<PAGE>

                                                                    EXHIBIT 10.1

                        INDEPENDENT CONTRACTOR AGREEMENT
                                     BETWEEN
                              OXFORD VENTURES, INC.
                                       AND
                             LUGNUTS MARKETING, LLC


                     ARTICLE 1: PARTIES AND TERM OF CONTRACT

1.01.    This Agreement is entered into by and between Oxford Ventures, bar., a
         Corporation (hereinafter "Client") and J.R. Schmitz and Jobn W.
         Alguire, Principal Employees of Lugnuts Marketing LLC, and Lugnuts
         Marketing LLC. (hereinafter "Contractor"). This Agreement will become
         effective on 3/l/04, and will continue in effect until termination by
         either party.

1.02.    This Agreement being effective as of the date hereof and shall remain
         in full force and effect for 5 years subject to the terms contained
         herein. In the event Client terminates the Agreement prior to the
         expiration date without cause, Client shall provide sixty (60) days
         written notice of intention to terminate and Contractor sbn11 be
         entitled to 12 months commission pursuant to this agreement for cars
         placed or contracts signed with approval location but car not delivered
         yet as of the date of cancellation providing than the location takes
         delivery of the car. Contractor shall not be entitled to any
         commission. (or locations that are in default. This Agreement shall,
         however, terminate automatically in the event of death of both
         Principal Partners, for cause, bankruptcy, impropriety, fraud,
         embezzlement or inactivity of the Contractor. All rights and
         obligations, by either party, under this agreement will cease upon
         termination of this agreement.

                ARTICLE 2: SERVICES TO BE PERFORMED BY CONTRACTOR

2.01.           The services Contractor agrees to perform are to:

                  a.       Solicit and administer the placement of cars
                  b.       Solicit and promote the Xtreme Games Driving Leagues.
                  c.       Secure, when necessary, the cooperation of the coin
                           operator who will be responsible for assisting in the
                           maintenance of the Leagues Minimum requirements for
                           the maintenance of the League we identified herein as
                           EXHIBIT A.
                  d.       Contractor agrees to place a minimum of 20 cm per
                           month in Approved Locations on a 3 month rolling
                           average basis. Approval of location to be determined
                           by Client. Placement shall be by Territory and based
                           on the following criteria:

                           (a) Territory is defined as service area as agreed to
                           by Client and Contractor.
                           (b) Placement shall constitute 6 cars per Territory.
                           (c) Executed contract between Approved Location and
                           Client.

<PAGE>

     For the purpose of this Agreement, a car is considered placed when it is
     approved by the Client and a contract is executed between the Location and
     the Client. Approved Location is defined as set forth in EXHIBIT B.

2.02. Contractor will determine the method, details, and means of performing the
above-described services.

2.03. Contractor enters into this Agreement, and will remain throughout the team
of this Agreement, as an independent contractor. Contractor agrees that
Contractor is not and will not became an employee, partner, agent, or principal
of Client while this Agreement is in effect Contractor is not entitled to the
tights or benefits afforded to Client's employees, including disability or
unemployment insurance, worker's compensation, medical insurance, sick- leave,
or any other employment benefit. Contractor is responsible for providing, at
Contractor's own expense, disability, unemployment, worker's compensation, and
other insurance, training, permits, and licenses for Contractor and for
Cofactor's employees and subcontractors, if any.

2.04. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by Client to
Contractor for services under this Agreement. Contractor agrees to indemnify
Client for any claims, costs, losses, foes, penalties, interest, or damages
suffered by Client resulting from Contractor's failure to comply with this
provision.

2.05. Contractor may, at Contractor's expense, use any employees or
subcontractors as Contractor deems necessary to perform the services required of
Contractor by this Agreement Client shall not contra), direct, or supervise
Contractor's employees or subcontractors in the performance of those services.

2.06. Except for the obligations of Client to Contractor pursuant to this
Agreement, Contractor shall release Client from any and all liability to
Contractor and to Contractor's agents and employees, resulting from the acts,
conduct or omissions of Contractor or Contractor's agents and employees.
Contractor shall furthermore bold Client harmless from all claims, costs and
expense, including legal costs and foes incurred in defending same, resulting
from the sets, conduct, or omission of Contractor or Contractor's agents and
employees.
                             ARTICLE 3: COMPENSATION

3.01. As compensation for the services rendered by Contractor under this
agreement, Contractor shall receive $16,666.00 per month beginning 3/1/04 and
payable on the first and fifteenth of each month thereafter cr. In addition,
Contractor shall receive $100.00 per car, per month that car is placed in
Approved Location subject to league performance r manse guarantees as contained
herein. League Performance guarantees apply only when Client has a League
scheduled and shall constitute:

         a. League participant capacity of 60% for the first 6 week League.

         b. League participant capacity of 70% thereafter.

                                       2
<PAGE>

First month compensation for placement of car shall be determined on a pro-rata
basis and payable on the 15th of each month thereafter, Client agrees to
Contract directly with Approved Location. Client will provide 35% of League fees
to be allocated between the coin operator and the Approved Location at the
discretion of the Contractor. Client agrees to charge a minimum of $100-00 per
week, per car for free play revenue.

3.02. Contractor shall not be required to devote full time, attention, and
energy to the performance of Contractor's duties pursuant to this Agreement.
However, Contractor is responsible for maintaining a minimum of 70%
participation of each League, per location with the exception of the first 6
week League. Failure to maintain the minimum level of participation for 3 or
more consecutive 6 week Leagues, in 70% of active Approved Locations may
constitute Default of this Agreement. Client shall give Contractor notice of
Default and shall provide sixty (60) days from the date of notice to curt
Default Failure of Contractor to cure Default shall constitute grounds for
termination by Client

3.03. Contractor shall not, without the prior express authorization front
Client, after the fees or structure of the League, solicit any contract of
Client or engage in any activity that may be deemed to be in direct competition
with Client.

