**Exhibit 10.1**

**CONSULTING AGREEMENT**

This Consulting Agreement (the “Agreement”) isentered into by and between Platinum Research Organization, Inc., a companyexisting under the laws of Delaware (“PRO, Inc.” or the “Company”), TheFairmount Company, a District of Columbia corporation (the “Consultant”), andfor certain limited purposes, John T. (Corky) Jaeger, Jr. (“Jaeger”)

**RECITALS:**

The Company desires to employ Consultant as anindependent contractor, and Consultant desires to accept such employment, on theterms and conditions set forth in this Agreement.

**A G R E E M E N T:**

NOW, THEREFORE, in consideration of the premises andthe mutual covenants contained in this Agreement, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company, Jaeger and Consultant agree as follows:

1.             **Employment**. The Company agrees toretain and does hereby retain Consultant, and Consultant agrees to be retainedby the Company on the terms and conditions set forth in this Agreement.

2.             **Duties and Responsibilities**. Consultantshall have those responsibilities, duties and authorities assigned to it (the “Duties”)by the board of directors of the Company (the “Directors”).  Consultant shall faithfully, industriouslyand to the best of its ability perform to the satisfaction of the Directors allof the Duties.  Jaeger shall beresponsible for the performance of the Duties required of the Consultant as thePresident, Chief Executive Officer, and Director of the Company, and, except aspermitted below, shall devote substantially all of his business time, skill andattention to the business of the Company. Jaeger shall not, except as provided below, during the term of thisAgreement, be actively engaged in any managerial or employment capacity in anyother business activity for profit which detracts from his performance of theConsultant’s Duties.  Consultant shalluse its best efforts and skills to preserve the business of the Company and thegoodwill of its employees and persons having business relations with theCompany.  Notwithstanding the foregoing,the Company acknowledges that Jaeger is currently employed on a part time basisby the Consultant to perform services for others.  Jaeger may continue to perform the serviceshe is currently performing for the Consultant, but may not expand the scope ofsuch duties or the time dedicated to the performance of those duties withoutthe written consent of the Company.

3.             **Term**. The term of this Agreement shallcommence as of the effective date of this Agreement, and shall continue forthree (3) years from such date, or for such term as extended by mutualagreement of the parties, or until it is otherwise terminated in accordancewith this Agreement.

4.             **Compensation and Other Benefits**.

(a)           Compensation. For the 12 month period commencingupon the effective date of this Agreement and continuing for each of the 12calendar month thereafter, the Company shall pay Jaeger a salary of $6,250 permonth ($75,000 per year) and Consultant $11,250 per month ($135,000 per year), prorated for lesser periods.  Company will provide a cash bonus planwhereby Jaeger and

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consultant could earn up to one hundred percent(100%) of their total yearly compensation of $210,000 (i.e. $75,000 plus$135,000) shared 50% to Jaeger and 50% to Consultant based on specificmilestones established and agreed to by the Company’s Board of Directors.  The cash compensation paid to Jaeger andConsultant shall be reviewed annually and may be modified by the mutualagreement of Jaeger, Consultant and the Company.  This plan would be established and confirmedby the Board of Directors.

(b)           BusinessExpenses.  Upon the submission ofproperly documented expense account reports in accordance with Company policy,the Company shall reimburse Consultant and Jaeger for legitimate businessexpenses incurred on behalf of the Company in the performance of its Duties,including but not limited to the applicable dues and fees of the Consultant’scorporate membership of the Sports Club and the legal cost to prepare the StockOption Plan of the Company and this Consulting Agreement.

(c)           The Company shall pay the reasonable expense for Healthand Disability insurance for Jaeger.

(d)           Vacation. Jaeger shall be entitled to take two weeks paid vacation during eachcalendar year in the term of this Agreement.

