Unassociated Document


    EXHIBIT
10.1

    


    BRIGUS
GOLD CORPORATION

    2000
Barrington Street

    Suite
501, Cogswell Tower

    Halifax,
Nova Scotia, Canada B3J 3K1

    


    August
27, 2010

    


    Richard
Nanna

    330 West
Winnemucca Blvd.

    Winnemucca,
Nevada 89445

    


    Re: Employment Agreement

    


    Dear
Dick:

    


    This
letter formalizes discussions regarding your continued employment with Brigus
Gold Corporation (“Brigus”) through September 30, 2010 and the termination of
your employment at that time.  Brigus and you agree as
follows:

     

    
      	
               
      

            	
              1.

            	
              For
      the period from the date hereof until September 30, 2010 (the “Stay
      Period”), you agree to continue in your current capacity under the same
      terms and conditions of employment that were in place prior to the Stay
      Period, including maintaining your job performance at an acceptable
      level.

            


    

     

    
      	
               
      

            	
              2.

            	
              Your
      employment shall be terminated at 5:00 p.m. (Eastern time) on September
      30, 2010 (the “Effective Time”) (unless such employment shall be earlier
      terminated in the manner set forth in the Amended and Restated Employment
      Agreement dated March 21, 2003 among you, Brigus, Apollo Gold, Inc., as
      amended by Amendment No. 1 dated January 23, 2006, Amendment No. 2 dated
      March 20, 2009 and Amendment No. 3 dated June 2010 (as so amended, the
      “Employment Agreement”)).

            


    

     

    
      	
               
      

            	
              3.

            	
              Brigus
      shall pay (i) $825,000 (the “Severance Payment”) to you at or prior to the
      Effective Time (in the manner provided in Section 4 below) and (ii) a lump
      sum cash payment equal to 36 times the Company’s monthly cost of health
      care coverage for you and your spouse and eligible dependents under
      Brigus’ employee group health plan at the level of coverage  in
      effect for you and your spouse and eligible dependents at the Effective
      Time (“Benefit Payment”); provided, however, Brigus shall not have any
      obligation to pay the Severance Amount or Benefit Payment if (i) Brigus
      terminates your employment for cause (defined as acts of dishonesty,
      fraud, misrepresentation, harassment, employment discrimination or
      indictment for a felony) prior to September 30, 2010 or (ii) you terminate
      your employment prior to the Effective Time for any
  reason.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.

            	
              $425,000
      of the Severance Payment shall be payable in cash and $400,000 of the
      Severance Payment shall be payable in the form of a number of shares of
      Brigus Common Stock equal to (i) $400,000 divided by (ii) the product of
      (1) the closing market price of a share of Brigus common stock on the NYSE
      Amex Exchange on September 30, 2010 and (2)
0.9.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Parties agree that the Severance Payment shall be deemed to represent all
      amounts owing to the Officer under the Employment Agreement (including,
      without limitation, pursuant to Sections 6(e) thereof) or otherwise, less
      applicable withholdings and
deductions.

            


    

     

    
      	
               
      

            	
              6.

            	
              Notwithstanding
      anything to the contrary in this letter agreement, Brigus shall not be
      obligated to make the Severance Payment or the Benefit Payment to you
      under paragraph 3 above unless you first execute a severance agreement and
      mutual release substantially in the form attached hereto as Exhibit
      A.

            


    

     

    This
agreement (i) may be executed in counterparts, all of which shall be considered
one and the same agreement, (ii) contains the entire agreement between the
parties with respect to the matters covered hereby, (iii) may only be modified
or amended by written instrument executed by each party hereto and (iv) shall be
governed by Colorado law.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Very
      truly yours,

                                       

                                      BRIGUS
      GOLD CORPORATION

                                    	 
	 	 	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/ M.
      Williams	 
	 	Name:  	M.
      Williams	 
	 	Title:	CFO	 
	 	 	 	 
	 	 	 	 
	 	
                                      Confirmed,
      acknowledged and agreed

                                      as
      of the date first set forth above:

                                    	 
	 	 	 
	 	 	 	 
	 	/s/
      Richard Nanna   	 
	 	Richard
      Nana	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    Form of Severance Agreement
and Mutual Release

     

    This
SEVERANCE AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made by and
between (i) Richard Nanna (the “Officer”) and (ii) Brigus Gold
Corporation (the “Company”).  The
Company and the Officer are referred to herein collectively as the “Parties” and individually as a
“Party.”

