RE: Consulting Services Agreement by Ceelox Inc.

Exhibit 10.1

Ceelox, Inc.(or its successor)

13976 Lynmar Blvd.

Tampa, Fl 33626

Private and Confidential

Mr. Gerry Euston

3906 W. 143rd Street

Leawood, KS 66224

RE: Consulting Services Agreement

Dear Mr. Euston:

This letter agreement ("Agreement") is intended to be an addendum to the current "Employment  Agreement" between the parties dated April 15, 2008 and will confirm and set forth the terms of the engagement that will take effect upon either (i) the sale of  at least 75% of the stock of  Ceelox, Inc. (or its successor) ("Company") and Nicaragua Rising, Inc. to another company or (ii) the consummation by the Company of an S-1 secondary or other senior financing offering (each a "Trigger Event")..  Until terminated, the Employment Agreement shall be controlling.

1.        Retention.  Upon the occurrence of a Trigger Event, the Employment Agreement shall be terminated and Company (or its successor) agrees to retain Gerry Euston ("Consultant") in accordance with the terms of this Agreement for the purpose of providing such consulting services as may be reasonably requested by Company based upon Consultant's experience and knowledge gained as an employee of Company prior to the date of the Agreement (hereinafter "Consulting Services").   Consultant will make himself available to Company on an as needed basis subject to reasonable notification by the Company. Company and Consultant agree that the Consulting Services will not exceed on average, forty hours per month.  Additional hours may be provided to Company by Consultant under such terms as may be mutually agreed.  If, however, a Trigger Event occurs after the expiration or earlier termination of the Employment Agreement, the Company (or its successor) shall have no obligation to retain Consultant for Consulting Services defined above and no obligation to pay any Consulting Fees specified in Section 3. (a).

2.        Confidential Information.

(a)           General.  Consultant recognizes that the Company has developed or acquired, and that Company will continue to develop and acquire intellectual property including, but not limited to, certain know-how, trade secrets, techniques, procedures, sales methods, other business methods and practices, and lists of customers and their particular requirements, which are confidential in nature ("Confidential Information"), and all of which is and will continue to be of great and unique value to the Company, all of which is now, and will continue to be, used in its business, and that, by reason of his previous employment and services pursuant to this Agreement, Consultant has acquired and will acquire certain Confidential Information regarding the business and affairs of  Company.

(b)           Non-Disclosure.  Consultant agrees that all Confidential Information heretofore or hereafter acquired by him as a result of previous services, this Agreement or otherwise, will be kept and maintained by him as confidential, in complete secrecy, and Consultant further agrees that he will not disclose, at any time, either during this Agreement or for a period of three years subsequent to this Agreement, whether orally or in writing, in any manner, directly or indirectly, to any person or firm (except to other employees of the Company), any knowledge or information that he acquired in connection with any services for or in connection with the Company, including this

Agreement, nor will he use any such information for his own benefit or that of any other person or entity (other than the Company), except, in any such case, with the express written consent of the Company.

3.        Compensation.   The Company agrees to pay Consultant, the following compensation:

(a)

As consideration for Consultant's services pursuant to this Agreement, Consultant shall be entitled to receive a monthly fee, the Consulting Fee, of $7,500, which shall be due and payable on the first day of each month during the term of this Agreement as specified in section 7.

 

(b)

Coincident with the timing of a Trigger Event and as compensation for Consultants contribution to the successful completion of a Trigger Event, Company will grant Consultant a number of shares of Nicaragua Inc. registered stock with a total value of $116,000.  The value of the stock, in the event of an S-1 funding event, will be based upon the per share price of stock sold in the S-1 funding. The value of the stock to be issued to Consultant in the event of an acquisition of Company and Nicaragua Rising, Inc. will be based upon the value