Zones, Inc.



	 




Exhbiit 10.1 



BLACK DIAMOND GROUP 

A LIMITED LIABILITY
COMPANY 





October 30, 2003 



PERSONAL AND CONFIDENTIAL 

VIA EMAIL 



     Mr.
          Ron McFadden 
Chief Financial Officer 
Zones, Inc. 
1102 15th
Street, SW
Suite 102
Auburn, WA 98001 



Consulting Services
Letter Agreement 



Dear Ron: 



This letter serves to confirm the
agreement between Zones, Inc. (“Zones”) and William Keiper dba Black Diamond
Group LLC (“Keiper”) as of November 1, 2003 (the “Effective Date”), as
follows: 



    1.       
Scope of Engagement 











     	 	a. 	
          Keiper is engaged to provide consulting services to Zones. The services provided
          by Keiper may, as appropriate, include development of strategy, identifying and
          evaluating potential acquisition prospects, and such other advisory services as
          Keiper and Zones may agree upon from time to time. 


          



     	 	b. 	
          Keiper will consult by telephone, and meet in person, with senior management of
          Zones, and other parties designated by Zones, as and when reasonably necessary
          to assist Zones in making decisions wherein Keiper’s advice and counsel is
          deemed appropriate or desirable by Zones. 


          




         2.       
          Term of Engagement: 



	 	
The
term of this letter agreement shall extend from the Effective Date and continue for a
period of twelve (12) months thereafter. Either party may terminate Keiper’s
engagement at any time, for any reason or no reason, upon thirty (30) days written notice
to the other party. 






         3.       
          Compensation: 



     	 	a. 	
          As compensation for Keiper’s consulting and other services hereunder, Zones
          agrees to pay Keiper a monthly retainer in advance of $5,000
          (“Retainer”), payable in cash upon execution of this letter agreement,
          and thereafter on the first day of each month during the Term, unless earlier
          terminated 


          



     	 	b. 	
          In addition to the Retainer, Zones will reimburse Keiper for all reasonable
          out-of-pocket costs and expense, including, without limitation, out of area
          travel incurred by Keiper in connection with the rendering of service hereunder.
          No travel shall be undertaken without Zones’ prior authorization. Costs and
          expense shall be billed as incurred by Keiper. 


          



	



P.O BOX 12430 LAKE
TAHOE, NEVADA 89448 
                    775-722-4499 (OFFICE) 775-201-4000 (FAX)

                             WWW.GOBLACKDIAMOND.COM 




















	




BLACK DIAMOND GROUP 

A LIMITED LIABILITY
COMPANY 




         4.       
          Information/Confidentiality: 










     	 	a. 	
          Zones will cooperate with, and make available to Keiper all information which
          Keiper reasonably requests in connection with the performance of his services,
          including all information concerning the business, assets, operations or
          financial condition of Zones. Keiper may rely upon the accuracy and completeness
          of such information without independent verification and is authorized to make
          appropriate use of such information. In addition, Zones shall be responsible for
          the completeness, accuracy, and format of all information prepared by Zones. 


          



     	 	b. 	
          Except as contemplated by the terms hereof or as required by applicable law,
          Keiper shall keep confidential all nonpublic information provided to it by
          Zones, and shall not disclose such information to any third party without the
          prior consent of Zones, other than to such of its employees and advisors as have
          need to know in the ordinary course of rendering services in accordance with
          this letter agreement. 


          



	


         5.       
          Independent Contractor: 











	 	
Keiper
is and will hereafter act as an independent contractor and not as an employee of Zones and
nothing in this letter agreement shall be interpreted or construed to create any
employment, partnership, joint venture or other relationship between Keiper and Zones. 







	

         6.       
          Governing Law: 











	 	
This
letter agreement may not be amended or modified except in writing and shall by governed by
the laws of the State of Washington. 






	


         7.       
          Entire Agreement: 










	 	
This
letter agreement is intended by the parties to be the final expression of their agreement
and constitutes and embodies the entire agreement between the parties (including
stockholders, partners, subsidiaries and affiliates) and constitutes a complete and
exclusive statement of terms and condition, and shall supersede any other agreements,
correspondence, conversations and understanding between the parties (including their
stockholders, partners, subsidiaries and affiliates) relating to the subject matter of
this letter agreement. 







	


         8.       
          Counterparts, Electronic Transmission: 











	 	
This
letter agreement may be signed in counterparts, each of which shall be deemed an original,
and signatures to this letter agreement transmitted by electronic means including
facsimile shall be deemed original, manual signatures. 







	


     *   *   * 










	 	
Please
confirm that the foregoing is in accordance with your understanding by signing and
returning the duplicate of this letter (or, if received by facsimile, by signing the
facsimile and transmitting a copy to me by facsimile), which will then constitute a
binding agreement. 






	



P.O BOX 12430 LAKE
TAHOE, NEVADA 89448 
                    775-722-4499 (OFFICE) 775-201-4000 (FAX)

                             WWW.GOBLACKDIAMOND.COM 























	 	
Sincerely, 






	 	
/S/
WILLIAM KEIPER 






	 	
William
Keiper dba
Black Diamond Group LLC 






	 	
*   *   * 






	 	
The
undersigned agrees to and accepts the above letter agreement and acknowledges receipt of a
copy of this letter agreement. 






	 	
Zones,
Inc. 






	 	
/S/
RON MCFADDEN 





	 	
Ron
McFadden
Chief Financial Officer 






	


P.O BOX 12430 LAKE
TAHOE, NEVADA 89448 
                    775-722-4499 (OFFICE) 775-201-4000 (FAX)

                             WWW.GOBLACKDIAMOND.COM