Exhibit 10.1


    CONSULTING
      SERVICES AGREEMENT

     

     

    THIS
      CONSULTING AGREEMENT (the “Agreement”), is made and entered into as of this 1st
      day of August 2006, by and among Colombia Goldfields Ltd., a Nevada corporation
      (the “Company”) and J. Randall Martin (hereinafter referred to as “Consultant”).
      The Company and Consultant are sometimes collectively referred to as “Parties”
or individually as a “Party”.

     

    R
      E C I T A L S

     

    WHEREAS,
      the Company is engaged in exploration for and development of, minerals and
      mining properties, respectively, primarily in Colombia; and

    


    WHEREAS,
      Consultant has significant experience with the operation, administration and
      financing of the Company; and 

     

    WHEREAS,
      the Company desires to utilize Consultant’s business expertise and Consultant
      desires to provide services to the Company.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby expressly acknowledged, the Parties agree as
      follows:

     

    A
      G R E E M E N T

     

    ARTICLE
      I 

     

    DEFINITIONS

     

    1.1  Effective
      Date.
      The
      Effective Date of this Agreement shall be May 1, 2006.

     

    ARTICLE
      II

     

    APPOINTMENT

     

    2.1  Appointment.
      The
      Company hereby engages Consultant to furnish the services described in Article
      3
      of this Agreement, and Consultant hereby accepts such engagement. The Consultant
      agrees to use his best efforts to perform his duties, responsibilities, and
      obligations set forth in this Agreement.

     

    2.2  Status
      of the Parties.
      It is
      expressly understood and agreed that in the performance of services under this
      Agreement, Consultant shall, at all times, be an independent contractor with
      respect to the Company, and not an employee of the Company. Further, it is
      expressly understood and agreed by the Parties that nothing contained in this
      Agreement is intended to create a joint venture, partnership, association or
      other affiliation or like relationship between the Parties. In no event shall
      either Party be liable for the debts or obligations of the other Party.
      Consultant understands that he will not be treated as an employee for U.S.
      Federal 


    
      
         

      

      
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    tax
      purposes and that Consultant shall be responsible
      for all taxes, Social Security and FICA payments and withholding (if
      applicable). Consultant shall not be entitled or eligible to receive workman’s
      compensation insurance, disability or unemployment insurance
      benefits.

     

    ARTICLE
      III

     

    CONDITIONS
      AND TERMS OF AGREEMENT

     

    Consultant
      shall perform only those functions set forth in this Agreement or otherwise
      delegated by the Company, and shall be solely responsible for determining the
      manner in which the services are rendered. The Company shall provide Consultant
      with access to the Company's premises and its consultants and employees to
      enable Consultant to perform his services hereunder.

     

    ARTICLE
      IV

     

    OBLIGATIONS
      OF CONSULTANT

     

    Consultant
      shall devote his best efforts, skill and sufficient time and attention to carry
      out his responsibilities under this Agreement. Consultant shall be engaged
      as
      the Company's Chief Executive Officer and shall report to the Board of Directors
      of the Company (the "Board of Directors"). Consultant shall act in substantial
      accordance with all reasonable instructions and directives of the Board of
      Directors and provide management and operational services to the Company as
      requested by the Board of Directors. Consultant shall comply with all written
      policies and procedures of the Company that are furnished to him and which
      are
      applicable to Company employees in general, in connection with the performance
      of services hereunder. 

     

    ARTICLE
      V

     

    PAYMENT

     

    5.1  Consideration.
      In
      consideration of the services provided by Consultant pursuant to this Agreement,
      the Company shall pay to Consultant USD $10,000 per month commencing on the
      Effective Date. 

     

    5.2  Reasonableness
      of Payments.
      The
      amounts paid to Consultant hereunder have been determined by the Parties in
      good
      faith and through arms-length negotiation and are intended to be based on fair
      market value for the services rendered by the Consultant. 

     

    ARTICLE
      VI

     

    BUSINESS
      EXPENSES; ADDITIONAL BENEFITS

     

    5.1  Reimbursement
      of Expenses.
      The
      Company shall reimburse Consultant for business expenses reasonably incurred
      in
      the performance of his services pursuant to this Agreement, including, without
      limitation, travel and entertainment. Requests for reimbursement must be in
      writing and accompanied by appropriate documentation 

     

    
      
         

      

      
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    5.2  Stock
      Option Plan.
      In
      consideration of the execution by Consultant of this Agreement and for services
      rendered hereunder, Consultant shall be eligible for grants of stock options
      pursuant to the Company's
      2005 Stock Option Plan in
      such
      amounts as may from time to time be determined by the Board of Directors (or
      the
      Stock Option/Compensation Committee), in its sole discretion.

    


    5.3  Additional
      Benefits.
      Consultant shall be eligible to receive bonuses in such amounts and at such
      times as may be determined by the Board of Directors, in its sole discretion,
      and shall be included as a participant in any group health and dental insurance
      obtained by the Company.

