate in an annual bonusplan with bonus potential of up to fifty percent (50%) of Base Salary. This bonusplan will be based on a formula considering corporate profitability and specificperformance goals. Any bonus awards under the annual bonus plan are in the solediscretion of the Company and are not guaranteed. Executive shall be eligible for apro-rated 2007 bonus to be paid in 2008.
2

 
            (c) In addition to Executive’s Base Salary, Executive, during theEmployment Term, shall be eligible to participate in any stock or stock option planoffered to other executives of the Company, subject to the terms of such plan, as itmay be amended from time to time. In addition, subject to its development and subsequent approvalby the Company’s Board of Directors, the Company’s shareholders and the appropriate stock exchange,Executive will be eligible to participate in a new long-term incentive program. Pursuant to thisprogram, and subject to the approval as specified herein, Executive shall be granted twenty-fourthousand (24,000) Restricted Stock Units and thirty-six thousand (36,000) Share AppreciationRights. These incentives shall vest at twenty-five percent (25%) per year for four (4) years,except in the event of a Change in Control (as defined in the plan or program master agreementsgoverning the issuance of Restricted Stock Units and Share Appreciation Rights), in which casethese incentives shall be subject to accelerated treatment such that all outstanding ShareAppreciation Rights held by Executive shall become vested and exercisable and all restrictions onExecutive’s Restricted Stock Units shall lapse upon the occurrence of such Change in Control,unless an exception to such accelerated treatment is set forth under such plan or programagreements and such exception applies to all other executive officers of Parent and/or the otherRelated Companies holding similar incentives.            (d) Executive shall be entitled to three (3) weeks paid vacationfor each calendar year in which the Executive is employed under this Agreement, inaccordance with the Company’s vacation policy as it may be established andamended from time to time by the Company. For any partial calendar year duringwhich Executive is employed under this Agreement, he shall be entitled to aprorated amount of paid vacation, based on number of weeks worked in thecalendar year pursuant to the Company’s then existing current vacation policy.Notwithstanding the foregoing, the Company acknowledges and agrees to honorExecutive’s previously planned 14-day vacation commencing on November 9,2007.            (e) The Company shall reimburse Executive for all reasonableexpenses incurred by Executive in the course of performing Executive’s dutiesunder this Agreement which are consistent with the Company’s policies withrespect to travel, entertainment and other business expenses, as they may beamended from time to time, subject to the Company’s requirements with respect toreporting and documentation of such expenses.            (f) Executive will be entitled to all benefits provided by theCompany in accordance with the plans and practices of the Company applicable toExecutive, as they may be amended from time to time, such as medical and dentalinsurance, life insurance and short-term and long-term disability insurance atcompany expense during the Employment Term. Health insurance will becomeeffective on December 1, 2007.
3

 
     5.     Termination of Employment and Related Compensation.            (a)The Employment Term of this Agreement shall terminate upon;      (i) the expiration of the Initial Term or Renewal Term (whichever then applies) if oneparty gives the other party written notice of intent not to renew this Agreement at least onehundred and eighty (180) days before the expiration of the Initial Term or Renewal Term then ineffect; or      (ii) the occurrence of one of the following early termination events:     (A) Executive’s death or permanent disability or incapacity(as determined by the governance committee of the Parent’s Board ofDirectors in their good faith judgment);     (B) the mutual agreement of the Company and Executive;     (C)Company’s termination of this Agreement for Cause or without Cause; or     (D)Executive’s termination of this Agreement for Good Reason or without Good Reason.            (b) If the Employment Term is terminated and Executive’semployment with Company ends because the Company terminated Executive’semployment without Cause or Executive’s employment is terminated by Executivefor Good Reason or the Company elects not to renew or extend this Agreement atthe end of the Initial Term or any Renewal Term, then Executive shall be entitled toreceive:      (i) the Severance Payment; and      (ii) Executive’s Base Salary and the Vehicle Allowance earned through the date oftermination, all accrued, unused vacation days and any and all vested and earned (in accordancewith the applicable plan or program, including, without limitation, any accelerated vestingtreatment under such plan or program as the result of a Change in Control (as defined in suchplan or program) but unpaid amounts under the applicable incentive and/or deferred compensationplans; and      (iii) a continuation of any health insurance benefits provided or sponsored by the Companythat Executive was participating (for himself and his dependents) in immediately prior totermination for one (1) year upon substantially the same terms and conditions as from time totime are applicable to the senior executives of the Company. If the Executive loses a healthinsurance benefit that Executive participated in prior to termination because Executive cannotcontinue to participate in the Company’s plan due to circumstances outside of Executive’scontrol, the Company shall provide Executive sums monthly that
