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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 8-K12g3
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                       Date of Report: September 21, 2010


                          INFINITY CAPITAL GROUP, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


          MARYLAND                    000-30999                  16-1675285
----------------------------   ------------------------      -------------------
(State or other jurisdiction   (Commission File Number)         (IRS Employer
     of incorporation)                                       Identification No.)

                 80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
          ------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (212) 962-4400


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>
                        SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------------------------

On September 10, 2010,  Infinity  Capital Group,  Inc., a Maryland  Corporation,
("Infinity")   entered  into  a  Plan  and  Agreement  of  Reorganization   (the
"Agreement")  with  30DC,  Inc.,  a  Delaware  corporation,   ("30DC")  and  the
Shareholders of 30DC, Inc. ("30DC Shareholders").

In  exchange  for 100% of the issued and  outstanding  shares of 30DC,  Infinity
issued  60,984,000  shares of its restricted  common stock.  The shareholders of
30DC  received  13.2 shares of common  stock of Infinity  for every one share of
30DC.

Upon closing  Messrs.  Edward Dale and Clinton Carey were appointed to the Board
of Directors. Mr. Dale is the President,  Chief Executive Officer and a director
of 30DC. In addition,  he is the manager of the former  majority  shareholder of
30DC,  Marillion  Partnership.  Mr. Carey is the Chief  Operating  Officer and a
director of 30DC. Further, Mr. Dale was appointed the Chief Executive Officer of
Infinity and Mr. Carey was appointed the Chief Operating Officer of Infinity.

Infinity,  as  a  result  of  the  transaction,   became  the  sole  outstanding
shareholder  of 100% of the  outstanding  common shares of common stock of 30DC.
For purposes of accounting,  30DC,  will be considered the accounting  acquirer.
The business of 30DC is now the primary business of Infinity.

30DC, INC. BUSINESS SUMMARY

30DC was incorporated on October 17, 2008 in the state of Delaware and currently
maintains business  operations located in Monee Ponds,  Victoria,  Australia and
Cheshire,  United  Kingdom.  Prior to July 15, 2009, 30DC had no active business
operations.  On  July  15,  2009,  30DC  acquired  the  business  of the "30 Day
Challenge" and "Immediate Edge" from two of 30DC's founding shareholders as part
of a plan to consolidate  their business  operations.  30DC was created to build
and  manage  international  web-based  sales  and  marketing  companies.  30 Day
Challenge  and  Immediate  Edge are 30DC's two  business  divisions.  The 30 Day
Challenge  is a free online  ecommerce  training  program,  year round,  with an
online  education  subscription  service.  In  addition,  periodic  premium live
seminars are produced which are intended to target experienced Internet business
operators.  Immediate Edge is an online education program  subscription  service
offering high-end internet marketing  instruction and strategies for experienced
online commerce practitioners.

BUSINESS MODEL

30DC's business is driven by expanding its community of members,  who have grown
from 1,000 members in 2005 to 80,000 members in 2009.

The primary  driver of 30DC's  community  growth is the annual 30 Day  Challenge
which is offered  online for free each July and  August.  In 2009,  the  program
attracted 80,000  participants.  A taped version of the 30 Day Challenge program
is offered  online for free  throughout  the rest of the year via videos created
during the live event facilitating community growth all year long.

In addition to generating revenue from subscription offerings and live seminars,
30DC has revenue streams which are generated from the community including;

o    developing and selling Internet marketing products and services;

o    individual  courses on topics on a range of  subjects  such as valuing  web
     sites;

                                      -2-
<PAGE>


o    one to one mentoring and private business consulting programs;

o    promoting third party internet marketing products and services.

BUSINESS DIVISIONS

THE 30 DAY CHALLENGE

OVERVIEW

On July 15, 2009,  30DC  acquired the net assets  making up the 30 Day Challenge
from the  Marillion  Partnership  ("Marillion")  and Edward Dale,  an officer of
30DC.  In exchange for the net assets,  30DC issued  2,820,000  shares of common
stock to Marillion Partnership which became 30DC's majority shareholder. The net
assets  include  cash,  accrued  receivables  and  property and  equipment,  and
outstanding  liabilities  consisting of accounts  payable,  accrued expenses and
deferred revenues.

The 30 Day Challenge offers a free Internet marketing  educational  program live
via the Internet each July and August and available in a videotaped version year
round. The 30 Day Challenge program is an interactive  instruction  program. The
course  includes  30 days of  instruction  and  incorporates  weekly  breaks for
participants  to put into  practice  the  concepts  they learn from the  course.
Participants  are given the  framework  and  guidance  to design and  develop an
Internet  business  with  modules  on a range of  topics  including  researching
markets  (including  competition  and  opportunity),  identifying and sustaining
niche  markets,  utilizing  social  media to build your  business and many other
subjects pertinent to Internet  marketing.  There are no prerequisites to taking
the course and participants come from around the globe. The 30 Day Challenge has
predominately  grown through its own viral marketing campaign whereby members of
its existing  community  spread word of the 30 Day  Challenge  through email and
social  media,  including  Twitter,  Facebook,  FriendFeed  and blogs focused on
Internet marketing.

The growth in participants has resulted in a targeted  community to which the 30
Day  Challenge  markets  products  and services  such as monthly  subscriptions,
individual content specific courses, third party products, premium live seminars
at a  cost  of up to  $1,000  per  participant  and  one to  one  mentoring  and
consulting  at a cost of up to  $10,000.  As a  third  party  affiliate,  30 Day
Challenge  earns  commissions  ranging  between 20% and 75% on sales of internet
marketing  products  and  services  in a price  range of $47 to  $1,997.  30 Day
Challenge  distributes  a free monthly  newsletter  to the entire  community and
regularly  communicates  insights and trends in  conjunction  with extolling the
value of the products and services being  marketed.  Some of 30 Day  Challenge's
other  offerings,  include the 30 Day Challenge +, which is offered as a monthly
subscription  for  approximately  $30 per month,  Dominiche  `Buying and Selling
Websites'  instruction  program  ("Dominiche"),   the  Marillion  Project  which
includes  intensive  consulting  and training and the live seminars  which offer
premium content and networking  opportunities for Internet  marketers willing to
pay $1,000 for a three-day seminar.

