Unassociated Document


    Exhibit
      10.1

    CONSULTING
      SERVICES AGREEMENT

    


    This
      Consulting Services Agreement (“Agreement”),
      dated
      September 6, 2007, is made by and between Ken Cox of Ladco
      Electric, Inc.
      (“Consultant”),
      and
ECO2
      Plastics, Inc.,
      a
      Delaware corporation (“Company”).
      Collectively referred to herein as the “Parties.”

    


    WHEREAS,
      Consultant has extensive background in the area of electrical
      programming;

    


    WHEREAS,
      Consultant desires to be engaged by Company to provide consulting services
      to
      Company subject to the conditions set forth herein;

    


    WHEREAS,
      Company is a publicly held corporation with its common stock shares trading
      on
      the Over the Counter Bulletin Board under the ticker symbol ECOO and desires
      to
      further develop its business process; and

    


    WHEREAS,
      Company desires to engage Consultant to provide the Services, as defined below,
      in his area of knowledge and expertise on the terms and subject to the
      conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration for those services, Consultant provides to Company,
      the Parties agree as follows:

    


    
      	1.	
              Services
                of Consultant

            


    

    


    Consultant
      agrees to perform for Company the Services defined below during
      the term of this Agreement, upon such terms and to the extent the Parties agree
      from time to time. The nature of the Services to be provided shall include,
      but
      are
      not limited to: (i) electrical operations and controls (ii) electrical
      programming, and (iii) any other services as mutually agreed upon by the Parties
      (collectively referred to herein as the “Services”).
      

    


    
      	2.	
              Consideration

            


    

    


    (a) Consideration
      for Services

    


    Company
      agrees to pay Consultant, as Consultant’s fee and as consideration for the
      Services, two hundred thousand (200,000) shares of common stock, par value
      $0.001 per share, with an exercise price $0.125 per share (the “Shares”),
      to be
      filed on Form S-8 under the Securities Act of 1933 with the Securities and
      Exchange Commission. The Shares, when issued, sold and delivered shall be duly
      and validly issued, fully paid and nonassessable shares of the
      Company.

    


    (b)  Expenses

    


    The
      Parties agree that the Company will be responsible for paying any reasonable
      out
      of pocket expenses incurred by the Consultant in the performance of the
      Services. 

    


    
      
        
        

      

      
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    (c) Payment 

    


    All
      compensation payable to Consultant hereunder shall be subject to the Company’s
      rules and regulations, and shall also be subject to all applicable State and
      federal employment law(s); it being understood that Consultant shall be
      responsible for the payment of all taxes resulting from a determination that
      any
      portion of the compensation and/or benefits paid/received hereunder is a taxable
      event to Consultant; it being further understood that Consultant shall hold
      the
      Company harmless from any governmental claim(s) for Consultant’s personal tax
      liabilities, including interest or penalties, arising from any failure by
      Consultant to pay his individual taxes when due.

    


    
      	3.	
              Confidentiality

            


    

    


    Each
      party agrees that during the course of this Agreement, information that is
      confidential or of a proprietary nature may be disclosed to the other party,
      including, but not limited to, product and business plans, software, technical
      processes and formulas, source codes, product designs, sales, costs and other
      unpublished financial information, advertising revenues, usage rates,
      advertising relationships, projections, and marketing data (“Confidential
      Information”).
      Confidential Information shall not include information that the receiving party
      can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes
      part of the public domain through a source other than the receiving party,
      (b)
      was known to the receiving party as of the time of its disclosure, (c) is
      independently developed by the receiving party, or (d) is subsequently learned
      from a third party not under a confidentiality obligation to the providing
      party. Confidential Information need not be marked as confidential at the time
      of disclosure to receive “Confidential Information” protection as required
      herein, rather all information disclosed that, given the nature of the
      information or the circumstances surrounding its disclosure reasonably should
      be
      considered as confidential, shall receive “Confidential Information” protection.


    


    
      	4.	
              Non-Competition,
                Non-Solicitation.
                

            


    

    


    Consultant
      agrees
      that he shall not, during the term of this Agreement and for one
      (1) year
      subsequent thereto, without both the disclosure to and the written approval
      of
      the Board of Directors of the Company, directly or indirectly, engage or be
      interested in (whether as a principal, lender, employee, officer, director,
      partner, venturer, consultant or otherwise) any business(es) that is
competitive
      with the business
      being
      conducted by the Company through the termination date, without the express
      written approval of the Board of Directors.