4

 
are sufficient to cover Executive’s expense (on an after-tax basis) in securing a substantiallysimilar, substitute health insurance benefit; provided, however, that Company shall not berequired to pay Executive more than that required to secure comparable coverage. Notwithstandingthe foregoing, in the event that the Executive becomes eligible to participate in the health andwelfare plans of another employer or the Executive becomes eligible for Medicare coverage, theCompany’s obligation to provide continued coverage hereunder shall cease; and      (iv) The amounts payable pursuant to paragraph 5(b)(i) shall be payable in one lump sumpayment within thirty (30) days following termination of the Employment Term. The amountspayable pursuant to paragraphs 5(b)(i) and (iii) shall not be due and owing unless and until (a)Executive shall have executed and delivered to the Company a release of any and all claimsagainst the Related Companies (and their respective present and former officers, directors,employees and agents — collectively the “Released Parties”) and a covenant not to suethe Released Parties, all in form and substance as provided by counsel to the Company (the“Release”) and any waiting period or revocation period provided by law for theeffectiveness of such Release shall have expired without Executive’s having revoked suchRelease, and (b) Executive is not in material violation of his obligations under this Agreement(including, without limitation, those in Sections 6-8, and 21). In the event Executive shalldecline or fail for any reason to execute and deliver such Release, or is in material violationof an obligation created by this Agreement, then Executive shall be entitled to receive onlythose amounts provided pursuant to Paragraph 5(c) below.            (c) If the Employment Term is terminated and Executive’semployment with the Company is ended by the Company for Cause, by Executivewithout Good Reason or due by the death or Disability of the Executive, thenExecutive shall be entitled to receive:      (i) Executive’s Base Salary and Vehicle Allowance through the date of such termination, andall accrued, unused vacation days; and      (ii) vested and earned (in accordance with the Company’s applicable plan or program) butunpaid amounts under incentive and/or deferred compensation plans, and other employer programsof the Company in which Executive participates.The foregoing sums shall be paid in accordance with the Company’s normal payment policies exceptwhere earlier payment is required by applicable law.            (d) Except as otherwise provided herein, fringe benefits andbonuses hereunder (if any) which accrue or are payable on a date after thetermination of the Employment Term shall cease upon such termination and shallnot be payable in whole or in part except medical coverage if for disability,incapacity or retirement.
5

 
            (e) If Executive elects to terminate his employment withCompany through exercising his right not to renew under Paragraph 5(a)(i) orthrough any other means and either: (i) Executive does not have a Good Reason todo so; or (ii) Executive fails to give Company written notice of the alleged GoodReason prior to terminating his employment; then Executive’s termination shall beconsidered a termination by Executive without Good Reason. In any case, theCompany reserves the right to pay for Executive’s loyalty by continuation of thenexisting pay, incentives and benefits for a period of one (1) year.            (f) In the event of a Change in Control, Company, at its soleexpense, shall cause its independent auditors promptly to review all payments,distributions and benefits that have been made to or provided to, and are to be madeto or provided to, Executive under this Agreement, and any other agreement andplan benefiting Executive, to determine the applicability of Section 4999 of theUnited States Internal Revenue Code of 1986, as amended (the “Code”). IfCompany’s independent auditors determine that any such payments, distributions orbenefits are subject to excise taxes as provided under Section 4999 of the Code (the“Excise Tax”), then such payment, distributions, or benefits (the“Original Payment(s)”) shall be increased by an amount (the “Gross-up Amount”) such that,after the Company withholds all taxes due, including any excise and employmenttaxes imposed on the Gross-up Amount, Executive will retain a net amount equal tothe Original Payment(s) less income and employment taxes, if any, imposed on theOriginal Payment(s). To facilitate the calculation of the applicable excise tax,Executive agrees to provide Company’s auditors with copies of Executive’s FormsW-2 for the tax years they deem necessary for their use in determining theapplication of Section 4999 and calculating any amounts payable under thisprovision. Company’s auditors will perform the calculations in conformance withthe foregoing provisions and provide Executive with a copy of their calculation.The intent of the parties is that Company shall be solely responsible for, and shallpay, any Excise Tax on the Original Payment(s) and Gross-up Amount and anyincome and employment taxes (including, without limitation, penalties and interest)imposed on any Gross-up Amount. If no determination by Company’s auditors ismade prior to the time Executive is required to file a tax return