     

    ARTICLE
      VII


     

    TERM
      AND TERMINATION OF AGREEMENT

     

    7.1  Term.
      Subject
      to Section 6.2, the term of this Agreement shall be for a period of two (2)
      year(s) from the Effective Date. Subject to Section 6.2, this Agreement shall
      automatically renew for a two (2) year period, unless at least 60 days prior
      to
      the renewal period either Party gives written notice to the other Party as
      provided in Section 9.2 hereof that this Agreement is not to renew.


     

    7.2  Termination:
      This
      Agreement may be terminated as follows:

     

    7.2.1  Termination
      by Mutual Consent.
      This
      Agreement may be terminated at any time by mutual consent in
      writing.

     

    7.2.2  Termination
      by Company for Cause.
      The
      Company shall have the right to immediately terminate this Agreement upon the
      happening of any of the following:

     

    (a)  (i)
      Consultant’s conviction of a felony; or (ii) Consultant becomes disabled so as
      to be unable to perform the duties required by this Agreement for a period
      of
      ninety (90) days in any twelve month period; or

     

    (b)  the
      willful failure to substantially perform reasonably assigned duties in
      accordance with Article III which after written notice that describes the
      non-performance or other failure ("Deficiency") remains uncured after seven
      (7)
      days unless such Deficiency is incapable of being cured within such seven day
      period and Consultant is diligently pursuing a cure.

     

    7.2.3  Termination
      by Company Without Cause.
      If the
      Company terminates this Agreement without cause, Consultant shall be entitled
      to
      receive a lump sum payment from the Company, within five (5) days after such
      termination, equal to twelve (12) months of fees and any and all stock options
      granted to Consultant shall immediately vest and become exercisable in
      accordance with their terms. 

     

    7.3  Force
      Majeure.
      The
      inability of any Party to commence or complete its obligations hereunder by
      the
      dates required resulting from delays caused by strikes, walk-outs, insurrection,
      fires, floods, hurricane, freight embargoes, epidemics, quarantine restrictions,
      any 


    
      
         

      

      
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    law,
      act, order, proclamation, decree, regulation,
      ordinance or any other acts of any governmental or judicial authority, acts
      of
      God, acts of terrorists, war, emergencies, equipment failures, shortages or
      unavailability of materials, unavailability of necessary utilities or other
      similar causes beyond the Party’s reasonable control which shall have been
      timely communicated to the other Party, shall extend the period for the
      performance of the obligations for the period equal to the period(s) of any
      such
      delays(s); provided that such Party shall continue to perform to the extent
      feasible in view of such force majeure event.

     

    ARTICLE
      VIII

     

    COVENANTS

     

    8.1  Confidentiality.
      Consultant shall (a) not disclose or reveal any confidential information (as
      herein defined) to any person other than those who are actively and directly
      participating in the services rendered by Consultant under this Agreement and
      (b) not use any confidential information regarding the Company for any purposes
      other than in connection with the services to be rendered by Consultant
      hereunder, and (c) take all steps as are normally used by Consultant in
      protecting confidential information to assure adherence to the terms of this
      Agreement. In the event that Consultant is requested pursuant to, or required
      by, applicable law or regulation or by legal process to disclose any
      confidential information regarding the Company, Consultant agrees that it will
      provide the Company with prompt notice of such request(s) to enable the Company
      to seek an appropriate protective order and/or waive compliance by Consultant
      with the provisions of this Section. "Confidential Information" means all
      information about the Company, in any form, however and whenever acquired,
      that
      is not generally known to business competitors or the general public, and which
      is treated as confidential by the Company, including, without limitation:
      studies and tests, geological information, title information, contracts, vendor
      or supplier lists, procedures, improvements, modifications, enhancements,
      concepts and ideas, business plans and proposals, business methods, technical
      plans and proposals, research and development, know-how, budgets and
      projections, market studies, competitive analyses, accounts receivable or
      payable, billing methods and other non-public financial information, information
      regarding the skills and compensation of employees, technical memoranda,
      reports, designs and specifications, product and user manuals, software (whether
      or not reduced to writing and whether or not protectable by patent or copyright
      registration), in both object code and source code, engineering, hardware
      configuration information, data and documents now existing or later acquired,
      regardless of whether any of such information, data or documents qualify as
      "trade secrets" under applicable Federal or state law. Notwithstanding the
      foregoing, “confidential information” does not include information which is
      generally known in the trade or industry, or which is not gained as a result
      of
      a breach of a duty to maintain the secrecy of the Company's confidential
      information. The phrase “generally known” shall mean readily accessible to the
      public in a written publication.

     

    8.2  Non-Competition.
      Consultant expressly covenants and agrees that during the term of this Agreement
      and for a period of one (1) year after termination of this Agreement, Consultant
      shall not directly or indirectly, either as a principal, agent, employee,
      employer, stockholder, co-partner or in any other individual or representative
      capacity whatsoever, engage in the Company's business anywhere in the Republic
      of Colombia. However, Consultant may


    
      
         

      

      
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     acquire
      up to five percent (5%) of any publicly
      traded company, even if engaged in competition with the Company.