     

    RECITALS

    


    WHEREAS,
this Agreement sets forth below, among other things, the terms and conditions of
(i) the termination of the Officer’s employment with the Company, (ii) an
amicable settlement and a full accord and satisfaction of all existing and all
potential claims and disputes between the Officer and the Company and, (iii)
subject to satisfaction of the terms and conditions set forth in this Agreement,
the payment to the Officer by the Company of $825,000 in connection with the
termination of his employment (the “Severance Amount”);
and

     

    WHEREAS,
in order to accomplish the foregoing, the Parties are willing to enter into this
Agreement.

     

    NOW
THEREFORE, in consideration of the mutual promises and undertakings contained
herein, the sufficiency of which is acknowledged by the Parties, the Parties to
this Agreement, intending to be legally bound, agree as follows:

     

    TERMS

     

    
      	
              1.

            	
              TERMINATION
      OF EMPLOYMENT; SEVERANCE

            


    

     

    (a)           The
Parties hereby agree that the Officer shall be terminated at 5:00 p.m. (Eastern
time) on September 30, 2010 (the “Effective Time”) (unless such
employment shall be earlier terminated in the manner set forth in Amended and
Restated Employment Agreement dated March 21, 2003 among Officer, Brigus, Apollo
Gold, Inc., as amended by Amendment No. 1 dated January 23, 2006, Amendment No.
2 dated March 20, 2009 and Amendment No. 3 dated June 2010 (as so amended, the
“Employment
Agreement”)).

     

    (b)           The
Company hereby agrees to pay (i) the Severance Amount to the Officer at or prior
to the Effective Time (the “Severance Payment”) (payable
in the manner set forth below) and (ii) (ii) a lump sum cash payment equal to 36
times the Company’s monthly cost of health care coverage for you and your spouse
and eligible dependents under Brigus’ employee group health plan at the level of
coverage  in effect for you and your spouse and eligible dependents at
the Effective Time (“Benefit
Payment”); provided, however, the Company
shall not have any obligation to pay the Severance Payment or Benefit Payment if
(i) the Company terminates the Officer’s employment for cause (defined as acts
of dishonesty, fraud, misrepresentation, harassment, employment discrimination
or indictment for a felony)  prior to September 30, 2010 or (ii) the
Officer terminates his employment prior to the Effective Time.  The
Parties agree that the Severance Payment and Benefit Payment, subject to Section
1(c), shall be deemed to represent all amounts owing to the Officer under the
Employment Agreement (including, without limitation, pursuant to Sections 6(e)
thereof) or otherwise, less applicable withholdings and deductions, and Officer
agrees that no further amounts are owing to him by the Company or any Affiliate
(as defined below) thereof under the Employment Agreement or
otherwise.  $425,000 of the Severance Payment shall be payable in cash
and $400,000 of the Severance Payment shall be payable in the form of a number
of shares of Brigus Common Stock equal to (i) $400,000 divided by (ii) the
product of (1) the closing market price of a share of Brigus common stock on the
NYSE Amex Exchange on September 30, 2010 and (2) 0.9 (the “Shares”).  The
Shares will be “restricted securities” under applicable securities laws and
Officer agrees to execute such customary documents and agreements in connection
with the issuance thereof as the Company may reasonably request.  The
cash portion of the Severance Payment and the Benefit Payment shall be in check
form and delivered to the Officer or direct deposited to an account designated
by the Officer at or prior to the Effective Time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Any
stock option granted to the Officer and outstanding as of September 30, 2010
shall remain exercisable until the earlier to occur of (i) its normally
scheduled expiration date, or (ii) the first anniversary following the Effective
Time (in the case of (i) and (ii), notwithstanding the terms of any option plan
or agreement pursuant to which such options were granted).

     

    
      	
              2.

