Exhibit 10.1
CONSULTING AGREEMENT WITH
XXXXXXX X. XXXXXXX
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 15th day
of June, 2004 and is by and amongst eTotalSource, Inc. (the "Company") and
Xxxxxxx X. Xxxxxxx (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past in 2003 and 2004 for Securities
and Exchange Commission reporting matters;
WHEREAS, the Consultant has provided approximately $63,000 in legal
services to the Company;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby has engaged the Consultant for legal services and
wishes to pay Consultant and has agreed to payment of fees due for services
already rendered through issuance of stock.
2. In consideration of the services already provided, Consultant shall
receive 550,000 shares of the Company's common stock which shall be issued for
the accrual due and owing as a result of prior services rendered to the Company
by the Consultants. None of the services being compensated for involved
merger/acquisition services, or capital raising transactions.
3. The Company will register all the compensation shares pursuant to a
registration statement on Form S-8.
4. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid, addressed at their
principal place of business or to such other address as may be designated by
either party in writing.
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5. This Agreement shall be governed by and interpreted pursuant to the laws
of the state of Colorado. By entering into this Agreement, the parties agree to
the jurisdiction of the Colorado courts with venue in Jefferson County,
Colorado. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
6. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
Xxxxxxx X. Xxxxxxx eTotalSource, Inc.
/s/Xxxxxxx X. Xxxxxxx /s/Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxxxx By: Xxxxx Xxxxxx, President
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