30 DAY CHALLENGE TECHNOLOGY AND INTELLECTUAL PROPERTY

The 30 Day  Challenge  employs  proprietary  technologies  to support  the viral
growth  of the  community  and  membership  numbers  and  to  support  sales  of
proprietary and third party products.  Both platforms also include a significant
amount of self designed and developed  content and  software/code  solutions for
both internal and  subscriber  use. Much of the 30 Day Challenge free course has
been  taped and the video  content  had been  distributed  to a hosted  platform
(YouTube)  to widen the  awareness of the 30 Day  Challenge  and to increase the
potential  for search  engine  optimization  (leading  to better  search  engine
rankings) and ultimately increased website traffic.


                                      -3-
<PAGE>

The intellectual property of 30 Day Challenge also includes the 30 Day Challenge
community  database,  containing  some 80,000  contacts and the 30 Day Challenge
content  library.  Google  had  indexed  approximately  35,000  pages  from  the
thirtydaychallenge.com domain. Every page of a website has the potential to rank
in the search  engines for  Internet  marketing  related  keywords  which brings
traffic to the  website and  ultimately  more  people  subscribing  to the email
subscriber  list.  In 2008,  30 Day  Challenge  entered into a commercial  joint
venture relationship with  wordpressdirect.com  and the developers of the Market
Samurai  Internet  marketing  software to develop and make available  additional
services to the 30 Day Challenge community.

COMMUNITY GROWTH

As indicated below, the 30 Day Challenge  community has experienced  growth over
the past five years;

         2005: ~ 1,000 Participants
         2006: ~ 3,500 Participants
         2007: ~15,000 Participants
         2008: ~45,000 Participants
         2009: ~80,000 Participants

Strategies  are being  implemented  and  developed  to further the growth of the
community.

THE IMMEDIATE EDGE

OVERVIEW

On July 15, 2009, 30DC acquired the net assets making up the Immediate Edge from
Dan Raine, a founding  shareholder of 30DC. In exchange for the net assets, 30DC
issued  600,000  shares of common  stock.  The net  assets  include  cash and an
outstanding liability consisting of deferred revenues.

The Immediate  Edge provides a  subscription-based  Internet  education  program
offering  high-end  Internet  marketing  instruction  and  strategies for online
commerce  practitioners.  Such  education  includes  advice on  selling  digital
products  and  services,  how  to run  membership  sites,  affiliate  management
systems,  rewards programs and search engine  optimization among other services.
The Immediate Edge also generates  revenue from affiliate  marketing of targeted
products to its customer base.

BUSINESS MODEL

The Immediate Edge charges  subscribers  $97 per month for information on topics
like social  bookmarking,  web 2.0, Facebook  marketing and Twitter  strategies.
This can represent value for subscribers because it enables them to avoid paying
search engine  optimizers fees for their  services.  Prior to the acquisition of
the  Immediate  Edge  operations,  Immediate  Edge was a customer  of the 30 Day
Challenge.

IMMEDIATE EDGE TECHNOLOGY AND INTELLECTUAL PROPERTY

The Immediate Edge technology includes Edge Networker, a tool that automatically
creates  hyperlinks  to assist in the  promotion  of the  subscriber's  Internet
business.  Management  believes  that  Internet  Networker  will be retired  and
replaced  with a  comparable  social  marketing  technology  within  the next 12
months.  The Immediate Edge is continually  upgrading its product  offering.  In
addition,  Dan Raine has created a product called the Edge Blueprint  which is a

                                      -4-
<PAGE>

step by step video  program  for  implementing  many of the  Internet  marketing
strategies  taught within the Immediate  Edge. The Immediate  Edge  intellectual
property includes  software  strategies and systems designed to give subscribers
an "immediate edge" in the operation of their online business.

GROWTH OPPORTUNITIES

The 30 Day Challenge affords the Immediate Edge with a platform for reaching new
subscribers. The Immediate Edge is promoted to the 30 Day Challenge community as
a service for online  business  operators who have gone beyond the initial stage
of  learning,  wanting to take their  business  to the next level and wanting to
stay on-top of trends and ensure their Internet marketing  strategies employ the
latest  tools and  techniques.  Immediate  Edge also runs $1 for one week  trial
subscriber promotions a few times a year to attract new subscribers.

THE MARKET

The  worldwide  demand for online  information  and  products has grown with the
increasing  availability  of high  speed  internet,  mobile  communications  and
general  increase  of  computing  across the globe.  New online  businesses  are
starting every day and these budding  entrepreneurs are potential customers with
the  more   sophisticated  and  successful  online  businesses  being  potential
customers for the offerings of the 30 Day Challenge and the Immediate Edge.

COMPETITION

30DC is one of a number of companies that offer training to newcomers as well as
experienced sellers in "how to grow a business by more effectively  marketing on
the Internet." While some general education  companies offer courses in Internet
marketing,   30DC's  primary  competition  comes  from  small  Internet  marking
companies  focused on building a loyal  following of  customers.  30DC has built
relationships  with a number of its competitors  whereby they cross promote each
other's  offerings which sometimes overlap and sometimes cover different aspects
of Internet marketing.  The Company earns revenue from customers in its database
purchasing products and services from third parties, some of whom are competitor
Internet marketing companies.


                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
-------------------------------------------------

ISSUANCES OF COMMON STOCK

As a result of the Plan and Agreement of Reorganization  with 30DC, Inc. and its
shareholders,  executed on September 10, 2010, Infinity issued 60,984,000 shares
of its restricted  common stock to the shareholders of 30DC,  Inc.,  pursuant to
exemption  from  registration  afforded by Section 4(2) of the Securities Act of
1933 and Regulation D, Rule 506.