            	
              OFFICER
      RELEASE

            


    

     

    (a)           Effective
upon receipt of the Severance Payment and in consideration thereof and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Officer, individually and on behalf of the Officer’s
successors, heirs, subrogees, assigns, principals, agents, partners, associates,
attorneys, and representatives, voluntarily, knowingly, and intentionally
releases, remises, waives, acquits, and discharges the Company and its
predecessors, successors, parents, subsidiaries, Affiliates (as defined below),
and assigns and each of their respective officers, directors, principals,
shareholders, agents, attorneys, insurers, representatives, and employees, from
any and all actions, causes of action, claims, demands, losses, damages, costs,
expenses, judgments, liens, indebtedness, liabilities, and attorneys’ fees
(including, but not limited to any claims of entitlement for attorneys’ fees
under any contract, statute, or rule of law allowing a prevailing party or
plaintiff to recover attorneys’ fees), of every kind and description from the
beginning of time through the date hereof (the “Released
Claims”).  The term “Affiliate” in this Agreement
shall mean, with respect to any Person (as defined in Section 2(d) of this
Agreement), a Person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with
such Person or is an officer, director, holder of 10% or more of the outstanding
equity securities of such Person, or the parent, spouse or lineal descendant of
any of the foregoing.

     

    (b)           The
Released Claims include, but are not limited to, those which arise out of,
relate to, or are based upon: (i) the Officer’s employment with the Company or
any Affiliate thereof \ or the termination thereof; (ii) statements, acts, or
omissions by the Parties, whether in their individual or representative
capacities; (iii) express or implied agreements between the Parties and claims
under any severance plan (except as provided herein); (iv) any stock or stock
option grant agreement, or plan (except as provided herein); (v) all federal,
state, and municipal statutes, ordinances, and regulations, including, but not
limited to, claims of discrimination based on race, age, sex, disability,
whistleblower status, public policy, or any other characteristic of Officer
under the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Americans and Disabilities Act, the Fair Labor Standards
Act, the Equal Pay Act, Title VII of the Civil Rights Act of 1964 (as amended),
the Family and Medical Leave Act, the Employee Retirement Income Security of
1974, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining
Notification Act, the Employment Relations Act of 1999, or any other federal,
state, or municipal law prohibiting discrimination or termination for any
reason; (vi) state and federal common law; (vii) the Employment Agreement and
(viii) any claim which was or could have been raised by the Officer, including
any claim that this Agreement was fraudulently induced.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)           This
Agreement and the Released Claims include claims of every nature and every kind,
whether known or unknown, suspected or unsuspected, past or
present.  The Officer hereby acknowledges that he may hereafter
discover facts different from, or in addition to, those which the Officer now
knows or believes to be true with respect to this Agreement, and the Officer
agrees that this Agreement and the release contained herein shall be and shall
remain effective in all respects, notwithstanding such different or additional
facts or the discovery thereof.

     

    (d)           The
Officer hereby covenants and warrants that the Officer has not assigned or
transferred, and until the Severance Payment is made, will not assign or
transfer, to any Person any portion of any claims which are released, remised,
waived, acquitted, and discharged in this Section 2.  The term “Person” in this Agreement
shall mean any individual, corporation (including any non-profit corporation),
general partnership, limited partnership, limited liability partnership, limited
liability limited partnership, joint venture, estate, trust, cooperative,
foundation, society, political party, union, company (including any limited
liability company or joint stock company), firm or other enterprise,
association, organization or other entity, and any United States federal, state
or local, or any supra-national or non-U.S., government, political subdivision,
governmental, regulatory or administrative authority, instrumentality, agency
body or commission, self-regulatory organization, court, tribunal or judicial or
arbitral body.

     

    (e)           Notwithstanding
anything contained herein, this Agreement shall not extend to or affect, or
constitute a release of, the Officer’s right to sue, claim against or recover
from the Company and shall not constitute an agreement to refrain from bringing,
taking or maintaining any action against the Company in respect of any corporate
indemnity existing by statute, contract or pursuant to any of the constating
documents of the Company and its subsidiaries provided in the Officer’s favor in
respect of his having acted at any time as an officer executive, employee or
consultant of the Company or any of its subsidiaries or Affiliates.

     

    
      	
              3.

            	
              COMPANY
      RELEASE

            


    

     

