**Exhibit10.1**

 

**CONTRACT FOR SERVICES**

 

This Contract for Services is made on 29 July 2010

 

**Between**

 

1.              **MGT Capital Investments Inc,** whose Registered Office is situated at **66 Hammersmith Road, London W14 8UD** (together with itssubsidiary companies and or any associated companies known hereinafter as “theClient”) of the one part, and

 

2.              **D4D Limited**  whoseRegistered Office is situated at **89 Leigh Road, Eastleigh,Hampshire, SO50 9DQ** (known hereinafter as “the Company”) of theother part.

 

**Recitals**

 

The Company is in business as a provider of **corporate executive services** (the Services) and has skills,abilities and substantial sector experience and can undertake services that maybe of use to the Client from time to time.

 

The Client and the Company agree that if andwhen the Company undertakes services to the Client it will do so in accordancewith the Operative Provisions of this Contract for Services.

 

**Operative Provisions**

 

**The Services to be Undertaken, the Contract Price,Rights and Obligations and Associated Matters**

 

1.              This Contract for Services shall commence on the datestated in Schedule A attached and thereafter will terminate in accordance withthe dates stated in Schedule A attached.

 

2.              Within 7 days of the signing of this Contract forServices, the Company will supply the Client with a copy of its relevantcertificate of Incorporation and VAT registration (if applicable) together withrelevant bank details.

 

3.              The Company agrees that when it undertakes theServices it will do so in a professional manner at all times.

 

4.              The Client shall not control, nor have any right ofcontrol as to how the Company is to perform the Services.

 

5.              The Company will use its own initiative in how theServices are to be completed*,*but willnonetheless assist the Client by making all reasonable attempts to work withinan overall agreed deadline, will observe Health and Safety regulations and willcomply with all reasonable operational requirements relating to working hoursand security.

 

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6.              The Company its directors, employees or consultantsare not obliged to seek permission from the Client to leave a location at anytime *.*

 

7.              The Company may use a suitably qualified andexperienced substitute or delegate to perform the Services.  The agreement of the Client is not requiredin any circumstances, nor does notice of using a substitute or delegate need tobe given to the Client.

 

8.              Where a substitute or delegate is used by the Company,the Client shall have no contractual, financial or legal relationship with thesubstitute or delegate.  The Company issolely responsible for arranging payments to the substitute or delegate and thesubstitute or delegate is answerable only to the Company.

 

9.              The whole or part of this Contract for Services may beassigned or subcontracted to any third party providing that the subcontractoris suitably experienced and qualified’ and the company will notify the clientif any part of the contract works is subcontracted or assigned. If suchassignment / subcontracting occurs, the third party will be bound by termsidentical to those in this contract.

 

10.       The Company may utilise suitably qualified directors,employees or self employed persons in order to perform the Services at its owndiscretion and may also utilise the services of employees or self employedpersons in an administration capacity. Such persons will be answerable solely to the Company and the Clientshall have no contractual, financial or legal relationship with the hiredassistance.  Payments to the abovepersons will be the sole responsibility of the Company.

 

11.       The Contract Price for the Services will be negotiatedand agreed as between the Client and the Company from time to time and thiswill be detailed in Schedule A attached.

 

12.       The Client will pay the Company the Contract Price(plus VAT if appropriate) in accordance with the rates set out in Schedule Asolely against the presentation of an invoice.

 

13.       The Client cannot require the Company to undertake theServices at a different site or location from that verbally agreed at theoutset of this Contract for Services’ or ‘detailed in Schedule A of thiscontract.  The Company may agree toundertake the Services at a different site or location from that originallyagreed, although the Company is under no obligation to do so, but reserves theright to renegotiate the price for the Services.  The Company may, at its own discretion, useits own equipment to undertake the provision of the services.

 

**Financial Risk**

 

14.       The Company will negotiate the Contract Price for theServices and is obliged to honour any agreed Contract Price, unless bothparties re-negotiate the Contract Price.

 

***© Accountax Consulting2009***

 

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15.       Defective work by the Company, its directors,employees, consultants, substitutes or hired assistance will be corrected bythe Company at its own cost or in its own time.

 

16.       The Company warrants that it is qualified to performthe Services.

 

17.       The Company, its directors, employees or consultantswill not be entitled to receive holiday pay or sick pay in any circumstancesfrom the Client.

 

18.       The Company will not be entitled to receive paymentfor cancelled assignments or contracts.

 

19.       The Company is not entitled to partake in anygrievance procedure of the Client and as an independent limited company is notentitled to any employment law rights.

 

20.       The Client is not obliged to offer contracts to theCompany nor is the Company obliged to accept such contracts if offered.  The Company is not obliged to make itsservices available.  Specifically bothparties declare that they do not wish to create or imply any mutuality ofobligations whatsoever, either during the course of this Contract for Servicesor during any period when contracts are not available.

 

21.       The Company accepts it has legal risk in respect ofpublic liability and professional indemnity and will therefore pay the costs ofsuch insurance premiums and maintain adequate cover at all times.

 

*22.**      *The Client reserves the right to offset any lossessustained as a result of the Company’s actions, breach or unsatisfactoryperformance, from the Company’s fees. The Company will not be liable for any delay to the contract workscaused by a delay in the Client providing information or access to equipment.

 

23.       The Company is not entitled to receive any companybenefits from the Client or partake in any pension run by the Client. Pensionprovision may be made by the Company at its own discretion for its directors oremployees.

 

**Freedom of the Company toUndertake other Works**

 

24.       The Company is free to undertake other Contracts forServices for other parties at any time, either before, after, or concurrentlywith this Contract for Services providing that the provision of such servicesdoes not create a conflict of interest or prevent the Company from providingservices to the Client.