(e)           Stock Options. On or about the effective date of this Agreement, the Company will grantto Consultant an option to acquire a ten percent (10%) percent common stockinterest in the Company on a fully diluted basis on the date of grant (the “SubstitutedOptions”).  The Substituted Options willbe granted on terms comparable to the terms of the option granted to Consultanton September 26, 2006 to acquire a total option equity interest of ten percent(10%) in Platinum Research Organization, L.P. (the “PRO LP Equity Options”).  The PRO, LP Equity Options will be cancelledupon issuance and grant of the Substituted Options to Consultant.  The Stock options granted to Consultant shallbe vested as follows: 1/6 of the stock options shall be vested on the firstanniversary of this Agreement; 1/6 of the stock options shall be vested on thesecond anniversary of this Agreement; 1/6 of the stock options shall be vestedon the third anniversary of this Agreement; and 1⁄2 of the stock options shall bevested in accordance with performance-based milestones as established andagreed to by the Company’s Board of Directors. The Substituted Options shall begranted under the terms of that certain Stock Incentive Plan previously adopted by the Company.

5.             **Termination**.

(a)           Deathor Disability. This Agreement shall terminate upon the death or Disabilityof Jaeger. The phrase “Disability” shall mean Jaeger is unable to perform theDuties properly with the Company, even if reasonable accommodations are made bythe Company, on a full-time basis for 60 consecutive days or for 80 days out of100 consecutive days due to Jaeger’s physical or mental illness as determined(after expiration of either such periods) by a qualified physician.

(b)           Cause.The Company may terminate this Agreement at any time for Cause. The Companyshall have “Cause” to terminate this Agreement if during the term of thisAgreement Consultant or Jaeger (a) engages in a course of conduct thatconstitutes gross dereliction of duties and

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such behavior continues 30 days after the Company has given Consultantor Jaeger the opportunity to cure it, (b) engages in fraudulent activities orengages in gross misconduct which injures, or is reasonably anticipated to injure,the Company or its affiliates, (c) is convicted of, or pleas *nolo contendere*to, a felony criminaloffense punishable by more than one year in prison or an offense involvingmoral turpitude, in a court of competent jurisdiction, (d) violates any statutoryor common law duty of loyalty which results, or is reasonably anticipated toresult, in an injury to the Company or any of its subsidiaries or affiliates,or (e) violates a material provision of this Agreement.

(c)           Noticeof Termination.  Any termination ofemployment, other than as a result of Jaeger’s death, shall be communicated by “Noticeof Termination” to the other party to this Agreement. For purposes of thisAgreement, a “Notice of Termination” shall mean a notice in writing which shallindicate the specific termination provision in this Agreement relied upon andshall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of Consultant’s employment under the provisionso indicated.

(d)           Dateof Termination. The Date of Termination (herein so called) shall mean (a)if Jaeger’s employment is terminated under this Agreement as a result of Jaeger’sdeath, the date of Jaeger’s death, (b) if Jaeger’s employment is terminated asa result of Jaeger’s Disability, the date Notice of Termination is delivered toConsultant and Jaeger, (c) if Consultant terminates this Agreement, the earlierof sixty (60) days following the date on which a Notice of Termination isdelivered pursuant to Paragraph 11 or the date Consultant and Jaeger ceaseactively working for the Company, and (d) if Jaeger’s employment is terminatedfor any other reason, then ten (10) days following the date on which a Noticeof Termination is delivered pursuant to Paragraph 11.

6.             **Effects on Compensation upon Disability or Terminationof Employment**.

(a)           Disability.During any period that Jaeger fails to perform the Consultant’s Duties underthis Agreement as a result of a Disability, the Company shall nonethelesscontinue to pay the Consultant and Jaeger under Section 4 until the Date ofTermination.

(b)             Termination.  If Jaeger’s employment terminates for anyother reason, except for termination of Jaeger by the Company without Causethen the Company shall pay Consultant and Jaeger its compensation under Sectionthrough the Date of Termination.  IfJaeger is terminated by the Company without Cause, the Company shall paycompensation and other benefits to Jaeger and Consultant for a period of six(6) months after the Date of Termination under Section 4 hereunder.