reflecting anyportion of the Original Payment(s), Executive will be entitled to receive a Gross-upAmount calculated on the basis of the Original Payment(s) Executive reports insuch tax return, within thirty (30) days of the filing of such tax return. Executiveagrees that, for the purposes of the foregoing sentence, Executive is not required tofile a tax return until Executive has obtained the maximum number and length offiling extensions available. If any tax authority finally determines that a greaterExcise Tax should be imposed upon the Original Payment(s) than is determined byCompany’s independent auditors or reflected in Executive’s tax returns, Executiveshall be entitled to receive the full Gross-up Amount calculated on the basis of theadditional amount of Excise Tax determined to be payable by such tax authority(including related penalties and interest) from Company within thirty (30) days ofsuch determination as long as Executive has taken all reasonable actions tominimize any such amounts. If any tax authority finally determines the Excise Taxto be less than the amount taken into account hereunder in calculating the Gross-upAmount, Executive shall repay to Company, within thirty (30) days of Executive’sreceipt of a refund resulting from that determination, the portion of the Gross-upAmount attributable to such reduction (plus the refunded portion of Gross-up Amountattributable to the Excise Tax and federal, state and local income and employmenttaxes imposed on the Gross-up Amount being repaid, less any additional income taxresulting from such refund).
6

 
            (g) It is the intention of the parties that no payment or entitlement pursuantto this Agreement will give rise to any adverse tax consequences to the Executiveunder 26 U.S.C. § 409A. The Agreement shall be interpreted to that end and,consistent with that objective and notwithstanding any provision herein to thecontrary, the Company may unilaterally take any action it deems necessary ordesirable to amend any provision herein to avoid the application of 26 U.S.C. § 409Aif such action will only benefit the Executive. Further, no effect shall be given toany provision herein in a manner that reasonably could be expected to give rise toadverse tax consequences under that provision. Should either party determine thatthere is a reasonable possibility that the text of this Agreement could give rise tosuch adverse tax consequences, the parties agree to negotiate in good faith to amendthe Agreement to obviate the possibility of such consequences.     6.     Confidential Information. “Confidential Information” means the Related Companies’Trade Secrets (as defined below) and other material, observations, and data pertaining to thebusiness of Related Companies that is obtained by Executive while employed with the Company andthat the Company has not authorized for disclosure to the general public. A “Trade Secret” is anyinformation or material (business or technical) that would qualify as a trade secret underapplicable state law. The parties agree that the following items of Company information qualify asRelated Companies Trade Secrets and Confidential Information: the database of information accessedthrough any proprietary database, internal plans and ideas for expansion and development of newservices and products; internal customer lists, internal analysis of customers and prospectivecustomers, and compilations of information about particular needs and preferences of customers;costs, specifications, processes, and related non-public pricing information; business andmarketing plans; internal financial records, projections, and analysis; internal information andanalysis regarding business opportunities (including, without limitation, candidates, plans andtechniques for acquisitions, joint ventures, partnerships and alliances); supplier pricing andagreements; personnel analysis and private information in personnel files including wages issuesfor non-exempt employees; and specialized procedures and techniques used in the management,operation, distribution, replenishment, and training functions of the Company. Except whereotherwise required by applicable state law, an item does not have to qualify as a Trade Secret inorder to be protected from unauthorized disclosure as Confidential Information under thisAgreement. As used here “Confidential Information” does not include information, material,observations or data that is authorized for disclosure to the general public by the RelatedCompanies or that is already readily available to the general public in the same or a substantiallysimilar form. Executive agrees that Executive shall not disclose to any unauthorized person or usefor Executive’s own purposes any Trade Secret or Confidential Information without the prior writtenconsent of the governance committee of the Parent’s Board of Directors. The foregoing restrictionshall apply until the aforementioned
7

 
