Exhibit
10.1


 


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 its
subsidiary companies and or any associated companies known hereinafter as “the
Client”) of the one part, and


 


2.              D4D Limited  whose
Registered Office is situated at 89 Leigh Road, Eastleigh,
Hampshire, SO50 9DQ (known hereinafter as “the Company”) of the
other 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 may
be of use to the Client from time to time.


 


The Client and the Company agree that if and
when the Company undertakes services to the Client it will do so in accordance
with 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 date
stated in Schedule A attached and thereafter will terminate in accordance with
the dates stated in Schedule A attached.


 


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


 


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


 


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


 


5.              The Company will use its own initiative in how the
Services are to be completed, but will
nonetheless assist the Client by making all reasonable attempts to work within
an overall agreed deadline, will observe Health and Safety regulations and will
comply with all reasonable operational requirements relating to working hours
and security.


 

















 


6.              The Company its directors, employees or consultants
are not obliged to seek permission from the Client to leave a location at any
time .


 


7.              The Company may use a suitably qualified and
experienced substitute or delegate to perform the Services.  The agreement of the Client is not required
in any circumstances, nor does notice of using a substitute or delegate need to
be 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 the
substitute or delegate.  The Company is
solely responsible for arranging payments to the substitute or delegate and the
substitute or delegate is answerable only to the Company.


 


9.              The whole or part of this Contract for Services may be
assigned or subcontracted to any third party providing that the subcontractor
is suitably experienced and qualified’ and the company will notify the client
if any part of the contract works is subcontracted or assigned. If such
assignment / subcontracting occurs, the third party will be bound by terms
identical 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 own
discretion and may also utilise the services of employees or self employed
persons in an administration capacity. 
Such persons will be answerable solely to the Company and the Client
shall have no contractual, financial or legal relationship with the hired
assistance.  Payments to the above
persons will be the sole responsibility of the Company.


 


11.       The Contract Price for the Services will be negotiated
and agreed as between the Client and the Company from time to time and this
will 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 A
solely against the presentation of an invoice.


 


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


 


Financial Risk


 


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


 


© Accountax Consulting
2009


 

















 


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


 


16.       The Company warrants that it is qualified to perform
the Services.


 


17.       The Company, its directors, employees or consultants
will not be entitled to receive holiday pay or sick pay in any circumstances
from the Client.


 


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


 


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


 


20.       The Client is not obliged to offer contracts to the
Company nor is the Company obliged to accept such contracts if offered.  The Company is not obliged to make its
services available.  Specifically both
parties declare that they do not wish to create or imply any mutuality of
obligations whatsoever, either during the course of this Contract for Services
or during any period when contracts are not available.


 


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


 


22.       The Client reserves the right to offset any losses
sustained as a result of the Company’s actions, breach or unsatisfactory
performance, from the Company’s fees. 
The Company will not be liable for any delay to the contract works
caused by a delay in the Client providing information or access to equipment.


 


23.       The Company is not entitled to receive any company
benefits from the Client or partake in any pension run by the Client. Pension
provision may be made by the Company at its own discretion for its directors or
employees.


 


Freedom of the Company to
Undertake other Works


 


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


 


25.       The Client acknowledges and agrees that it does not
have first call on the services of the Company and cannot require the Company
to 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 confidence
all details of trade secrets and confidential information which may come into
its possession during the completion of the contract.


 

















 


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


 


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


 


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


 


Taxation and National
Insurance


 


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


 


Business Organisation


 


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


 


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


 


Intention of the Parties


 


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


 


Legal Advice and Other
Matters


 


34.       Both parties hereby acknowledge that they have had an
opportunity to take independent legal advice before signing this Contract for
Services.


 


35.       Both parties acknowledge that their contractual
relationship is governed by this Contract for Services as a legally binding
agreement.


 


36.       Both parties acknowledge that this Contract for
Services is the whole agreement governing the contractual relationship between
them, except where this Contract for Services allows for specific verbal
negotiations. Any other variation to the contract must be made in writing and
signed by both parties.


 

















 


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


 


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


 


39.       In the event that either party breaches any clause or
clauses 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 other
or a waiver of any of  rights hereunder
such that this Contract for Services would not be enforceable as a whole.


 


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


 


 


	
  The Client:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
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  The Company:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
  Dated:

  	
   

  



 

















 


Schedule A


 


CONTRACT
FOR SERVICES


 


SCHEDULE
A


 


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 - Contract
Price


 


Nature of Services to be
provided 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, invoiced
quarterly in arrears


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


 


Medicsight Disposal —
Project Fee


 


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


 


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


 


The project fee is agreed as:


 

















 


	
  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 shares
in Moneygate Group Limited (“MGL”).


 


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


 


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