7.             **Nondisclosure Covenants**. During theterm of this Agreement, Consultant and its officers, directors, managers,members, employees and owners, including, without limitation Jaeger(collectively, a “Consultant Party”), shall have access to and become familiarwith various trade secrets and other sensitive information of the Company orits affiliates consisting of, but not limited to, processes, computer programs,compilations of information, records, sales procedures, customer requirements,customers, pricing techniques, customer lists, technical data, know-how, marketreports, consumer investigations, methods of doing business and otherconfidential information (collectively, the “Confidential Information”), whichare owned by the Company or its affiliates and regularly used in the operationof its business.  Each Consultant Partyacknowledges and agrees that all Confidential

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Information is and shall remain the property of the Company or itsaffiliates, as the case may be.  EachConsultant Party further agrees that he shall not use in any way or discloseany of the Confidential Information, directly or indirectly, either during theterm of this Agreement or at any time thereafter, except as required in theperformance of the Duties or to the extent such Confidential Information ispublicly known (except as a result of either’s own actions).  All files, records, documents, information,data, and similar items relating to the business of the Company or itsaffiliates, whether prepared by a Consultant Party or otherwise coming into itspossession, shall remain the exclusive property of the Company or itsaffiliates, as the case may be, and shall not be removed from the premises ofthe Company or its affiliates under any circumstances without the prior writtenconsent of the Managers of the Company (except in the ordinary course ofbusiness during Consultant’s period of active employment under this Agreement),and in any event shall be promptly delivered to the Company (without aConsultant Party retaining any copies) upon termination of this Agreement.

8.             **Noncompetition Covenant**.  Without the prior written consent of theCompany, no Consultant Party, during the term of this Agreement and for two (2)years thereafter, directly or indirectly, as a director, officer, agent,employee, consultant, or independent contractor, or in any other individual orrepresentative capacity, may (i) invest in (other than investments inpublicly-owned companies which constitute not more than one percent (1%) of theoutstanding securities of any such company) or engage in any business oractivity that is competitive with the business of the Company or itsaffiliates, (ii) accept employment with or render services to a competitor ofthe Company or its affiliates, or (iii) take any action inconsistent with thefiduciary relationship of an employee to his employer.  As used in this Agreement, (i) “affiliates”shall mean persons or entities that, directly or indirectly through one or moreintermediaries, control or are controlled by, or are under common control with,the Company or its affiliates, and shall specifically include all subsidiariesof the Company, (ii) “competitive” shall mean the subject action or activity isthe same or similar action, duty, function, product, service or activityprovided by the Company or an affiliate, and it involves a client, customer oridentified potential customer of the Company or an affiliate of either as ofthe date this Agreement terminates, and (iii) “competitor” shall mean thesubject person or entity engages in activity which is the same or similar tothe services or activities provided by the Company or an affiliate, to itscustomers, and such activity is directed at, or involves a client, customer oridentified potential customer of the Company or an affiliate of either as ofthe date this Agreement terminates.

9.             **Covenant Not to Hire**.  During the term of this Agreement and for aperiod of two (2) years after its termination for any reason whatsoever, noConsultant Party shall, on his own behalf or on behalf of any other person,partnership, association, limited liability company, corporation, or otherentity, hire, or solicit any employee of the Company or its affiliates, or inany manner attempt to influence or induce any employee of the Company or itsaffiliates, to leave the employment of the Company or its affiliates, nor shallany Consultant party use or disclose to any person, partnership, association,limited liability company, corporation, or other entity any information obtainedwhile an employee of the Company concerning the names and addresses of theemployees of the Company or its affiliate.

10.           **Severability**.  If any provision of this Agreement is held tobe illegal, invalid, or unenforceable under present or future laws effectiveduring the term hereof, such provision shall be fully severable and thisAgreement shall be construed and enforced as if such illegal, invalid, or

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unenforceable provision never comprised a part of this Agreement; andthe remaining provisions of this Agreement shall remain in full force andeffect and shall not be affected by the illegal, invalid, or unenforceableprovision or by its severance from this Agreement. Furthermore, in lieu of suchillegal, invalid, or unenforceable provision, there shall be addedautomatically as part of this Agreement a provision as similar in its terms tosuch illegal, invalid, or unenforceable provision as may be possible and belegal, valid, and enforceable.