matters become generally known to and available for use by the public (other than as a result ofExecutive’s acts or omissions). Executive shall deliver to the Company at the termination of theEmployment Term, or at any other time the Company may request, all memoranda, notes, plans,records, reports, computer tapes, printouts and software and other documents and data (and copiesthereof) in any form or medium relating to the Confidential Information, Work Product (as definedbelow) or the business of the Company or any Subsidiary which Executive may then possess or haveunder Executive’s control.     7.     Inventions and Patents. Executive acknowledges that all inventions,innovations, improvements, developments, methods, designs, analyses, drawings, reports and allsimilar or related information (whether or not patentable) that relate to the Related Companies’actual or anticipated business, research and development or existing or future products orservices and that are conceived, developed or made by Executive while employed by the RelatedCompanies (“Work Product”) belong to the applicable Related Company. Executive shallpromptly disclose such Work Product to the governance committee of the Parent’s Board ofDirectors and perform all actions reasonably requested by the Company (whether during or afterthe Employment Term) to establish and confirm such ownership (including, without limitation,assignments, consents, powers of attorney and other instruments).     8.     Protective Covenants: Non-Solicitation. Executive shall be provided oneor more of the following upon the Effective Date of this Agreement: (a) new authorization toaccess Confidential Information of the Related Companies, (b) new authorization to represent theRelated Companies in transactions, to receive reimbursement of expenses consistent with theCompany’s policy, and/or other assistance in building goodwill and customer relationships forthe Company, and/or (c) authorization to participate in specialized training provided by theCompany.            (a) Ancillary to the foregoing and other agreements of the partiesherein, the parties agree and stipulate that the protective covenants provided forbelow: are reasonable and necessary to protect legitimate business interests of theRelated Companies; are not against the public interest; and, do not place anunreasonable burden upon the Executive,            (b) During the Restricted Period, Executive shall not directly orindirectly through another person or entity (i) induce or attempt to induce anyemployee of the Related Companies to leave the employ of the Related Companies,or in any way interfere with the relationship between the Related Companies andany employee thereof, or (ii) hire any person who was an employee of the RelatedCompanies at any time during the Employment Term.            (c) During the Restricted Period, Executive shall not directly orindirectly through another person or entity (i) contact or solicit any Customer of theRelated Companies on behalf of a Competing Business, (ii) induce or attempt toinduce any Customer of the Related Companies to cease or reduce doing businesswith the Related Companies, or (iii) interfere with the relationship between anyCustomer and the Related Companies.
8

 
            (d) The provisions of this Section 8 will be enforced to the fullestextent permitted by the law. If, at the time of enforcement, a court shall hold thatthe duration or scope provided for in this Agreement are unreasonable undercircumstances then existing, the parties agree that the maximum duration, scope orarea reasonable under such circumstances shall be substituted for the statedduration, scope or area and that the court shall be allowed to revise the restrictionscontained herein to cover the maximum period, scope and area permitted by law.            (e) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, the Company, in additionand supplementary to other rights and remedies existing in its favor, shall beentitled to temporary injunctive or other relief in order to temporarily enforce or preventany violations of the provisions hereof, and to withhold making any unpaid SeverancePayments until a final determination is made on whether Executive has violated theAgreement. The agreed upon bond, where a bond is required, will be one thousanddollars ($1,000.00). In the event that Executive is found to have violated arestriction in this Section 8, the Restricted Period shall be extended by one (1) dayfor each day Executive is found to have been in violation of the restriction up to amaximum of one (1) year.     9.     Executive’sRepresentations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive donot and shall not conflict with, breach, violate or cause a default under any contract, agreement,instrument, order, judgment or decree to which Executive is a party or by which Executive isbound, (ii) Executive is not a party to or bound by any employment agreement, noncompeteagreement or confidentiality agreement with any other person or entity and (iii) upon theexecution and delivery of this Agreement by the Company, this Agreement shall be the valid andbinding obligation of Executive, enforceable in accordance with its terms. Executive herebyacknowledges and represents that Executive has had an opportunity to consult with independentlegal counsel regarding Executive’s rights and obligations under this Agreement and thatExecutive fully understands the terms and conditions contained herein.     10.     Survival. The Post-termination obligations of Executive provided for inthis Agreement (including, without limitation, Sections 6, 7, 8, 20 and 21) shall survive andcontinue in full force in accordance with their terms notwithstanding any termination of theEmployment Term.     11.     Notices. Any notice provided for in this Agreement shall be in writingand shall be either personally delivered to the recipient, or mailed by first class mail, returnreceipt requested, to the recipient at the address below indicated:     Notices to Executive: Executive’s address as set forth in the Company’s personnelrecords.     Notices to the Company: Chief Executive Officer, 180 Connect, Inc., 6501 EastBelleview Avenue, Suite 500, Englewood, CO 80111.