As a result of the issuance  transaction,  67,531,391 shares of common stock are
issued and outstanding as of date hereof.

                                      -5-
<PAGE>

        SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS

ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
---------------------------------------------------------

Larry O'Donnell,  CPA, PC formerly the independent  registered public accountant
for Infinity  Capital  Group,  Inc. was dismissed as the  Company's  independent
registered public accountant on September 15, 2010.

On  September  15,  2010,  the Board of  Directors  of the Company  approved the
engagement of new auditors, Marcum LLP of New York, New York to be the Company's
independent  registered public  accountant.  During the two years ended December
31, 2009 and 2008 and the  subsequent  interim  period prior to engaging  Marcum
LLP,  the  Company  did  not  consult  Marcum  LLP  regarding  either:  (i)  the
application of accounting principles to a specified transaction either completed
or  proposed,  or the type of  audit  opinion  that  might  be  rendered  on the
Company's  financial  statements and Marcum LLP did not provide either a written
report or oral advice to the  Company  that Marcum  concluded  was an  important
factor  considered  by the Company in reaching a decision as to the  accounting,
auditing or financial  reporting  issue;  or (ii) any matter that was either the
subject of a disagreement or a reportable event.

The  action to engage  new  auditors  was  approved  by the Board of  Directors.
Currently,  no audit committee exists. The Board of Directors  previously had an
audit  committee  which ceased to exist when two  directors  resigned  effective
September 10, 2010. The Company intends on reinstituting an audit committee at a
future date.

In  connection  with the audits of the fiscal years ended  December 31, 2009 and
2008 and the the unaudited  condensed  financial  statements for the period from
January 1, 2010 through June 30, 2010 and through the date of termination of the
accountants,  no  disagreements  exist  with the former  independent  registered
public accountant on any matter of accounting principles or practices, financial
statement  disclosure,   internal  control  assessment,  or  auditing  scope  of
procedure, which disagreements if not resolved to the satisfaction of the former
accountant  would have caused them to make  reference in  connection  with their
report to the subject of the disagreement(s).

The Independent Auditor Report by Larry O'Donnell,  CPA, PC for the fiscal years
ended  December  31,  2009 and 2008,  contained  an  opinion  which  included  a
paragraph discussing  uncertainties  related to continuation of the Company as a
going concern.

                 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT
--------------------------------------------

As a result of the Plan and Agreement of Reorganization  with 30DC, Inc. and its
shareholders,  executed on September 10, 2010, Infinity issued 60,984,000 shares
of its restricted  common stock to the  shareholders of 30DC. As a result of the
issuance of the shares,  Infinity has approximately  67,531,391 shares of common
stock issued and outstanding.

The  Marillion  Partnership,  the former  majority  shareholder  of 30DC,  holds
37,224,000 shares of the common stock of Infinity,  approximately  55.12% of the
issued and  outstanding  common stock.  The Marillion  Partnership  is owned and
managed by Edward Dale,  an officer and  director of 30DC and a newly  appointed
director of Infinity.  Therefore,  Mr. Dale has indirect beneficial ownership of
the 37,224,000  shares held by the Marillion  Partnership.  Mr. Edward Dale also
holds 1,848,000 shares of common stock directly.

                                      -6-
<PAGE>

ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
--------------------------------------------------------------------------------

APPOINTMENT OF OFFICERS AND DIRECTORS

On September 10, 2010 as a result of the merger, Mr. Edward Dale and Mr. Clinton
Carey were appointed as Directors of the Company.  Messrs. Ernest Chu and Conrad
Huss, effective September 10, 2010, have resigned as directors of the Company.

Effective,  September 10, 2010, Mr. Greg Laborde resigned as the Chief Executive
Officer and President of Infinity.  Effective  September 10, 2010,  Mr. Dale was
appointed the Chief Executive Officer of the Company and Mr. Carey was appointed
the Chief Operating Officer.

EDWARD DALE, DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Dale, age 40, has served as the Chairman of the Board,  President and CEO of
30DC,  Inc. from 2008 to date.  From 2005 to 2008, Mr. Dale developed the 30 Day
Challenge  business,  which  he  ran  for 4  years  as  part  of  the  Marillion
Partnership  and was sold to 30DC in July 2009.  In 2006,  Mr. Dale  created and
marketed the  Dominiche  `Buying and Selling  websites'  program.  Mr. Dale is a
manager and equity owner of the Marillion  Partnership.  Mr. Dale was a founding
shareholder of 30DC and has served as its President, Chief Executive Officer and
a director since October 2008.

CLINTON CAREY, DIRECTOR AND CHIEF OPERATING OFFICER

Mr. Carey,  age 40, has served as Chief Operating  Officer and Director of 30DC,
Inc. from July 2009 to date. Over the past 15 years, Mr. Carey has been involved
in startup  businesses at both the management  and the  directorial  level.  Mr.
Carey was a director of Roper River  Resources  and was  involved in the reverse
takeover of Roper River Resources by Webjet, in Australia. Following Webjet, Mr.
Carey  became  involved  in  several  technology   companies   including  Banque
Technology  Systems (UK),  MobiData Ltd  (Australia)  and MDS Group Ltd (UK) for
which he helped  raise  capital  and was  involved  in  strategic  planning  and
business  development.   Mr.  Carey  holds  a  degree  in  Economics  from  Bond
University. Mr. Carey was a founding shareholder of 30DC.

DAN RAINE, EXECUTIVE VICE PRESIDENT OF BUSINESS DEVELOPMENT OF 30DC

Mr. Raine,  age 37, has served as Vice  President of Business  Development of 30
DC, Inc,  since July 2009.  In 2006,  he developed  the concept of the Immediate
Edge of which he was owner and  operator  and which  launched  its  subscription
service in January 2007.  Mr. Raine  operated the Immediate Edge from 2007 until
its  acquisition  by 30DC in July  2009 at which  time he  started  his  current
position with 30DC. Mr. Raine, was a founding shareholder of 30DC.

EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to officers  during the
fiscal years ended December 31, 2009, 2008 and 2007 and the period of January 1,
2010 through June 30, 2010. The table sets forth this  information  for Infinity
Capital  Group,  Inc.  and 30DC,  including  salary,  bonus,  and certain  other
compensation to the named executive officers for the past three fiscal years and
includes all Officers as of June 30, 2010.

                                      -7-

<PAGE>
<TABLE>
<CAPTION>

                                             SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                     NON-EQUITY    NON-QUALIFIED
                                                                     INCENTIVE       DEFERRED
                                                  STOCK    OPTION       PLAN       COMPENSATION     ALL OTHER
                               SALARY    BONUS    AWARDS   AWARDS   COMPENSATION     EARNINGS      COMPENSATION     TOTAL
  NAME & POSITION     YEAR      ($)       ($)       ($)     ($)         ($)             ($)            ($)           ($)
-------------------- -------- --------- --------- -------- ------- --------------- -------------- --------------- ----------
<S>                  <C>      <C>       <C>       <C>      <C>     <C>             <C>            <C>             <C>
Gregory H.           2010         0(6)         0        0       0               0              0               0          0
Laborde, Former      2009     28,383(3)        0        0       0               0              0               0     28,383
President and CEO    2008     44,367(2)        0        0       0               0              0               0     44,367
                     2007     38,177(1)        0        0       0               0              0               0     38,177

Theodore A.          2010         0(6)         0        0       0               0              0               0          0
Greenberg, CFO,      2009     18,000(5)        0        0       0               0              0               0     18,000
Former CIO and       2008     24,000(4)        0        0       0               0              0               0     24,000
Secretary            2007            0         0        0       0               0              0               0          0

Edward Dale, CEO     2010      250,000   500,000        0       0               0              0               0    750,000
30DC (7)(8)

Clinton Carey, COO   2010      200,000         0        0       0               0              0               0    200,000
30DC (7)(9)

Dan Raine, VP Bus.
Development, 30DC
(7)(10)              2010      250,000   230,000        0       0               0              0               0    480,000
-------------------- --------
</TABLE>
(1)  During  the year ended  December  31,  2007,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $38,177.  The payment was included
in management  fee expenses for payment to GHL Group,  Ltd.  Infinity  contracts
with GHL Group,  Ltd.  for  consulting  services  and to which it pays fees.  By
contract Mr. Laborde was due annual  compensation  of $90,000 of which he waived
$51,823.  Mr. Laborde resigned as the President and CEO, effective September 10,
2010.

(2)  During  the year ended  December  31,  2008,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $44,367.  The payment was included
in  management  fee  expenses  for payment to GHL Group,  Ltd.  By contract  Mr.
Laborde was due annual compensation of $90,000 of which he waived $45,633.

(3)  During  the year ended  December  31,  2009,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $28,383.  The payment was included
in  management  fee  expenses  for payment to GHL Group,  Ltd.  By contract  Mr.
Laborde was due annual compensation of $90,000 of which he waived $61,617.

(4) During the year ended December 31, 2008, Theodore A. Greenberg earned salary
of $24,000. The compensation was accrued but not actually paid.

(5) During the year ended December 31, 2009, Theodore A. Greenberg earned salary
of $18,000.  The  compensation was accrued but not actually paid and is included
in accrued  expenses.  By contract Mr. Greenberg was due annual  compensation of
$24,000 of which he waived $6,000.

(6) Mr.  Laborde  and Mr.  Greenberg  signed an  amendment  to their  employment
contracts  with  Infinity  which  states  they would  receive  no  further  cash
compensation  until  the  business  operations  and  liquidity  of  the  Company
improved. As such, they have received -0- cash compensation in 2010.

(7) Compensated by 30DC, Inc. for the fiscal year ended June 30, 2010.  Prior to
fiscal year June 30, 2010 the business of 30DC was operated by 30 Day  Challenge
and Immediate Edge which were unincorporated  entities. Mr. Dale operated 30 Day
Challenge  from  whom he and  entities  affiliated  with  him  received  owner's

                                      -8-
<PAGE>

distributions  of $272,787 and $318,138 for the fiscal years ended June 30, 2009
and 2008  respectively.  Mr.  Raine  operated  the  Immediate  Edge from whom he
received  owner's  distributions  of $425,402  and $245,066 for the fiscal years
ended June 30, 2009 and 2008 respectively.

(8) Mr. Dale was recently  appointed the Chief Executive Officer of Infinity and
has been the Chief Executive  Officer of 30DC. By contract he receives an annual
salary of  $250,000.  30DC's Board of  Directors  approved Mr. Dale  receiving a
bonus  based on the net cash flow of the 30 Day  Challenge  business  unit until
such point as 30DC  completed the Agreement  which closed on September 10, 2010.
Subsequent to that time,  Mr.  Dale's  compensation  will follow the  contracted
amount.

(9) Mr. Carey was recently appointed the Chief Operating Officer of Infinity and
has been the Chief Operating  Officer of 30DC. By contract he receives an annual
salary of $200,000. His compensation for the fiscal year ended June 30, 2010 was
accrued but has not been paid. In addition,  Jesselton,  Ltd., a consulting firm
which Mr.Carey, is associated with entered into a consulting agreement with 30DC
and under such  consulting  agreement is to be paid $250,000 in connection  with
the closing of the acquisition of 30DC by Infinity.

(10)  Mr.  Raine  and has been  and  remains  the  Vice  President  of  Business
Development of 30DC. By contract he receives annual consulting fees of $250,000.
30DC's Board of Directors  approved Mr. Raine receiving a bonus based on the net
cash flow of the Immediate Edge business unit until such point as 30DC completed
the Agreement  which closed on September 10, 2010.  Subsequent to that time, Mr.
Raine's compensation will follow the contracted amount.