11.           **Notice**. All notices, demands, requests or other communications that may be orare required to be given, served or sent by either party to the other partypursuant to this Agreement shall be in writing and shall be mailed byfirst-class, registered or certified mail, return receipt requested, postageprepaid, or transmitted by hand delivery, telegram or facsimile transmissionaddressed as set forth on the signature pages hereof. Each party may designateby notice in writing a new address to which any notice, demand, request orcommunication may thereafter be so given, served or sent. Each notice, demand,request or communication that is mailed, delivered or transmitted in the mannerdescribed above shall be deemed sufficiently given, served, sent and receivedfor all purposes at such time as it is delivered to the addressee with thereturn receipt, the delivery receipt, the affidavit of messenger or (withrespect to a facsimile transmission) the answer back being deemed conclusiveevidence of such delivery or at such time as delivery is refused by theaddressee upon presentation.

12.           **Amendment; Waiver**.  No provisions of this Agreement may bemodified, waived or amended unless such waiver, modification or amendment isagreed to in writing and signed by Consultant and such officer as may bespecifically designated by the Board, and such provisions shall be modified,waived or amended only to the extent set forth in such writing.

13.           **Validity**.  The invalidity or unenforceability of anyprovision of this Agreement shall not effect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

14.           **Counterparts**.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

15.           **Arbitration**.  Any dispute arising from this Agreement shallbe settled by arbitration in accordance with the commercial rules then ineffect of the American Arbitration Association, except as modified in thisParagraph 15 and, except that the arbitrator(s) shall be selected in accordancewith the following procedure: such dispute shall be referred to and decided bya single arbitrator if the parties can agree upon one within thirty (30) daysafter either of the parties shall notify the other that it wishes to availitself of the provisions of this Paragraph 15; otherwise, such dispute shall bereferred to and decided by three arbitrators, one to be appointed by theCompany and one to be appointed by Consultant, each such appointment to be madewithin twenty (20) days after the expiration of the thirty (30) day periodreferred to above, and the third arbitrator to be appointed by the first twoarbitrators within thirty (30) days after the expiration of such twenty (20)day period. If the first two arbitrators cannot reach agreement on the thirdarbitrator within said thirty (30) day period, the third arbitrator shall be animpartial arbitrator appointed by the President of the American ArbitrationAssociation within twenty (20) days after the expiration of said thirty (30)day period.  Hearings of thearbitrator(s)

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shall be held in Dallas, Texas, unless the parties agreeotherwise.  The presentations of theparties in the arbitration proceeding shall be commenced and completed withinsixty (60) days after selection of the arbitration panel, and the arbitrationpanel shall render its decision in writing within thirty (30) days aftercompletion of such presentations. Any decision concurred in by any two (2) ofthe arbitrators shall constitute the decision of the arbitration panel, andunanimity shall not be required. Judgment upon an award rendered by thearbitrator(s) may be entered in any court of competent jurisdiction, includingcourts in the State of Texas. Any award so rendered shall be final and bindingupon the parties hereto. All costs and expenses of the arbitrator(s) shall bepaid as determined by such arbitrator(s), and all costs and expenses ofexperts, witnesses and other persons retained by the parties shall be borne bythem respectively.

16.           **General Creditor**.  Nothing contained in this Agreement and noaction taken pursuant to the provisions of this Agreement shall create or beconstrued to create a trust relationship between the Company and Consultant orany other person. To the extent that Consultant acquires a right to receivepayments under this Agreement, such rights shall be no greater than the rightof any general unsecured creditor of the Company.

17.           **No Assignment**.  The right of Consultant or any other personto the payment of amounts or other benefits under this Agreement shall not beassigned, alienated, hypothecated, placed in trust, disposed of, transferred,pledged or encumbered (except by will or by the laws of descent anddistribution), and, to the extent permitted by law, no such amount or paymentshall in any way be subject to any legal process to subject the same to thepayments of any claim against Consultant or any other person.

18.           **Taxes**. The Company will have the right to withhold from any transfer or paymentmade to Consultant or to any other person hereunder, whether such payment is tobe made in cash or other property, all applicable federal, state, city or othertaxes or foreign taxes as shall be required, in the determination of theCompany, pursuant to any statute or governmental regulation or ruling.  Notwithstanding the foregoing, Consultantshall be solely responsible for the payment of all employment taxes of eachConsultant Party.  Consultant herebyindemnifies and agrees to hold harmless each officer and director of theCompany for any employment taxes of, or attributable to, any Consultant Party.