    Effective
upon payment of the Severance Payment and in consideration of the execution by
the Officer (the “Releasee”) of this Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company hereby voluntarily, knowingly, and
intentionally releases, remises, waives, acquits, and discharges the Releasee
and his successors, Affiliates, and assigns and each of their respective
officers, directors, principals, shareholders, agents, attorneys, insurers,
representatives, and employees, from any and all actions, causes of action,
claims, demands, losses, damages, costs, expenses, judgments, liens,
indebtedness, liabilities, and attorneys’ fees (including, but not limited to
any claims of entitlement for attorneys’ fees under any contract, statute, or
rule of law allowing a prevailing party or plaintiff to recover attorneys’
fees), of every kind and description from the beginning of time through the date
hereof.  Without in any way restricting the generality of the
foregoing, this Section 3 shall apply to all manner of actions, causes of
action, claims or demands directly or indirectly related to or arising out of or
in connection with the Company’s relationship with the Releasee as an officer,
executive, employee, or consultant, as the case may be, of the Company and its
subsidiaries or the cessation of such relationship or relationships immediately
following the Effective Time. Notwithstanding anything contained herein, this
Agreement shall not extend to or affect, or constitute a release of, the
Company’s right to sue, claim against or recover from the Releasee and shall not
constitute an agreement to refrain from bringing, taking or maintaining any
action against the Releasee in respect of any grossly negligent conduct or
fraudulent or criminal behaviour on the part of the Releasee or from any claims
which the Company is not permitted by applicable law to release the
Releasee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4. 

            	
              NO
      ADMISSION OF LIABILITY; ENFORCEMENT

            


    

     

    The
Parties agree that nothing contained herein, and no action taken by any Party
hereto with regard to this Agreement, shall be construed as an admission by any
Party of liability or of any fact that might give rise to liability for any
purpose whatsoever.  The releases contained herein do not release any
claims for enforcement of the terms, conditions, or warranties contained in this
Agreement.  The Parties shall be free to pursue any remedies available
to them to enforce this Agreement.

     

    
      	
              5. 

            	
              OFFICER’S
      WARRANTIES

            


    

     

    The
Officer warrants and represents as follows:

     

    (a)           The
Officer has read this Agreement and agrees to the conditions and obligations set
forth in this Agreement.

     

    (b)           The
Officer voluntarily executes this Agreement after having been advised by the
Company to consult with independent legal counsel and after having had
opportunity to consult with independent legal counsel and without being
pressured or influenced by any statement or representation or omission of any
Person acting on behalf of the Company, including, without limitation, the
officers, directors, committee members, employees, agents, and attorneys for the
Company.

     

    (c)           The
Officer has no knowledge of the existence of any lawsuit, charge, or proceeding
against the Company or any of its officers, directors, committee members,
employees, or agents arising out of or otherwise connected with any of the
matters herein released.

     

    (d)           The
Officer has full and complete legal capacity to enter into this
Agreement.

     

    (e)           In
connection with the Officer’s release of claims under the Age Discrimination in
Employment Act, the Officer has had at least twenty-one (21) days in which to
consider the terms of this Agreement.  In the event that the Officer
executes this Agreement in less time, it is with the full understanding that the
Officer was not pressured by the Company or any of its representatives or agents
to take less time to consider the Agreement.  In such event, the
Officer expressly intends such execution to be a waiver of any right the Officer
had to review this Agreement for a full twenty-one (21) days.

     

    (f)           The
Officer understands that this Agreement waives any claim the Officer may have
under the Age Discrimination in Employment Act.  The Officer may
revoke this waiver for up to seven (7) days following the Officer’s execution of
this Agreement.  If the Officer chooses to revoke such waiver, the
Officer must provide written notice to the Senior Vice President - Finance and
Corporate Development and Chief Financial Officer of the Company by hand
delivery and by facsimile within seven (7) calendar days of the Officer’s
execution of this Agreement.  If Officer does not revoke within the
seven (7) day period, the right to revoke is lost.

     

    (g)           The
Officer acknowledges and agrees that, in connection with his acceptance of the
Severance Payment and as a condition precedent to the payment thereof, he will
execute such additional documents and agreements, in a form satisfactory to the
Company, as may be requested by the Company in order to reaffirm the provisions
of this Agreement, including such additional documents to the effect that (if
true) the Officer has been fully and finally paid or provided all wages,
compensation, bonuses, stock, stock options, or other benefits from the Company,
its Affiliates and predecessors which are or could be due to him under the terms
of his Employment Agreement or otherwise.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              6. 