EMPLOYMENT CONTRACTS:

EDWARD DALE

Contemporaneous  with 30DC's  acquisition  of the 30 Day  Challenge  on July 15,
2009, 30 DC entered into a three-year  Executive  Services Agreement with Edward
Dale to serve as the Company's Chief Executive Officer providing for among other
things, the payment of $250,000 in cash remuneration per year.

CLINTON CAREY

On June 19, 2009, 30DC entered into a three-year  Executive  Services  Agreement
with Clinton Carey to serve as the Company's Chief Operating  Officer  providing
for among other things, the payment of $200,000 in cash remuneration per year.

In  August,  2008,  Marillion  Partnership,  then  owner  of 30  Day  Challenge,
contracted  with  Jesselton,  Ltd. in connection with the acquisition and merger
process which resulted in signing of the Agreement  with Infinity.  Compensation
under the consulting  agreement wass contingent on completion of the transaction
with Infinity.  Upon  execution of the Agreement with Infinity  $250,000 (US) is
owed to Jesselton,  Ltd., a consulting firm which Mr. Carey is associated  with.

DAN RAINE

Contemporaneous  with 30DC's  acquisition  of the 30 Day  Challenge  on July 15,
2009,  30 DC entered into a three-year  Consulting  Agreement  with Dan Raine to
serve as the  Company's  Vice  President of Business  Development  providing for
among other things, the payment of $250,000 in cash remuneration per year.

                                      -9-
<PAGE>

DESCRIPTION OF 30 DC EMPLOYMENT CONTRACTS

Messrs.  Dale  and  Carey  employment  agreements  and  Mr.  Raines  consultancy
agreement  are with 30DC,  at this time no one has  employment  agreements  with
Infinity. The agreements provide for the following terms:

BONUSES:  Performance bonuses and milestones for such bonus are to be determined
by the Board of Directors of 30DC

SALARY:  Annual  reviews of  compensation  are to be  performed  by the Board of
Directors  of 30DC.  At such  review  the  Board  of 30DC  shall  consider:  the
responsibilities  of  the  Executive,   the  performance  of  the  company,  the
performance of the 30DC, the  performance  of the  Executive,  the  remuneration
available in the  workforce  outside the 30DC for persons with  responsibilities
and experience  equivalent to those of the Executive and the benefits which have
accrued and will accrue under the agreement.

TAKEOVER EVENT: If, a Trade Sale or a Takeover Event occurs and the Executive is
required to resign as Officer of the Company and this  Agreement is  effectively
terminated,  then in addition to any other  entitlements due to the Executive in
accordance with the terms of this Agreement, the Executive will be entitled to:

-    be paid a lump sum equal to at least the total of all amounts  that, if the
     contract had  continued  until the end of the term,  30DC would have become
     liable to pay to the Executive during that period; and

-    be issued  with that  number of shares in 30DC  comprising  50% of the cash
     remuneration.

None of the  Executives  were required to resign their  positions with 30DC as a
result of the Agreement so this provision did not apply.

At the time of this filing,  none of the new  officers of Infinity  have entered
into services agreements with Infinity.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In August  2008,  the Board of  Directors  approved  and created a  compensation
committee.  The committee consisted of the independent directors of Infinity and
ceased to exist when two directors  resigned  effective  September 10, 2010. The
Company intends on reinstituting a compensation committee at a later date.





                                      -10-
<PAGE>
                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the  Company's  directors  during the year ended  December  31,  2009 and the
period ended June 30, 2010:

<TABLE>
<CAPTION>
                         FEES                                             NON-QUALIFIED
                        EARNED    STOCK      OPTION       NON-EQUITY        DEFERRED
     NAME        YEAR   OR PAID   AWARDS     AWARDS     INCENTIVE PLAN    COMPENSATION       ALL OTHER
                        IN CASH      ($)       ($)     COMPENSATION ($)     EARNINGS        COMPENSATION      TOTAL
                          ($)                                                  ($)              ($)            ($)
--------------- ------- --------- ---------- --------- ----------------- ---------------- ----------------- ----------
<S>             <C>     <C>       <C>        <C>       <C>               <C>              <C>               <C>
Gregory H.        2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $ 28,383   $ 28,383
Laborde (1)       2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-


Theodore A.       2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $ 18,000   $ 18,000
Greenberg (2)     2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-

Pierce            2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
McNally (3)       2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-

Conrad R.         2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
Huss (3)          2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-

Ernest D. Chu     2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
(3)               2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
-----------------------
</TABLE>

(1)  During  the year ended  December  31,  2009,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $28,383.  The payment was included
in management fee expenses for payment to GHL Group, Ltd.

(2) During the year ended December 31, 2009, Theodore A. Greenberg earned salary
of $18,000 for his services as an officer of the Company.  The  compensation was
accrued but not actually paid.

(3) On August 10, 2010,  109,500  Options of Infinity  were  reallocated  to our
disinterested directors, Pierce McNally, Conrad Huss, and Ernest Chu for service
to the  Corporation  under the 2008 Corporate  Stock Option Plan.  Each of these
directors  received  36,500  options  with an exercise  price of $0.50 per share
which expire January 5, 2011.

All of the Company's  officers  and/or  directors  will continue to be active in
other  companies.  All officers and directors have retained the right to conduct
their own independent business interests.

The Company does not pay any Directors fees for meeting attendance.


                                      -11-
<PAGE>

SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND RELATED
STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of the Company's outstanding common stock by:

o    each person who is known by the Company to be the beneficial  owner of five
     percent (5%) or more of Infinity's common stock;

o    the Company's chief executive officer,  its other executive  officers,  and
     each director as identified in the  "Management--  Executive  Compensation"
     section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

(1) The  information  below is based on the  number of  shares of the  Company's
common stock that it believes was beneficially owned by each person or entity as
of September 10, 2010.
<TABLE>
<CAPTION>

  TITLE OF CLASS       NAME AND ADDRESS OF    AMOUNT AND NATURE    PERCENT OF CLASS     AMOUNT AND      PERCENT OF
                        BENEFICIAL OWNER        OF BENEFICIAL      PRIOR TO MERGER      NATURE OF       CLASS AFTER
                                                OWNER PRIOR TO                          BENEFICIAL        MERGER
                                                  MERGER (1)                           OWNER AFTER
                                                                                        MERGER (2)
-------------------- ------------------------ ------------------- ------------------- --------------- ----------------
<S>                  <C>                      <C>                 <C>                 <C>             <C>
Common Restricted    Gregory H. Laborde,               2,957,250              45.17%       2,957,250            4.38%
                     Former President and
                     CEO, Director
                     (Beneficially through
                     GHL Group, Ltd.)

