[BobbyH]

Taking a step back, it seems like you want to present a perfect solution to your boss that he can just adopt. I mean this in a friendly way, but that's not your job. Your job is to tell your boss what you want. Your boss's job is to figure out how to meet your needs.

Along those lines, I would just tell him politely that you'd like a plan to get your backpay over time, you'd like a raise although you understand that funding may preclude that, and you'd like your non-compete to be altered so at least it doesn't apply to your consulting work, since the scope of the consulting work is so broad that you wouldn't be able to ever get another job. You can mention that given the natural instability of a startup, this fact is stressing you out and making you lose sleep.

I would also ask to "paper" the backpay, so you have more than a verbal commitment on that.

If you talk nicely and respectfully about these issues, it is very likely that he will agree to the one term that doesn't cost him any money. (He will likely stall on all the other terms.)