9

 
Or such other address or to the attention of such other person as the recipient party shall havespecified by prior written notice to the sending party. Any notice under this Agreement shall bedeemed to have been given when so delivered or mailed.     12.     Severability. Whenever possible, each provision of this Agreement shallbe interpreted in such manner as to be effective and valid under applicable law, applying thelaws of the State of Colorado in accordance with Section 17 of this Agreement, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable in any respectunderany applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability shallnot affect any other provision or any other jurisdiction, but this Agreement shall bereformed,construed and enforced in such jurisdiction as if such invalid, illegal or unenforceableprovisionhad never been contained herein.     13.     Complete Agreement. This Agreement and those documents expresslyreferred to herein and other documents of even date herewith embody the complete agreementand understanding among the parties and supersede and preempt any prior understandings,agreements or representations by or among the parties, written or oral, which may have related tothe subject matter hereof in any way.     14.     No Strict Construction. The language used in this Agreement shall bedeemed to be the language chosen by the parties hereto to express their mutual intent, and noruleof strict construction shall be applied against any party.     15.     Counterparts. This Agreement may be executed in separate counterparts,each of which is deemed to be an original and all of which taken together constitute one andthesame agreement.     16.     Successors and Assigns. This Agreement is intended to bind and inure tothe benefit of and be enforceable by Executive, the Company and their respective heirs,successors and assigns, except that Executive may not assign Executive’s rights or delegateExecutive’s obligations hereunder without the prior written consent of the Company. Executiveexpressly consents to the assignment of this Agreement whether or not specifically scheduled aspart of any transaction to any party that is a successor in interest to the Company, or thatpurchases any part of the business of the Company if Executive was employed within that part ofthe business that is purchased.     17.     Choice of Law, Venue and Personal Jurisdiction. All issues and questionsconcerning the construction, validity, enforcement and interpretation of this Agreement and theexhibits and schedules hereto shall be governed by, and construed in accordance with, the lawsof the State of Colorado, without giving effect to any choice of law or conflict of law rules orprovisions (whether of the State of Colorado or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Colorado. Executive expresslyagrees that the venue of any proceeding concerning the construction, validity, enforcement andinterpretation of this Agreement shall be Denver County, Colorado, and further expresslyconsents to personal jurisdiction in the federal or state courts in the State of Colorado.
10

 
     18.     Amendmentand Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and nocourse of conduct or failure or delay in enforcing the provisions of this Agreement shall affectthe validity, binding effect or enforceability of this Agreement.     19.     Confidentiality of this Agreement. The parties agree that the terms of thisAgreement are confidential. Executive shall not divulge or publicize the terms hereof except asmay be necessary to enforce the promises, covenants and/or understandings contained herein oras either party may be required to do so by law, court order, subpoena or other judicial action orgovernment taxing authorities. Executive may disclose the contents of this Agreement to hisimmediate family, attorneys and accountants, provided however, that any further disclosure ofthe terms of this Agreement by any of these persons to anyone not included within the terms ofthis paragraph may be deemed a breach of the Agreement by Executive. The Related Companiesshall be entitled to disclose the terms of this Agreement as required in connection withcompliance or intended compliance with any Canadian or US legislation.     20.     Arbitration Provisions. Executive and the Company mutually agree toresolve all legal claims that either party may have (including, without limitation, claims relatedto employment, application or candidacy for employment, or cessation of employment with theCompany) through binding arbitration subject to the terms and conditions provided below.Notwithstanding the foregoing, (a) either party may pursue a temporary restraining order and/orpreliminary injunctive relief, with expedited discovery where necessary, in a court of law toprotect common law or contractual trade-secret or confidential-information rights and to preventunfair competition, until such time as an arbitration of all issues of final relief regarding samecan be conducted, and (b) insured workers compensation claims (other than wrongful dischargeclaims), and claims for unemployment insurance are excluded