Common Restricted    Theodore A. Greenberg,            1,100,000              16.80%       1,100,000            1.63%
                     CFO, Former CIO,
                     Secretary and Director

Options              Pierce McNally,                     192,500                  0%         192,500               0%
                     Director (3)

Options              Conrad R. Huss, Former              173,500                  0%         173,500               0%
                     Director (3)


                                      -12-
<PAGE>

  TITLE OF CLASS       NAME AND ADDRESS OF    AMOUNT AND NATURE    PERCENT OF CLASS     AMOUNT AND      PERCENT OF
                        BENEFICIAL OWNER        OF BENEFICIAL      PRIOR TO MERGER      NATURE OF       CLASS AFTER
                                                OWNER PRIOR TO                          BENEFICIAL        MERGER
                                                  MERGER (1)                           OWNER AFTER
                                                                                        MERGER (2)
-------------------- ------------------------ ------------------- ------------------- --------------- ----------------

Options              Ernest D. Chu, Former               147,500                  0%         147,500               0%
                     Director (3)

Common Restricted    Edward Dale,                              0                  0%      39,072,000           57.86%
                     President , CEO &
                     Director (4)

Common Restricted    Marillion Partnership                     0                  0%      37,224,000           55.12%
                     (4)

Common Restricted    Clinton Carey, COO &                      0                  0%       3,432,000            5.08%
                     Director

Common Restricted    Dan Raine                                 0                  0%      10,560,000           15.64%
                     (Beneficially through
                     Raine Ventures, LLC)

Common Restricted    Wulf Rehder                         415,758               6.35%         415,758           <1.00%

Common Restricted    All Directors and                 4,249,250              61.97%      46,753,750           68.95%
                     Executive Officers as
                     a Group (5 persons)
-----------------------
</TABLE>

(1)  At September 10, 2010,  Infinity had  6,547,391  shares of its common stock
     issued  and   outstanding.   Infinity  had  600,000   options   issued  and
     outstanding,  but the options are not included in this  calculation  as the
     Company  considers  them to be "out of the  money"  and does not expect the
     status to change in the next 60 days.

(2)  As part of the  reorganization  agreement Infinity issued 60,984,000 shares
     to the  shareholders  of 30DC on a 13.2 for 1 basis.  After the issuance of
     such  shares,  Infinity  has  67,531,391  shares of common stock issued and
     outstanding.  Infinity had 600,000 options issued and outstanding,  but the
     options are not included in this calculation as Infinity  considers them to
     be "out of the  money" and does not expect the status to change in the next
     60 days.

(3)  These directors hold options that are "out of the money."

(4)  Mr. Edward Dale holds 1,848,000  shares of common stock directly.  Mr. Dale
     holds  37,224,000  shares of common  stock  indirectly,  through  Marillion
     Partnership.  Mr. Dale is a partner in  Marillion  Partnership  and has the
     ability to vote such shares.


                                      -13-
<PAGE>

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Infinity  believes  have a reasonable  likelihood of being "in the money" within
the next sixty days.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

GHL Group, Ltd., a company affiliated with Gregory H. Laborde,  was paid $28,383
during the year ended December 31, 2009. Mr. Laborde is the sole  shareholder of
GHL Group,  Ltd. and was President,  CEO of Infinity through September 10, 2010.
He remains a director of Infinity.

During the year ended December 31, 2009,  Theodore A. Greenberg,  an officer and
director of the Company,  earned salary of $18,000. The compensation was accrued
but not actually paid.

On  September  15,  2009,  the  holders  of  Infinity  notes  totaling  $125,000
foreclosed on collateral of 200,000 shares of Strategic  Environmental  owned by
Infinity and 250,000  shares of Infinity  pledged by GHL Group,  Ltd., a company
controlled by Gregory  Laborde,  a former Officer and a current  director of the
Infinity.  On August 12, 2010, the Company  entered into a Settlement  Agreement
and Mutual  Release with the holders of these notes to pay the full balance due,
accrued  interests  along with  additional  consideration  of $6,250 in cash and
5,000  shares of  Blackstar  Energy  Group,  Inc. As part of the  agreement  the
holders of the notes agreed to return 140,000 shares of Strategic  Environmental
back to the Company and 190,000 shares of Company stock back to GHL Group, Ltd.

On July 15, 2009,  30DC  acquired the net assets  making up the 30 Day Challenge
from the Marillion  Partnership and Edward Dale, an officer of 30DC. In exchange
for the net assets, 30DC issued 2,820,000 shares of 30DC's common stock. The net
assets  include  cash,  accrued  receivables  and  property and  equipment,  and
outstanding  liabilities  consisting of accounts  payable,  accrued expenses and
deferred revenues.

On July 15, 2009, 30DC acquired the net assets making up the Immediate Edge from
Dan Raine, a founding  shareholder of 30DC. In exchange for the net assets, 30DC
issued  600,000  shares of 30DC's  common  stock to Mr.  Raine.  The net  assets
include cash and an outstanding liability consisted of deferred revenues.

In June 2009, 30DC  entered into a three year executive  services agreement with
Ed Dale. The contact is  noncancelable by either party for the initial two years
and then  with six  months  notice  by  either  party  for the  duration  of the
contract.  Cash remuneration  under the contract is $250,000 per year. If in any
year starting from the  commencement  date,  revenues of 30DC, Inc. doubles then
Mr. Dale will be due shares in 30DC,  Inc. equal to 50% of cash  remuneration as
additional compensation.

