CapSource Financial, Inc. Exhibit 10.1 to form 8-K.





EXHIBIT 10.1  





EMPLOYMENT AGREEMENT  





        This
Agreement made and entered into this 9th day of January,  2006, by and between  CapSource
 Financial, Inc., (“Employer” or the “Company”), and Steven J. Kutcher (“Executive”). The
parties recite that: 



        WHEREAS,
Employer, a Colorado corporation, is engaged in the business of selling and leasing
transportation equipment and services and maintains business premises at 2305 Canyon
Boulevard, Suite 103, Boulder, Colorado 80302;  



        WHEREAS,
Executive is willing to be employed by Employer, and Employer is willing to employ
Executive, on the terms and conditions hereinafter set forth.  



        NOW
THEREFORE, for the reasons set forth above, and in consideration of the mutual covenants
and promises of the parties hereto, Employer and Executive covenant and agree as follows:  



	1.  	  	AGREEMENT
TO EMPLOY AND BE EMPLOYED. Employer hereby employs Executive as Vice President
and Chief Financial Officer and Executive hereby accepts and agrees to such
employment.  






	2.  	  	DESCRIPTION
OF EXECUTIVE’S DUTIES. Subject to the supervision and pursuant to the
orders, advice, and direction of Employer, Executive shall perform such duties
as are customarily performed by one holding such position in other businesses or
enterprises of the same or similar nature as that engaged in by Employer.
Executive shall additionally render such other and unrelated services and duties
as may be assigned to him from time to time by Employer.  






	3.  	  	MANNER
OF PERFORMANCE OF EXECUTIVE’S DUTIES. Executive shall at all times
faithfully, industriously, and to the best of his ability, experience, and
talent, perform all duties that may be required of and from him pursuant to the
express and implicit terms hereof, to the reasonable satisfaction of Employer.
Such duties shall be rendered at the above-mentioned premises and at such other
place or places as Employer shall in good faith require or as the interests,
needs, business, and opportunities of Employer shall require or make advisable. 







	4.  	  	DURATION
OF EMPLOYMENT. The term of employment shall be three (3) years, commencing on
date first written above, and terminating January 8, 2009, subject, however, to
prior termination as otherwise provided herein.  






	5.  	  	COMPENSATION;
REIMBURSEMENT. Employer shall pay Executive and Executive agrees to accept from
employer, in full payment for Executive’s services hereunder, compensation
as follows:  






	  	a.  	  	A
Base Salary of One Hundred Thirty-Two Thousand and No/100 Dollars ($132,000)
               payable at regular payroll periods;  






	  	b.  	  	On
the date first  written  above,  the  Company  shall issue and set aside for the
Executive  Thirty-Three Thousand and No/100 Dollars of the Company’s common
stock  at  a  price  of  Seventy   Cents  ($.70)  per  share  or  47,143  shares
(“Incentive Shares”). Ownership of the Incentive Shares shall transfer
to the Executive as follows:  on the first  anniversary  date of this Agreement;
12,857 shares shall transfer to the Executive, on the second anniversary date of
this Agreement  15,714 shares shall  transfer to the Executive,  and the balance
shall transfer to the Executive on the third anniversary date of this Agreement.
Executive  must be an employee of the Company  pursuant to this Agreement on the
respective  anniversary  dates to be entitled to receive the  Incentive  Shares.




















	  	c.  	  	Employer
will reimburse Executive for any and all necessary, customary, and           usual
expenses incurred by him while traveling for and on behalf of the Employer
          pursuant to Employer’s directions;  






	  	d.  	  	Executive
shall be entitled to such vacation benefits as other executives of the           Company
of similar status;  






	  	e.  	  	Executive
shall be entitled to participate in any other compensation, insurance,           pension,
savings and health and welfare plans offered by the Company to           executives of
similar status.  






	  	f.  	  	Executive
shall be eligible to periodic increases in his Base Salary according           to Company
policy.  






	  	g.  	  	Executive
has the right to receive registration benefits for all or part of the           Incentive
Shares if other executives of the Company of similar status receive           such
registration rights.  






	6.  	  	EXECUTIVE’S
LOYALTY TO EMPLOYER’S INTERESTS. Executive shall devote substantially full
time, attention, knowledge, and skill solely and exclusively to the business and
interests of Employer, and Employer shall be entitled to all benefits,
emoluments, profits, or other issues arising from or incident to any and all
work, services, and advice of Executive. Executive expressly agrees that during
the term hereof he will not be interested, directly or indirectly, in any form,
fashion, or manner, as partner, officer, director, stockholder, advisor,
employee, or in any other form or capacity, in any other business similar to
Employer’s business or any allied trade, except that nothing herein
contained shall be deemed to prevent or limit the right of Executive to invest
any of his surplus funds in the capital stock or other securities of any
corporation whose stock or securities are publicly owned or are regularly traded
on any public exchange.  