from arbitration under thisagreement. Claims covered by this arbitration agreement will be pursued in an individualclaimant proceeding and not as part of representative, collective, or class action. ThisAgreement does not prevent the filing of charges with administrative agencies, such as the EqualEmployment Opportunity Commission, the National Labor Relations Board, or equivalent stateagencies. Nothing in this Agreement prevents a party from participating in any investigation orproceeding conducted by such an agency. However, Executive agrees not to pursue or acceptany legal remedies against Company through any procedure or forum other than arbitrationprovided for in this agreement. This agreement will be controlled by the Federal Arbitration Act(FAA) and enforced pursuant to the FAA, except that state law may be applied where necessaryto make this agreement enforceable if the FAA does not apply.     The arbitration will be conducted by a mutually agreeable arbitration service or the AmericanArbitration Association (AAA) in Denver, Colorado if no other service is agreed upon. Thearbitrator(s) will be selected from a panel of no less than seven alternatives through mutualagreement or a process of alternating strikes. To initiate a claim, the complaining party willsend a written demand to the opposing party explaining the basis for the claim and the reliefsought under a heading “Demand for Arbitration.” The arbitrator(s) shall be duly licensed topractice law in the state where the claim arises. Each party will be allowed at least onedeposition. Upon request of either party, and at the expense of the requesting party(s), thearbitrator(s) shall be required to state in a written opinion all facts and conclusions of lawrelied upon to support any decision rendered. No arbitrator will have authority to apply a cause of
11

 
action or remedy that could not be applied by a court of law in the jurisdiction where the disputearises under the same facts and circumstances. Upon motion of either party the arbitrator(s) shalldismiss any claim that would be subject to dismissal under the federal summary judgment standardfor that claim. Either party may bring an action in any court of competent jurisdiction to compelarbitration under this agreement, to enforce an arbitration award, or to vacate an arbitrationaward. In actions seeking to vacate an award, the standard of review applied to the arbitrationdecision will be the same as that applied by an appellate court reviewing the decision of a trialcourt sitting without a jury, without any special deference to the arbitrator. A record created bynon-stenographic means (e.g., tape recording) can be used with cost of any certified transcriptionof same used for appeal borne by the appealing party. In all other respects, the arbitrationprocedure will be conducted in accordance with the American Arbitration Association’s employmentdispute resolution rules or other mutually agreeable, arbitration service rules.     The Company will pay the arbitration fees and expenses less any filing fee amount thatExecutive would otherwise have to pay to pursue a comparable lawsuit in a United States districtcourt or state court (whichever is less) in the jurisdiction where the dispute arises. All costand fee payment obligations will be subject to a final arbitration award on who should beararbitration costs and fees in accordance with applicable law. Except for those costs otherwiseprovided for above, each party will bear its own attorney’s fees and costs unless otherwiseawarded by the arbitrator. Executive and the Company expressly waive trial by jury for allclaims covered by this agreement. All other rights, remedies, exhaustion requirements,statutes of limitation and defenses applicable to claims asserted in a court of law will apply inthe arbitration.     21.     Notice and Early Resolution Conference. The parties recognize that it isnot possible to anticipate every possible issue that may arise relative to the protection oflegitimate business interests in a changing business environment Accordingly, Executive agreesthat during employment with the Related Companies and for a period of one (1) year thereafter,Executive will give Company thirty (30) days written notice before going to work for aCompeting Business, and agrees to meet with Company (if the Company so requests) tonegotiate in a good faith effort to determine what restrictions should be applicable to Executive’sactivities in his new position. No rights of either party will be waived if the parties do not cometo an agreement and/or the Company elects not to have such a conference.     22.     Reconciliation of Existing Rights and Interests. Executive agrees that anyand all rights to the use and control of Trade Secrets, Confidential Information, proprietarytraining, and Company goodwill, that Executive may have acquired in the course of pastassociation with the Company are hereby transferred to Company if same are not alreadyexclusively held by Company, and Executive waives any and all claims that Executive may haveto the contrary.     23.     Third Party Beneficiary. The protections and rights provided to the