3.04 Sale of Company. In the event ownership of Oxford Ventures, Inc. is sold by
Client within the fast six (6) months following the execution of this Agreement,
and the Agreement of Contractor is not assumed by the new ownership, Contractor
shall be entitled to $16,666 per mouth for one year following the closing date
of the sale.

                          ARTICLE 4: BUSINIESS EXPENSES

4.01. It is recognized and agreed that in connection with the services to be
performed for Client, Contractor may be obligated to expend money for travel or
other business expenses, including telephone expenses. Contractor shall be
solely liable and responsible for payment of same, and shall indemnify and bold
Client harmless from claims made by any entity for payment for such expenses
incurred.

Client will reimburse Contractor for reasonable, approved travel or business
expenses incurred as a result of a request from Client.

                    ARTICLE 5: PROPERTY RIGHTS OF THE PARTIES

5.01. (a) All records of the accounts of customers of Client; of any nature,
whether existing al the time of this Agreement, procured through the efforts of
Contractor, or learned by Contractor from any other source, and whether prepared
by Contractor or otherwise, shall be the exclusive property of Client

(b) All books and records utilized by Contractor in performing Contractor's
duties under this Afire meat shall be immediately returned to Client by
Contractor on any termination of this Agreement, whether or not any dispute
exists between Client and Contractor at, regarding, and/or following the
termination of this Agreement.

                                       3
<PAGE>


5.02. Contractor agrees that the names and addresses of Client's customers
constitute bade secrets of Client and that the sale or unauthorized use or
disclosure of any of Client's trade secrets obtained by Contractor during the
team of this Agreement constitutes unfair competition. Contractor agrees and
promises not to engage in any unfair competition with Client. For a period of
twenty four (24) months immediately following the termination of this Agreement,
Contractor shall not directly or indirectly make known to any person, firm or
corporation the names or addresses of any of the customers of Client or any
other information pertaining to them, or call on, solicit, take away, or attempt
to call on, solicit or take away any of the customers of Client on whom
Contractor called on or with wham Contractor became acquainted with, or the
names and addresses of which Contractor learned, saw, or became familiar or
acquainted with, during the term of this Agreement; either on behalf of
contractor, or for my other parson, firm or corporation.

5.03. During the term of this Agreement, Contractor will have access to and
become acquainted with various trade secrets, consisting of formulas, patters,
devices, secret inventions, processes, and compilations of information, records,
and specifications, all of which ate owned by Client and regularly used is the
operation of Client's business.

All files, records, documents, drawings, specifications, equipment, and similar
items relating to the business of Client, whether they arc prepared by
Contractor or come into Contractor's possession in any other way and whether or
not they contain or constitute trade r owned by Client, ate and shall remain the
exclusive property of Client and shall not be removed from the premises of
Client under any circumstances whatsoever without the prior Written consent of
Client.

Contractor shall not misuse, misappropriate, or disclose any of the trade
secrets described herein, directly or indirectly, or use them in any way, either
during the term of this Agreement or at any time thereafter.

                          ARTICLE 6: GENERAL PROVISIONS

6.01. Entire Agreement: This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the hiring
of Contractor by Client, and contains all of the covenants and agreements
between the parties with respect to that hiring in any manner whatsoever. Each
party to this Agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement, or promise not contained i n this agreement shall be
valid or binding on either party, except that any other written agreement dated
concurrent with or after this Agreement shall be valid as between the signing
parties thereto.

6.02. Modifications: Any modification of this Agreement will be effective only
if it is in writing and signed by the parry to be charged.


                                       4
<PAGE>

6.03. Waiver: The failure of either party to insist on strict compliance with
any of the teams, covenants, or conditions of this Agreement by the other party
shall not be deemed a waiver of that term, covenant, or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.

6.04. Partial Invalidity: If any provision in this Agreement is held by a court
of competent jurisdiction of be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.

6.05. Governing Law: This Agreement shall be governed by the laws of the State
of Arizona.

6.06. Attorney's Fees: If my legal action is commenced or necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs, and necessary disbursements in addition to
any other relief to which that party may be entitled.

6.07. This Agreement may not be assigned or otherwise transferred by Contractor
without prior written consent of the Client. The Contractor shall not enter into
any subcontract or any other arrangement with any other person, partnership, or
corporation concerning any of the obligations assumed by the Contractor under
the provisions of this Agreement without written permission of Client.

This Agreement is executed in the City of Scottsdale, County of Maricopa, State
of Arizona on this 21ST day of JANUARY, 2004.

Oxford Ventures, Inc.                             Lugnuts Marketing, LLC


 /S/ DANIEL K. LEONARD                             /S/ SHARON SCHMITZ
---------------------------                       --------------------------
Daniel K. Leonard, CEO                             Sharon Schmitz, Partner


                                                   /S/ JUDITH ALGUIRE
                                                  --------------------------
                                                  Judith Alguire, Partner


                                       5
<PAGE>


                                    EXHIBIT B
                                APPROVED LOCATION

It is further agreed between the Client and Contractor that the following
factors will be assessed when qualifying an Approved Location:

1. Financial solvency of Location

2. Review of Liquor License

3. Location fit to accomandate car

5. Paid Installation Fee

6. Signed Agreement

7. ACH Form submitted to Company

This Exhibit forms a part of the Independent Contractors Agreement entered into
by and between Xtreme Games, Inc. and Lugnuts Marketing LLC.

Initials    SS     Lugnuts Marketing LLC.
         ---------
            DL     Xtreme Games, Inc.
         ---------


                                       6