	7.  	  	NON-DISCLOSURE
OF INFORMATION CONCERNING BUSINESS. Executive will not at any time, in any
fashion, form, or manner, either directly or indirectly divulge, disclose, or
communicate to any person, firm, or corporation in any manner whatsoever any
information of any kind, nature, or description concerning any matters affecting
or relating to the business of employer, including, without limitation, the
names of any its customers, the prices it obtains or has obtained, or at which
it sells or has sold its products, or any other information concerning the
business of employer, its manner of operation, or its plans, processes, or other
date of any kind, nature, or description without regard to whether any or all of
the foregoing matters would be deemed confidential, material, or important. The
parties hereby stipulate that, as between them, the foregoing matters are
important, material, and confidential, and gravely affect the effective and
successful conduct of the business of Employer, and its good will, and that any
breach of the terms of this section is a material breach of this agreement. 







	8.  	  	OPTION
TO TERMINATE FOR CAUSE. Employer may terminate this Agreement immediately and
without prior notice to Executive for “cause” as defined as any of the
following events (i) Executive has misappropriated any funds or property of the
Employer; (ii) Executive has been convicted of a felony; (iii) Executive has
obtained personal profit from a Company transaction with a third party without
prior approval of such profit from the Employer’s Board of Directors; (iv)
Executive has obtained personal profit, or attempted to obtain personal profit,
from the sale, or attempted sale, of Employer’s trade secrets or
confidential information. If this Agreement is terminated for cause, Executive
forfeits all prospective benefits provided by this Agreement.  






	9.  	  	OPTION
TO TERMINATE WITHOUT CAUSE. Without cause, the Company may terminate this
agreement at any time upon thirty (30) days written notice to the Employee. If
the Company requests, the Employee will continue to perform his/her duties and
may be paid his/her regular salary up to the date of termination. In addition,
the Company will pay the Employee on the date of the termination a severance
allowance equal to three (3) months of his then normal pay less taxes and social
security required to be withheld.  



















	10.  	  	NON-COMPETE.
The Executive shall not, at any times during the period hereof, and for six (6)
months from the date of his voluntary termination of this Agreement, directly or
indirectly engage in, or become involved in, any competitive or similar business
as that of the Employer.  






	11.  	  	CONTRACT
TERMS TO BE EXCLUSIVE. This written agreement contains the sole and entire
agreement between the parties, and supersedes any and all other agreements
between them. The parties acknowledge and agree that neither of them has made
any representation with respect to the subject matter of this agreement or any
representations inducing the execution and delivery hereof except such
representations as are specifically set forth herein, and each party
acknowledges that he or it has relied on his or its own judgment in entering
into the agreement. The parties further acknowledge that any statements or
representations that may have heretofore been made by either of them to the
other are void and of no effect and that neither of them has relied thereon in
connection with his or its dealings with the other.  






	12.  	  	WAIVER
OR MODIFICATION INEFFECTIVE UNLESS IN WRITING. No waiver or modification of this
agreement or of any covenant, condition, or limitation herein contained shall be
valid unless in writing and duly executed by the party to be charged therewith.
Furthermore, no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding, arbitration, or litigation between the
parties arising out of or affecting this agreement, or the rights or obligations
of any party hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid. The provisions of this paragraph may not be waived except
as herein set forth.  






	13.  	  	DISPUTE
RESOLUTION. Any dispute under this contract shall be required to be resolved by
binding arbitration of the parties hereto. Each party shall select one
arbitrator and both arbitrators shall select a third. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
effect.  






	14.  	  	CONTRACT
GOVERNED BY LAW. This agreement and performance hereunder shall be construed in
accordance with the laws of the State of Colorado.  






	15.  	  	BINDING
EFFECT OF AGREEMENT. This agreement shall be binding on and inure to the benefit
of the respective parties and their respective heirs, legal representatives,
successors, and assigns.  






	 	  	Executed and
agreed to on the date first above written.  









	
Employer:   CapSource Financial, Inc.		Employee:   Steven J. Kutcher
		 
		 
	/s/ Fred Boethling		/s/ Steven J. Kutcher
	By:	Fred Boethling		Steven J. Kutcher
	Its:	President/CEO