                                      -14-
<PAGE>

In June 2009,  30DC entered  into a three year  consultancy  agreement  with Dan
Raine.  The contract is  non-cancelable  by either party for the first two years
and with six months  notice by either  party for the  duration of the  contract.
Cash  remuneration  under the  contract  is  $250,000  per year.  If in any year
starting  from the  commencement  date,  revenues of 30DC doubles then Mr. Raine
will be due  shares  in 30DC  equal to 50% of cash  remuneration  as  additional
compensation payable in shares of 30DC.

On June 19, 2009, 30DC entered into a three-year  Executive  Services  Agreement
with  Clinton  Carey to serve as the  Company's  Chief  Operating  Officer.  The
contract is  non-cancelable by either party for the first two years and with six
months  notice  by  either  party  for  the  duration  of  the  contract.   Cash
remuneration  under the contract is $200,000 per year.  If in any year  starting
from the commencement date,  revenues of 30DC doubles then Mr. Raine will be due
shares in 30DC  equal to 50% of cash  remuneration  as  additional  compensation
payable in shares of 30DC.

The  Immediate  Edge paid  commissions  of $21,000  and  $138,262  to  Marillion
Partnership during the years ended June 30, 2009 and 2008, respectively.

Dan Raine,  received  owner's  distributions of $425,402 and $245,066 during the
years ended June 30, 2009 and 2008, respectively from The Immediate Edge.

Edward Dale, received owner's  distributions of $272,787 and $318,138 during the
years ended June 30, 2009 and 2008, respectively from 30 Day Challenge.

In August,  2008,  30DC  contracted  with two consultants in connection with the
acquisition  and merger  process which resulted in signing of the Agreement with
Infinity. Compensation under both consulting agreements contingent on completion
of the transaction with Infinity.  Upon execution of the Agreement $250,000 (US)
is owed to Jesselton,  Ltd , a consulting  firm which Mr. Carey,  an officer and
director of Infinity,  is associated  with and $250,000  (Australian) is owed to
the other consultant.

                             SECTION 8 OTHER EVENTS

ITEM 8.01 OTHER EVENTS
----------------------

PRIVATE PLACEMENT MEMORANDUM

In August 2010, 30DC has issued a private placement  memorandum  ("PPM") seeking
to raise a maximum of  $3,000,000,  at a price of $0.26 per unit for  11,538,462
units, if the $3,000,000 maximum is raised. Each unit consists of one restricted
common share of stock of Infinity, a warrant exercisable,  90 days from the date
of  issuance,  to purchase  one  restricted  common  share of  Infinity  with an
exercise price of $0.37 per share and a warrant, exercisable for five years from
the date of issuance,  to purchase one  restricted  common share of Infinity for
$0.50 per share.  During the fiscal  year ending June 30,  2010,  30DC  received
$501,590  under a prior PPM that had not closed;  the funds were  classified  as
interest  free  loans  pending  closing.  Pursuant  to  an  agreement  with  the
subscribers,  the $501,590 will become part of the August 2010 PPM. In addition,
$162,500  was being  held by an escrow  agent to be  released  to 30DC upon both
completion  of the  Agreement and the issuance of the audits of 30 Day Challenge
and Immediate Edge for the fiscal years ending June 30, 2009 and 2008.

                                      -15-
<PAGE>

                   SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
-------------------------------------------

(A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following is a complete list
     of financial statements filed as part of this Report.

     30 Day Challenge - Audited  Financial  Statements  for the Years Ended June
     30, 2009 and 2008

     Immediate Edge - Audited Financial  Statements for the Years Ended June 30,
     2009 and 2008

     30DC, Inc. Interim Condensed Financial statements for the nine months ended
     March 31, 2010 and 2009 will be filed in an amendment.

(B)  PRO FORMA  FINANCIAL  INFORMATION.  The following is a complete list of the
     pro forma financial statements filed as a part of this Report.

     Pro Forma Financial Statements Will be Filed in an Amendment.





























                                      -16-
<PAGE>





























                      30 DAY CHALLENGE FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2009 AND 2008


























<PAGE>
                                      INDEX


   PAGE 1   Report of Independent Registered Public Accounting Firm

   PAGE 2   Statements of Net Assets to be Sold

   PAGE 3   Statements of Revenue and Expenses and Comprehensive Income (Loss)

   PAGE 4   Statements of Changes in Net Assets

   PAGE 5   Statements of Cash Flows

   PAGE 6   Notes to the Financial Statements

































<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Owners
of 30 Day Challenge


We have audited the  accompanying  statements of net assets to be sold of 30 Day
Challenge  (the  "Company")  as of June  30,  2009  and  2008,  and the  related
statements of revenue and expenses and comprehensive  income (loss),  changes in
net assets and cash flows for the years then ended.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of 30 Day Challenge,  as of June
30, 2009 and 2008,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

/s/ MARCUM, LLP
New York, NY
September 21, 2010












                                      -1-
<PAGE>
                                30 DAY CHALLENGE
                      STATEMENTS OF NET ASSETS TO BE SOLD

<TABLE>
<CAPTION>
                                                                                              June                June
                                                                                            30, 2009            30, 2008
                                                                                         ---------------     ---------------
<S>                                                                                      <C>                 <C>


Assets

Current Assets

         Cash                                                                            $       23,904      $        3,416
         Accrued Commissions Receivable                                                          35,309              18,392
                                                                                         ---------------     ---------------

                Total  current assets                                                            59,213              21,808
                                                                                         ---------------     ---------------

Property and Equipment, Net                                                                      99,373              77,249
                                                                                         ---------------     ---------------

                Total assets                                                             $      158,586      $       99,057
                                                                                         ===============     ===============


