EXHIBIT 10.1


CONSULTING AGREEMENT


This Consulting Agreement (“Agreement”)
is entered into effective as of April 1, 2007, by Michael D. Brown (“Consultant”)
and Cotton Commercial USA LP (“Company”). 
The Consultant and the Company are referred to as the “Parties.”


In consideration of the
mutual covenants and conditions contained in this Consulting Agreement, and for
other good and valuable consideration, the Parties agree as follows:


1.             Services:  Consultant will provide, on a non exclusive
basis, the Company with the following services: strategic planning, government
relations, lobbying, marketing, investor-relations and consulting on management
issues (“Services”).   In connection with
providing the Services, Consultant will accomplish the following during the
Term (as defined below):  (a) Devise a
plan for strategically placing Company before appropriate decision-makers in
government to facilitate government contracts and acquisitions, including at
the state, federal and international levels, (b) design and implement a
legislative campaign to engage the support of appropriate senators, members of
congress and administration officials, state government officials and local
government officials, (c) assist the company in marketing its products and
services, (d) engage in appropriate speaking engagements on behalf of the
Company; (e) assist the Company in the design and delivery of educational
programs for its customers. Consultant represents and warrants that his actions
and performance hereunder are and will be in full compliance with all
applicable federal, state, and local laws, rules and regulations; that he has,
and will maintain throughout the Term of this Agreement, all licenses,
franchises, permits, authorizations and approvals materially necessary for the
lawful conduct of its business and [that there is no action, suit, claim,
investigation or proceeding pending or, to the best of its knowledge,
threatened against it that, if adversely decided, might adversely affect his
ability to enter into this Agreement or performance of his obligations
hereunder.


2.             Term of Agreement:  This Agreement will begin on the effective
date of this Consulting Agreement and continue for 12 months, unless terminated
earlier pursuant to the terms of this Consulting Agreement (“Term”).


3.             Independent Contractor:  Consultant agrees he is an independent
contractor and not an employee therefore, not eligible for company benefits.


4.             Compensation:  The Company will pay Consultant each of the
following for his Services:


(a)           A
monthly retainer fee of $10,000, payable on the first day of each month.


(b)                                 Upon
submission of invoices, receipts or vouchers, the Company will pay or reimburse
the Consultant for reasonable expenses incurred by the Consultant in the
performance of the Services that are agreed to by the Company.  Reasonable expenses include travel, lodging,
meal expenses, and transportation.  The
Company will make payment for these expenses within 30 days after Consultant
submits an expense reimbursement request to Company.



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(c)                                  Consultant
shall receive a commission equal to 1.5% of job specific revenues following
these terms:


1.                                       The
job specific revenues were the result of your direct sale of the project; and


2.                                       If
a Preferred Client Program (PCP) Contract is signed or initiated on behalf of
the Consultant Client and job specific revenues are generated and collected
during the term of this Agreement.


(d)                                 Consultant
is not eligible for commission under the following circumstances:


1.                                       If the Company has previously dispatched
sales or marketing representatives to a loss and the consultant is engaged to
provide assistance to sign the loss.


2.                                       If
job specific revenues are generated as a result of a speaking engagement by the
consultant for the benefit of the Company.


3.                                       If
any job specific revenues are generated by any of the Consultants clients or
PCP contracts that we secured or executed during the term of this Agreement,
provide additional job specific revenues during a period that extends beyond
the Term of this Agreement.


4.                                       When
less than the total invoice for job specific revenues are paid whether by
reason of the Consultant Client’s bankruptcy, insolvency, or any other reason
whatsoever, Company will pay Consultant the commission based on the amounts
actually paid to Company by Consultant Client(s).  In the event Company, in its reasonable
discretion, deems an account uncollectible, in whole or in part, whether by
reason of the Consultant’s Client’s bankruptcy, insolvency, or any other reason
whatsoever, Company is not required to pursue collection of such funds and no
commission will be paid on such uncollected funds.


All commissions will be paid quarterly on the 15th following the end of each quarter of the
fiscal year.