    


    Consultant
      agrees
      that he will not, without the prior written consent of the Company’s Board of
      Directors, for a period of one
      (1)
      year
      after the termination date, directly or indirectly disturb, entice, or in any
      other manner persuade, any employee(s) or consultant(s) of the Company to
      discontinue that person’s or firm’s relationship with the Company if the
      employee(s) and/or consultant(s) were employed by the Company at any time during
      the one (1) year period after the termination date.

    


    
      
        
        

      

      
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      	5.	
              Indemnification

            


    

    


    (a) Company

    


    Company
      agrees to indemnify, defend, and shall hold harmless Consultant and/or its
      agents, and to defend any action brought against said Parties with respect
      to
      any claim, demand, cause of action, debt or liability, including reasonable
      attorneys' fees to the extent that such action is based upon a claim that:
      (i)
      is true, (ii) would constitute a breach of any of Company's representations,
      warranties, or agreements hereunder, or (iii) arises out of the negligence
      or
      willful misconduct of Company.

    


    (b) Consultant

    


    Consultant
      agrees to indemnify, defend, and shall hold harmless Company, its directors,
      employees and agents, and defend any action brought against same with respect
      to
      any claim, demand, cause of action, debt or liability, including reasonable
      attorneys' fees, to the extent that such an action arises out of the gross
      negligence or willful misconduct of Consultant.

    


    (c) Notice

    


    In
      claiming any indemnification hereunder, the indemnified party shall promptly
      provide the indemnifying party with written notice of any claim, which the
      indemnified party believes falls within the scope of the foregoing paragraphs.
      The indemnified party may, at its expense, assist in the defense if it so
      chooses, provided that the indemnifying party shall control such defense, and
      all negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnified party shall not be final without the
      indemnified party's written consent, which shall not be unreasonably
      withheld.

    


    
      	6.	
              Termination
                and Renewal

            


    

    


    (a) Term

    


    This
      Agreement shall become effective on the date first written above and terminate
      on upon completion of the Services or until mutually agreed upon by the Parties
      (the “Term”).
      

    


    (b) Termination

    


    Either
      party may terminate this Agreement on thirty (30) calendar days written notice,
      or if prior to such action, the other party materially breaches any of its
      representations, warranties or obligations under this Agreement. Except as
      may
      be otherwise provided in this Agreement, such breach by either party will result
      in the other party being responsible to reimburse the non-defaulting party
      for
      all costs incurred directly as a result of the breach of this Agreement, and
      shall be subject to such damages as may be allowed by law including all
      attorneys' fees and costs of enforcing this Agreement.

    


    
      
        
        

      

      
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    (c) Termination
      Due to Death or Disability

    


    This
      Agreement (except as otherwise provided hereunder) shall terminate immediately
      upon the death of Consultant or after fourteen (14) days of Consultant’s
      inability to perform the essential functions of his duties, with or without
      reasonable accommodation (defined under
      applicable law),
      due to
      a mental or physical illness or incapacity. Cash payments and medical insurance,
      following Consultant’s death or disability, will continue to inure to the
      benefit of his spouse or estate.

    


    (d) Termination
      and Payment

    


    Upon
      any
      termination or expiration of this Agreement, Company shall pay all unpaid and
      outstanding fees through the effective date of termination or expiration of
      this
      Agreement. And upon such termination, Consultant shall provide and deliver
      to
      Company any and all outstanding services due through the effective date of
      this
      Agreement.

    


    
      	7.	
              Remedies

            


    

    


    Should
      Consultant at anytime materially breach any of terms outlined in this Agreement,
      Company shall have the right to seek remedies, including but not limited to:
      i)
      a temporary restraining order and permanent injunction; ii) liquidated damages;
      (iii) cancellation of the interests underlying the stock
      certificates.

    


    
      	8.	
              Miscellaneous

            


    

    


    (a) Independent
      Contractor

    


    Consultant
      shall render all services hereunder as an independent contractor and shall
      not
      hold itself out as an agent of Company. Nothing herein shall be construed to
      create or confer upon Consultant the right to make contracts or commitments
      for
      or on behalf of Company.

    


    (b) Negative
      Covenants

     

    Consultant
      hereby covenants that at no time will they provide any service that directly
      or
      indirectly promotes or maintains a market for the Company’s securities nor act
      as a conduit for distributing securities to the general public. Moreover,
      Consultant will not provide certain services including but not limited to:
      acting as a broker, dealer or person who finds investors, arranging financing,
      providing investor relations or shareholder communications services, arrange
      or
      effect mergers or circulate research to broaden or sustain a market
      price.