            	
              CONFIDENTIAL
      INFORMATION

            


    

     

    The Officer shall not use, nor disclose
to any third party, any of the Company’s or its Affiliates’ or predecessors’
business, personnel, or financial information that the Officer learned during
employment with the Company (the “Confidential
Information”).  The Company’s “Confidential Information” shall
include, without limitation, the whole or any portion or phase of any
confidential, proprietary, trade secret, scientific, technical, business, or
financial information, whether pertaining to the Company or its Affiliates or
predecessors, or their clients and customers.  Confidential
Information also shall include but shall not be limited to the following:
designs, methods, strategies, techniques, systems, and processes; software
programs; marketing and business development plans, concepts, or ideas;
know-how; present and prospective customer lists and strategies; supplier lists
and strategies; projects, plans and proposals; technical strategies, concepts,
ideas, or plans; research data, reports, or records; general financial
information about or proprietary to the Company or its Affiliates or
predecessors, including costs, fees, and pricing; personnel or human resources
information; and any and all other trade secrets or proprietary information, and
all concepts or ideas in or reasonably related to the Company’s or its
Affiliates’ or predecessors’ businesses, various products and/or
services.  Confidential Information includes, but is not limited to,
any improvements, modifications, or enhancements thereto, whether or not in
tangible or intangible form, and whether or not subject to copyright or patent
protection.  All such Confidential Information is extremely valuable
and is intended to be kept secret to the Company, its Affiliates and
predecessors, and their customers, is the sole and exclusive property of the
Company, its Affiliates and predecessors, or their customers, and is subject to
the restrictive covenants set forth herein.  Confidential Information
is not limited to information designated or marked as such through use of such
words as “classified,” “confidential” or “restricted.”  The Officer
agrees not to provide or disclose to any Person, firm, or corporation any of the
Company’s Confidential Information.  The Officer hereby expressly
acknowledges that any breach of this Section 6 shall be deemed a material breach
of this Agreement entitling the Company to immediate injunctive relief, damages,
attorneys’ fees and all other remedies available hereunder and under the
law.

     

    
      	
              7. 

            	
              NON-SOLICITATION;
      NON-COMPETITION

            


    

     

    (a)           The
Officer agrees that, beginning upon the execution of this Agreement and for a
period of one (1) year after the Effective Time, the Officer shall not engage in
the following conduct, either directly or indirectly, on the Officer’s own
behalf or on behalf of, or in conjunction with, any Person, unless otherwise
agreed to in advance and in writing by the Company:

     

    
      	
               
      

            	
              i.

            	
              own,
      manage, operate, control, be employed by, participate in, engage in, enter
      into a joint venture or other contractual relationship with, render any
      services for, assist, have any financial interest in or equity ownership
      of (other than any such financial interest or equity ownership existing as
      of the date hereof), permit the Officer’s name to be used in connection
      with, or be connected in any manner with the ownership, management
      (including by being a member of a board of directors or similar governing
      body), operation, or control of Calais Resources Inc., Calais Resources
      Colorado, Inc., or any of their respective Affiliates, successors or
      assigns (collectively, “Calais”); provided, however, that
      the restrictions set forth in this Section 7(a)(i) shall terminate upon
      payment in full to the Company (including all principal and accrued
      interest and other fees) of the Original Caribou Notes, the Additional
      Unsecured Note and the Congo Note (each as defined in the Purchase
      Agreement, dated February 1, 2010, among Apollo Gold, Inc., Elkhorn
      Goldfields LLC, Calais Resources, Inc. and Calais Resources Colorado,
      Inc.) and the Promissory Note (as defined in the Purchase Agreement, dated
      March 12, 2010, among the Company, Calais Resources, Inc. and Calais
      Resources Colorado, Inc. and Duane A. Duffy, Glenn E. Duffy, Luke Garvey
      and James Ober) (the Promissory Note, the Original Caribou Notes, the
      Additional Unsecured Note and the Congo Note are collectively referred to
      herein as the “Notes”);

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ii.

            	
              own,
      manage, operate, control, enter into a lease, option, joint venture or any
      other contractual relationship with respect to, assist or have any royalty
      or other financial or equity interest in, any property or mineral
      interests located within 10 miles (the “Area of
      Interest”) of the exterior boundaries of any property or mineral
      interests currently owned, leased, optioned, held under any other
      contractual arrangement or otherwise being explored, developed or mined by
      the Company (the “Brigus Subject
      Property”) or Calais (the “Calais Subject
      Property” and, together with the Brigus Subject Property, the
      “Subject
      Property”), or be employed by, render any services for, participate
      in, engage in, enter into a joint venture with, permit the Officer’s name
      to be used in connection with, or be connected in any manner with the
      ownership, management (including by being a member of a board of directors
      or similar governing body), operation, or control of any Person owning,
      managing, operating, controlling the Subject Property or any property
      within the Area of Interest; provided, however, that
      the restrictions set forth in this Section 7(a)(ii) with respect to Calais
      Subject Property shall terminate upon payment in full to the Company
      (including all principal and accrued interest and other fees) of the
      Notes.