     

    8.3  Non-Solicitation
      of Employees.
      Consultant agrees that during the term of this Agreement and for a period of
      one
      (1) year after termination of this Agreement, Consultant shall, (i) not solicit,
      entice, persuade, or induce any employee or consultant of the Company or any
      of
      its subsidiaries to leave the employ of such entity, and (ii) refrain from
      recruiting or hiring, or attempting to recruit or hire, directly or by assisting
      others, any individual who is employed by, or engaged as a consultant by the
      Company or any of its subsidiaries at the time of the attempted recruiting
      or
      hiring. 

     

    8.4  Work
      Product.
      Consultant shall disclose promptly to the Company any and all significant
      conceptions and ideas for inventions, improvements and valuable discoveries,
      whether patentable or not, that are conceived or made by the Consultant, solely
      or jointly with another, during the term of this Agreement and that are directly
      related to the business or activities of Company and that Consultant conceives
      as a result of the Consultant's independent contractor relationship with the
      Company. Consultant hereby assigns and agrees to assign all the Consultant's
      interests therein to the Company or its nominee. Consultant agrees that all
      such
      inventions, improvements and valuable discoveries that the Consultant develops
      or conceives and/or documents during the term of this Agreement shall be deemed
      works made-for-hire for the Company within the meaning of the copyright laws
      of
      the United States or any similar or analogous law or statute of any other
      jurisdiction and, accordingly, the Company shall be the sole and exclusive
      owner
      for all purposes for the distribution, exhibition, advertising and exploitation
      of such materials or any part of them in all media and by all means now known
      or
      that may hereafter be devised, throughout the universe in perpetuity.


     

    ARTICLE
      IX


     

    MISCELLANEOUS

     

    9.1  Indemnification.
      To
      the
      fullest extent permitted by law, the Company shall promptly indemnify Consultant
      for all amounts (including, without limitation, judgments, fines, settlement
      payments, losses, damages, costs and expenses (including reasonable attorneys’
fees)) incurred or paid by Consultant in connection with any action, proceeding,
      suit or investigation arising out of or relating to the performance by
      Consultant of his services pursuant to this Agreement. This indemnification
      shall also apply to Consultant's prior activities as an officer and director
      of
      the Company. The Company shall use its best efforts to include Consultant as
      an
      insured under any insurance policy covering its officers, directors and
      employees. 

     

    9.2  Notice.
      Any
      notice, request or demand given pursuant to this Agreement shall be in writing
      and either hand delivered, or sent by certified or registered U.S. mail, return
      receipt requested. Notice shall be deemed given upon receipt and delivered
      to
      the respective addresses set out below, or to such other address as a Party
      shall specify in the manner required by this Section, as follows:

     

    
      
         

      

      
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    If
      to COMPANY:

     

    Colombia
      Goldfields Ltd.

    Suite
      208, 8 King Street East

    Toronto,
      Ontario, Canada M5C 1B5

    Attn:
      Mr.
      Harry Hopmeyer

    


    If
      to CONSULTANT:

     

    J.
      Randall Martin

    Suite
      208, 8 King Street East

    Toronto,
      Ontario, Canada M5C 1B5

    


    9.3  Assignment.
      Consultant may only assign any of its rights under this Agreement to an entity
      controlled by Consultant. The Agreement may not be assigned by the Company
      without Consultant's prior written consent. 

     

    9.4  Governing
      Law/Prevailing Party.
      This
      Agreement shall be construed in accordance with and governed for all purposes
      by
      the laws of the State of Nevada. The prevailing party in any suit brought
      hereunder shall be entitled to reimbursement for legal fees and costs incurred
      in connection with such suit (and appeal). 

     

    9.5  Entire
      Agreement.
      This
      Agreement contains the entire agreement of the Parties and supersedes all prior
      agreements, contracts and understandings, whether written or otherwise, between
      the Parties relating to the subject matter hereof and may not be modified except
      by an amendment signed by the Parties. 

     

    9.6  Severability.
      If any
      provision of this Agreement shall be determined by a court of competent
      jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
      provisions, covenants and restrictions of this Agreement shall remain in full
      force and effect and shall in no way be affected, impaired or invalidated.
      If
      any provisions shall be determined by a court of competent jurisdiction to
      be
      unenforceable because excessively broad or vague as to duration, activity or
      subject, it shall be construed by limiting, reducing or defining it, so as
      to be
      enforceable.

     

    9.7  Waiver.
      Neither
      the failure nor delay on the part of either Party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver hereof. No
      waiver shall be effective unless it is in writing and is signed by the Party
      asserted to have granted such waiver.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the 1st day
      of
      August, 2006.


      
        	 	
                COLOMBIA GOLDFIELDS LTD.

                 

              
	
                 

                By: 

                 

              	
                 

                /s/ Harry Hopmeyer

                Harry Hopmeyer - Chairman

              
	 	
                 

                CONSULTANT

                 

                /s/
                  Randall Martin

                J.
                  Randall
                  Martin