 

25.       The Client acknowledges and agrees that it does nothave first call on the services of the Company and cannot require the Companyto give the Client any priority over another Client.

 

**Confidentiality**

 

26.       The Company undertakes that it and its directors,employees, consultants and substitutes shall keep in the strictest confidenceall details of trade secrets and confidential information which may come intoits possession during the completion of the contract.

 

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27.       At the end of the term of this Contract for Servicesthe Company undertakes to deliver to the Client or as directed by the Clientall documents relating to the contract which contain trade secrets orconfidential information relating to the Client’s business.

 

28.       All copyright and other intellectual property rightsin all work, including all work of a preparatory or design nature, or developedor created from such work in performing the Services for the Client shall bedeemed to be the undisputed property of the Client.

 

29.       In the event of the Client supplying to the Companyany material in which the Client owns the copyright or any other intellectualproperty rights the material will be supplied by the Client under a licensewhich may be terminated by the Client on immediate notice, to use the same orany part thereof as the Client shall in its absolute discretion deem fit.

 

**Taxation and NationalInsurance**

 

30.       The Company as an independent business is responsiblefor its own tax and National Insurance.

 

**Business Organisation**

 

31.       The Company will prepare invoices for all Servicesundertaken, on a frequency detailed in Schedule A.

 

32.       The Company will at all times represent itself as anindependent business and will in no circumstances represent itself or hold itselfout as a representative, servant or employee of the Client.  The Company hereby acknowledges it is inbusiness on its own account and is not part and parcel of the Client’sbusiness, or any other business.

 

**Intention of the Parties**

 

33.       Both parties agree and intend that this legalrelationship is one of contracting for independent specialist services andspecifically is not a relationship of master and servant or employer andemployee.

 

**Legal Advice and OtherMatters**

 

34.       Both parties hereby acknowledge that they have had anopportunity to take independent legal advice before signing this Contract forServices.

 

35.       Both parties acknowledge that their contractualrelationship is governed by this Contract for Services as a legally bindingagreement.

 

36.       Both parties acknowledge that this Contract forServices is the whole agreement governing the contractual relationship betweenthem, except where this Contract for Services allows for specific verbalnegotiations. Any other variation to the contract must be made in writing andsigned by both parties.

 

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37.       Words referring to the masculine are to include thefeminine.

 

38.       This Contract is governed by the laws of England andWales and subject to the jurisdiction of the English and Welsh Courts.

 

39.       In the event that either party breaches any clause orclauses or does not seek to rely on any right under this Contract for Services,it shall not be deemed acceptance of any breach of contract made by the otheror a waiver of any of  rights hereundersuch that this Contract for Services would not be enforceable as a whole.

 

The Parties agree and intend to be bound bythis Contract for Services.

 

 
| The Client:  |   |   |   |   |
|--------------|--------|--------|--------|--------|
|         |   |   |   |   |
| Signed:      |   |   | Dated: |   |
|         |   |   |   |   |
|         |   |   |   |   |
| The Company: |   |   |   |   |
|         |   |   |   |   |
| Signed:      |   |   | Dated: |   |

 

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Schedule A

 

**CONTRACTFOR SERVICES**

 

**SCHEDULEA**

 

**Section A- The Company**

 
| Name:         |   | MGT Capital Investments Inc, its subsidiary  companies, associate companies and assigns |
|---------------|--------|-----------------------------------------------------------------------------------------|
| Address:      |   | 66 Hammersmith Road, London, W14 8UD                                                    |
| Phone Number: |   | 0207.605.7950                                                                           |
| Contact Name  |   | Troy Robinson                                                                           |

 

**Section B - Duration of the Provision of the Services**

 
| Commencement Date:  |   | 29 July 2010 |
|---------------------|--------|-------------------|
| Term:               |   | 3 years           |
| End Date:           |   | 29 July 2013 |
| Principle Location: |   | London (UK)       |

 

**Section C - ContractPrice**

 

*Nature of Services to beprovided to the MGT Capital Investments Inc group of companies and associates*

 

·                  Provision of corporate executive services for the office of Chairman,Chief Executive Officer and Chief Financial Officer of all/ any group company(including associates) as required

·                  Corporate finance, M&A project and investment advice

 

*Consulting Fees*

 

·                  The Company will pay service fees of £460,000 per annum, invoicedquarterly in arrears

·                  Sundry business expenses will be separately invoiced on a monthly basis

 

*Medicsight Disposal —Project Fee*

 

The Client holds 86,000,000 shares inMedicsight PLC (“MDST”).

 

The Client will pay the Company a project feewhere the Company assists in the disposal of the Client’s investments in MDST.

 

The project fee is agreed as:

 

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| **MDST disposal share  price** | ** ** | **Maximum number of  shares in this price  range** | ** ** | **Project Fees as %age  of proceeds (after deal  related fees)** | ** ** |
|------------------------------------------|------------|-----------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|
| 10p to 15p                               |       | 26,000,000                                                                  |       | 5.0                                                                                                 | %          |
| 16p to 20p                               |       | 40,000,000                                                                  |       | 7.5                                                                                                 | %          |
| 21p and above                            |       | 40,000,000                                                                  |       | 10.0                                                                                                | %          |
| Total                                    |       | 86,000,000                                                                  |       |                                                                                                |       |

 

*Moneygate Disposal —Project Fee*

 

The Client holds approximately 9,608,000 sharesin Moneygate Group Limited (“MGL”).

 

The Client will pay the Company a project feewhere the Company assists in the disposal of the Client’s investments in MGL.

 

The project fee is agreed as 20% of gross proceedsto the Client (net of any deal related costs).

 

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