            


    

     

    
      	
               
      

            	
              iii.

            	
              hire,
      solicit, induce, recruit or encourage any of the Company’s or any of its
      Affiliate’s employees, consultants or business relations to leave their
      employment or terminate their relationship with the Company or any of its
      Affiliates; or

            


    

     

    
      	
               
      

            	
              iv.

            	
              enter
      into an agreement to do any of the
foregoing.

            


    

     

    (b)           The
Officer acknowledges that the covenants contained in this Section 7, including
those related to duration, geographic scope, and the scope of prohibited
conduct, are reasonable and necessary to protect the legitimate interests of the
Company.  The Officer further acknowledges that he is an executive and
management level employee as referenced in C.R.S. 8-2-113(2)(d) and that
the covenants contained in this Section 7 are necessary to protect, and
reasonably related to the protection of, the Company’s Confidential Information
and trade secrets, to which the Officer has been exposed.

     

    (c)           The
Officer hereby expressly acknowledges that any breach of this Section 7 shall be
deemed a material breach of this Agreement entitling the Company to immediate
injunctive relief, damages, attorneys’ fees and all other remedies available
hereunder and under the law.

     

    
      	
              8. 

            	
              NON-DISPARAGEMENT

            


    

     

    The
Officer agrees not to make to any Person any statement that disparages or
reflects negatively on the Company, their predecessors, successors, parents,
subsidiaries, Affiliates, or assigns or any of their respective officers,
directors, principals, shareholders, agents, attorneys, board members, or
employees, including, but not limited to, statements regarding the Company’s
financial condition, employment practices, or business practices.  The
Officer hereby expressly acknowledges that a breach of this Section 8 shall be
deemed a material breach of this Agreement entitling the Company to immediate
injunctive relief, damages, attorneys’ fees and all other remedies available
hereunder and under the law.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              9. 

            	
              RETURN
      OF PROPERTY AND INFORMATION

            


    

     

    The
Officer represents and warrants that, upon the termination of his employment, he
will return to the Company any and all property, documents, software, and files,
including any documents (in any recorded media, such as papers, computer disks,
copies, photographs, maps, transparencies, and microfiche) that relate in any
way to the Company or the Company’s business.  The Officer agrees
that, to the extent that he possesses any files, data, or information relating
in any way to the Company or the Company’s business on any personal computer, he
will either delete those files, data, or information (and will retain no copies
in any form) or allow a representative of the Company to remove such files,
data, or information from his personal computer.  The Officer also
will return any tools, equipment, calling cards, credit cards, access cards or
keys, any keys to any filing cabinets, vehicles, vehicle keys, and all other
property in any form upon execution this Agreement.

     

    
      	
              10. 

            	
              SEVERABILITY

            


    

     

    If any
provision of this Agreement is held illegal, invalid, or unenforceable, such
holding shall not affect any other provisions hereof.  In the event
any provision is held illegal, invalid, or unenforceable, such provision shall
be limited so as to effect the intent of the Parties to the fullest extent
permitted by applicable law.  Any claim by the Officer against the
Company shall not constitute a defense to enforcement by the
Company.

     

    
      	
              11. 

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter contained herein.  This Agreement supersedes any
and all prior oral or written promises or agreements between the Parties,
including the Employment Agreement.  To the extent of any conflict
between the provisions of the Employment Agreement and this Agreement, the
provisions of this Agreement shall govern. The Officer acknowledges that the
Officer has not relied on any promise, representation, or statement other than
those set forth in this Agreement.  This Agreement cannot be modified
except in writing signed by all Parties.

     

    
      	
              12. 

            	
              VENUE
      AND APPLICABLE LAW

            


    

     

    This
Agreement shall be interpreted and construed in accordance with the laws of the
State of Colorado, without regard to its conflicts of law
provisions.  Venue and jurisdiction shall be in the federal or state
courts in Denver, Colorado.  If a Party is required to initiate an
action in court to enforce this Agreement, the prevailing Party shall be
entitled to its costs and attorneys’ fees from the other Party, to the extent
such costs and fees are related to the enforcement of this
Agreement.

     

    
      	
              13. 

            	
              COUNTERPARTS

            


    

     

    This
Agreement may be executed in identical counterparts, which, when considered
together, shall constitute the entire agreement among the Parties.

     

    
      
        
        

      

      
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