AMENDED AND RESTATED
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is effective as of the
15th, day of June 2005, by and between John R. McKowen, an individual ("Employee"), and Navidec Financial
Services Inc., a Colorado corporation (the "Company").
WHEREAS, the Company and Employee entered into an Employment Agreement, dated as of September 9,
2004, relating the terms and conditions of Employee's employment with the Company (the "Employment
WHEREAS, the Company and Employee desire to amend and restate the Employment Agreement; and
WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to
enter into this Agreement setting forth the rights, obligations and duties of both the Company and the Employee;
WHEREAS, the Company wishes to assure itself of the services of the Employee for the period hereinafter
provided, and the Employee is willing to be employed by the Company for said period, upon the terms and
conditions provided in this Agreement.
IN CONSIDERATION of the mutual covenants and promises herein contained, and subject to the terms and
conditions herein set forth, Employee and the Company hereby agree as follows:
1. Term of Employment; Duties.
(a) The "Term of Employment" shall commence on the effective date of this Agreement and shall continue for an
initial term of two (2) years unless earlier terminated as provided in this Agreement (the "Initial Term"). After the
Initial Term, the Term of Employment will automatically renew for successive one (1) year terms unless and until
either party delivers notice of termination to the other within thirty (30) days of the expirations of the then current
(b) During the Term of Employment, the Company shall employ Employee, and Employee shall work for the
Company, as Chief Executive Officer and Chairman of the Board. In such capacity, Employee shall perform such
duties as are traditional and customary t