19.           **Injunctive Relief**.  Notwithstanding the provisions of Paragraph 15if there is a breach or threatened breach by Consultant of the provisions ofthis Agreement, the Company shall be entitled to an injunction to preventirreparable injury to the Company

20.           **Integration**.  This Agreement represents the entireunderstanding and agreement between the parties with respect to the subjectmatter of this Agreement, and all other written or oral agreements relating tothe subject matter hereof are hereby superseded.

21.           **Governing Law**.  The terms and provisions of this Agreement,including without limitation the provisions for arbitration under Paragraph 15,shall be construed in accordance with, and governed by, the laws of the Stateof Texas.

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22.           **Survival**.  Notwithstanding the termination of thisAgreement or Consultant’s termination of employment, the provisions ofParagraphs 7 through 13 and Paragraph 15 through 17 shall survive and continuein full force and effect in accordance with its terms.

23.           **Personal Guarantee**.  Jaeger hereby personally guarantees thecomplete, professional and satisfactory performance of the Consultant underthis Agreement.

24.           **IndependentContractor**.  TheConsultant and the Company agree that the Consultant is serving as anindependent contractor to the Company, and not as its employee.  The Consultant shall not have any authorityto act on behalf of, or to bind the Company without its written consent.

25.           **Indemnification**.  The Company shall indemnify Consultant andJaeger against, and reimburse and advance to Consultant and Jaeger for, allliabilities, costs and expenses incurred in connection with their performanceas a director, officer or consultant under this Agreement and any actions takenor omitted in such capacity as a director, officer or consultant under thisAgreement to the greatest extent permitted under the Texas Business CorporationAct and other applicable laws at the time of such indemnification,reimbursement or advance payment.

IN WITNESS WHEREOF, theCompany and the Consultant have executed this Agreement as of the 14th dayof April, 2007.
|            | ** ** | **CONSULTANT:**                    |
|------------|------------|------------------------------------|
| ** ** | ** ** | ** **                         |
| ** ** |       | THE FAIRMOUNT COMPANY              |
| ** ** |       | a District of Columbia corporation |
| ** ** |       |                               |
| ** ** |       |                               |
| ** ** |       | By:                                | /s/ John T. Jaeger, Jr. |   |
| ** ** |       | Name:                              |   | John T. Jaeger, Jr. |
| ** ** |       | Its:                               |   | President |
| ** ** |       |                               |   |   |
| ** ** |       |                               |   |   |
| ** ** | ** ** | **JAEGER:**                        |
| ** ** | ** ** |                               |
| ** ** | ** ** |                               |
| ** ** |       | /s/ John T.  Jaeger, Jr.           |   |
|       |       | John T. (Corky)  Jaeger, Jr.       |   |
|            |            |                                    |  |  |  |  |

 

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|            | ** ** | **COMPANY:**                         |
|------------|------------|--------------------------------------|
| ** ** | ** ** | ** **                           |
| ** ** |       | PLATINUM RESEARCH ORGANIZATION, INC. |
| ** ** |       | a Delaware corporation               |
| ** ** |       |                                 |
| ** ** |       |                                 |
| ** ** |       | By:                                  | /s/ Thomas G.  Plaskett |   |
| ** ** |       | Name:                                | Thomas G.  Plaskett |   |
| ** ** |       | Its:                                 | Chairman |   |
| ** ** |       |                                 |
| ** ** |       |                                 |
| ** ** |       | Acknowledged and Agreed:             |
| ** ** |       | PLATINUM RESEARCH ORGANIZATION, L.P. |
| ** ** |       |                                 |
| ** ** |       |                                 |
| ** ** |       | By:                                  | /s/ John T.  Jaeger, Jr. |   |
| ** ** |       | Name:                                | John T. Jaeger,  Jr. |   |
| ** ** |       | Title:                               | President and  CEO |   |
| ** ** |       |                                 |
| ** ** |       | PLATINUM IP MANAGEMENT, INC.         |
| ** ** |       |                                 |
| ** ** |       | By:                                  | /s/ John T.  Jaeger, Jr. |   |
| ** ** |       | Name:                                | John T. Jaeger,  Jr. |   |
| ** ** |       | Title:                               | President and  CEO |   |
|            |            |                                      |  |  |  |  |  |

 

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