    


    (c) Rights
      Cumulative; Waivers

    


    The
      rights of each of the Parties under this Agreement are cumulative. The rights
      of
      each of the Parties hereunder shall not be capable of being waived or varied
      other than by an express waiver or variation in writing. Any failure to exercise
      or any delay in exercising any of such rights shall not operate as a waiver
      or
      variation of that or any other such right. Any defective or partial exercise
      of
      any of such rights shall not preclude any other or further exercise of that
      or
      any other such right. No act or course of conduct or negotiation on the part
      of
      any party shall in any way preclude such party from exercising any such right
      or
      constitute a suspension or any variation of any such right.

    


    
      
        
        

      

      
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    (d) Benefit;
      Successors Bound

    


    This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned Parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

    


    (e) Entire
      Agreement

    


    This
      Agreement contains the entire agreement between the Parties with respect to
      the
      subject matter hereof. There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representa-tions, oral
      or
      written, express or implied, between them with respect to this Agreement or
      the
      matters described in this Agreement, except as set forth in this Agreement.
      Any
      such negotiations, promises, or understandings shall not be used to interpret
      or
      constitute this Agreement.

    


    (f) Assignment

    


    Neither
      this Agreement nor any other benefit to accrue hereunder shall be assigned
      or
      transferred by either party, either in whole or in part, without the written
      consent of the other party and any purported assignment in violation hereof
      shall be void.

    


    (g) Amendment

    


    This
      Agreement may be amended only by an instrument in writing executed by all the
      Parties hereto.

    


    (h) Severability

    


    Each
      part
      of this Agreement is intended to be severable. In the event that any provision
      of this Agreement is found by any court or other authority of competent
      jurisdiction to be illegal or unenforceable, such provision shall be severed
      or
      modified to the extent necessary to render it enforceable and as so severed
      or
      modified, this Agreement shall continue in full force and effect.

    


    (i) Section
      Headings

    


    The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

     

    
      
        
        

      

      
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    (j) Construction

    


    Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

    


    (k) Further
      Assurances

    


    In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the Parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

    


    (l) Notices

    


    Any
      notice which is required or desired under this Agreement shall be given in
      writing and may be sent by personal delivery or by mail (either (i) United
      States mail, postage prepaid, or (ii) Federal Express or similar generally
      recognized overnight carrier), addressed as follows (subject to the right to
      designate a different address by notice similarly given):

    


    If
      to
      Company: 

    


    ECO2
      Plastics, Inc.

    680
      Second Street, Suite 200

    San
      Francisco, CA 94107 

    Attn:
      Rodney S. Rougelot

    


    With
      a
      copy (which shall not constitute notice) to:   

    


    The
      Otto
      Law Group, PLLC

    601
      Union
      Street, Suite 4500

    Seattle,
      WA 98101

    Attn:
      David M. Otto

     

    If
      to
      Consultant:

     

    Ladco
      Electric, Inc.

    ___________________________

    ___________________________

    ___________________________

    ___________________________

    


    (m) Governing
      Law

    


    This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of California without reference to its conflicts of laws rules or
      principles. Each of the Parties consents to the exclusive jurisdiction of the
      federal courts of the State of California in connection with any dispute arising
      under this Agreement and hereby waives, to the maximum extent permitted by
      law,
      any objection, including any objection based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions.

    


    
      
        
        

      

      
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    (n) Consents

    


    The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of such party.

    


    (o) Independent
      Counsel

    


    All
      Parties have retained independent legal counsel to advise them with respect
      to
      this Agreement and are not relying on the Company or its counsel for legal
      or
      tax advice.

    


    (p) Survival
      of Provisions

    


    The
      provisions contained in paragraphs 3, 4, 7 and 8(b) of this Agreement shall
      survive the termination of this Agreement.

    


    (q) Execution
      in Counterparts

    


    This
      Agreement may be executed via facsimile and in any number of counterparts,
      each
      of which shall be deemed an original and all of which together shall constitute
      one and the same agreement.

     

    [Signature
      page to follow]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
      have
      agreed to and accepted the terms herein on the date written above.

    


    
      	 	 	 
	 	 	ECO2
              PLASTICS, INC.
	 	 	 
	 	
              

              By:
                Rodney S. Rougelot

              Its:
                Director & CEO

            


    

     

    
      	 	 	 
	 	 	
              KEN
                COX

              LADCO
                ELECTRIC, INC.

            
	 	 	 
	 	
              

              By:
                Ken Cox

            




    
      
        
        

      

      
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