5.             Confidential & Proprietary Information:  The Company proposes to disclose certain of
its confidential and proprietary information (the “Confidential Information”)
to Consultant.  Confidential Information
includes all data, materials, products, technology, computer programs,
specifications, manuals, business plans, software, marketing plans, business
plans, financial information, and other information disclosed or submitted,
orally, in writing, or by any other media, to Consultant by the Company.  Consultant agrees that the Confidential
Information is to be considered confidential and proprietary to the Company and
Consultant will hold the same in confidence, will not use the Confidential
Information other than for the purposes of his business with the Company, and
will disclose it only to employees with a specific need to know.  Consultant will not disclose, publish or
otherwise reveal any of the Confidential Information received from the Company
to any other party whatsoever except with the 



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specific prior written authorization of the Company.
Such confidentiality exists indefinitely beyond the term of this Agreement.


6.             Termination:  This Consulting Agreement may be
terminated by either party upon 90 days written notice given to the other at
the addresses in this Agreement or in person.


7.             Entire Agreement:  This Consulting Agreement supersedes all
previous oral and written agreements and constitutes the entire Consulting
Agreement related to consulting between Consultant and Company and may only be
amended by mutual written consent of both Parties.


8.             Notice: 
All notices or other communications to be given pursuant to this
Consulting Agreement must be in writing and will be deemed to have been duly
given when received if personally delivered; the day after it is sent, if sent
for next day delivery to a domestic address by recognized overnight delivery
service; upon receipt, if sent by certified or registered mail, return receipt
requested; and upon confirmed transmission if sent by facsimile.  Notice will be provided to the addresses for
each party as follows:  Michael D. Brown,
P. O. Box 4544, Boulder, Colorado 
80306-4544, facsimile number (202) 330-5475; Cotton Companies 5443 Katy
Hockley Cut-Off, Katy, Texas 77493. By written notice to the other, either
party may change the address to which such notices or communications are to be
sent.


9.             Severability:  If any of the terms and conditions of this
Consulting Agreement are held by any court of competent jurisdiction to
contravene or to be invalid under the laws of any political body having
jurisdiction over the subject matter, such contravention or invalidity will not
invalidate the entire Consulting Agreement, but instead, the Consulting
Agreement will be construed as if not containing the particular provision or
provisions held to be invalid.  The
rights and obligations of the Parties will be construed and enforced
accordingly and this Consulting Agreement will remain in full force and
effect.  Without compromising any legal
or contractual right, the Parties agree to cooperate in any revision of the
Consulting Agreement that may be necessary to meet the requirements of law.


10.           Assignment:  This Consulting Agreement will not be
assigned by either party without the written consent of the other party.


11.           Amendment and Waiver.  This Consulting Agreement may not be amended,
modified or altered except by a written instrument executed by all the
Parties.  No waiver of any of the
provisions of this Agreement will be deemed, or will constitute, a waiver of
any other provision, whether or not similar, nor will any waiver constitute a
continuing waiver.  No waiver will be
binding unless executed in writing by the party making the waiver.


12.           Governing Law:  This Agreement is to be governed by and
construed in accordance with the laws of the State of Texas.  Venue will be in Harris County, Texas.


13.           Attorneys’ Fees.  The fees and costs, including reasonable
attorneys’ fees, incurred by any party to this Agreement as a result of any
dispute arising under or related to this Agreement will be awarded to the
prevailing party.


14.           Representation by Counsel; Interpretation.  Each party to this Agreement has had the
opportunity to be represented by counsel. 
Accordingly, any rule of law or decision which would require
interpretation of any claimed ambiguities in this Agreement against the party
that drafted it has no 



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application and is expressly waived.  The provisions of this Agreement will be
interpreted in a reasonable manner to affect the intent of the Parties.


15.           Counterparts.  This Consulting Agreement and any amendment
to it may be executed in one or more counterparts which together will
constitute a single agreement.  Fax
signatures are valid and binding.


16.           Headings.  Section and other headings contained in this
Agreement are for convenience of reference only and will not affect in any way
the meaning or interpretation of this Agreement.


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Cotton Commercial USA LP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael D. Brown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Troy Crochet

  
	
  Michael D. Brown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Troy Crochet

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
  President

  
	
  Date:

  	
   

  	
  4/2/07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  4/4/07

  



 


 

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