Liabilities and Net Assets to Be Sold

Current Liabilities

         Accounts Payable                                                                $      305,023      $            -
         Accrued Expenses and Refunds                                                            36,527                   -
         Deferred Revenue                                                                        23,683                   -
                                                                                         ---------------     ---------------

                Total current liabilities                                                       365,233                   -
                                                                                         ---------------     ---------------

                Total liabilities                                                               365,233                   -
                                                                                         ---------------     ---------------

Net Assets to Be Sold                                                                          (206,647)             99,057
                                                                                         ---------------     ---------------

Total Liabilities and Net Assets to Be Sold                                              $      158,586      $       99,057
                                                                                         ===============     ===============
</TABLE>














     The accompanying notes are an integral part of the financial statements
                                      -2-
<PAGE>

                                30 DAY CHALLENGE
       STATEMENTS OF REVENUE AND EXPENSES AND COMPREHENSIVE INCOME (LOSS)


<TABLE>
<CAPTION>
                                                                                           Year Ended
                                                                                            June 30,
                                                                                      2009             2008
                                                                                  -------------    -------------
<S>                                                                               <C>              <C>

Revenue

        Commissions                                                               $    781,610     $    557,688
        Seminars and Mentoring                                                         104,765          114,827
        Subscription Revenue                                                           144,185                -
                                                                                  -------------    -------------

                  Total Revenue                                                      1,030,560          672,515

Operating Expenses                                                                   1,011,027          364,974
                                                                                  -------------    -------------

Operating Income                                                                        19,533          307,541

Foreign Currency Loss                                                                  (17,232)         (15,020)
                                                                                  -------------    -------------

Revenue in Excess of Expenses                                                            2,301          292,521

Foreign Currency Translation Gain (Loss)                                               (35,218)          12,018
                                                                                  -------------    -------------

Comprehensive Income (loss)                                                       $    (32,917)    $    304,539
                                                                                  =============    =============

</TABLE>































     The accompanying notes are an integral part of the financial statements
                                      -3-
<PAGE>
                                30 DAY CHALLENGE
                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                 Accumulated
                                                                                   Other
                                                                                Comprehensive
                                                                Net Assets         Income             Total
                                                               --------------   -----------------   -------------
<S>                                                            <C>              <C>                 <C>
Balance - July 1, 2008                                         $    112,656     $             -     $   112,656

            Revenue in excess of expenses                           292,521                   -         292,521

            Foreign currency translation                                  -              12,018          12,018

            Distributions to Owner                                 (318,138)                  -        (318,138)
                                                               --------------   -----------------   -------------

Balance - June 30, 2008                                        $     87,039     $        12,018     $    99,057

            Revenue in excess of expenses                             2,301                   -           2,301

            Foreign currency translation                                  -             (35,218)        (35,218)

            Distributions to Owner                                 (272,787)                  -        (272,787)
                                                               --------------   -----------------    -----------

Balance - June 30, 2009                                        $   (183,447)    $       (23,200)    $  (206,647)
                                                               ==============   =================   =============
</TABLE>

























     The accompanying notes are an integral part of the financial statements
                                      -4-

<PAGE>
                                30 DAY CHALLENGE
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                                  Year Ended
                                                                                           June 30,         June 30,
                                                                                             2009             2008
                                                                                         -------------    -------------

<S>                                                                                      <C>              <C>

Cash Flows from Operating Activities:
     Revenues in excess of expenses                                                      $      2,301     $    292,521

     Changes in operating assets and liabilities
        Depreciation                                                                           42,688           58,390
        Accrued Commissions Receivable                                                        (19,787)         (18,392)
        Accounts Payable                                                                      305,022                -
        Accrued Expenses and Refunds                                                           36,527                -
        Deferred Revenue                                                                       23,683                -
                                                                                         -------------    -------------

                   Net cash provided by operating activities                                  390,434          332,519
                                                                                         -------------    -------------

Cash Flows from Investing Activities
        Purchases of Property and Equipment                                                   (74,542)         (16,871)
                                                                                         -------------    -------------

                   Net cash used in investing activitities                                    (74,542)         (16,871)
                                                                                         -------------    -------------

Cash Flows from Financing Activities
        Distributions to Owner                                                               (272,787)        (318,138)
                                                                                         -------------    -------------

                   Net cash used in financing activities                                     (272,787)        (318,138)
                                                                                         -------------    -------------

Effect of Foreign Exchange Rate Changes on Cash                                               (22,617)           1,501

Increase (Decrease) in Cash                                                                    20,488             (989)
Cash - Beginning of Year                                                                        3,416            4,405
                                                                                         -------------    -------------

Cash - End of Year                                                                       $     23,904     $      3,416
                                                                                         =============    =============

</TABLE>














     The accompanying notes are an integral part of the financial statements
                                      -5-

<PAGE>
                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
---------------------------------------------------------

On July 15, 2009,  Marillion  Partnership  of 69 Ardmillan  Road,  Moonee Ponds,
Victoria,  Australia and Edward Wells Dale of 69 Ardmillan  Road,  Moonee Ponds,
Victoria, Australia,  (collectively the "Sellers"), completed the sale of the 30
Day Challenge (the "Business") to 30DC, Inc. (the "Purchaser"),  a non-operating
holding company, in consideration for the issuance of 2,820,000 Shares of Common
Stock of the  Purchaser.  The Business was sold subject to specific  liabilities
which are  included in the  Statement of Net Assets To Be Sold.  In  conjunction
with the Business sale was Purchaser's acquisition of the Business and Assets of
the  Immediate  Edge,  sold by the Dan Raine of Cheshire,  United  Kingdom.  The
acquisitions were pursuant to an agreement dated November 14, 2008. Mr. Dale and
Mr. Raine were part of the founding group of  shareholders of 30DC, Inc. and Mr.
Dale is now Chief Executive Officer ("CEO") of 30DC, Inc.

The 30 Day Challenge  offers Internet  marketing  services and related  training
that help Internet  companies in operating  their  businesses.  30 Day Challenge
offers an annual  free  Internet  marketing  course  via the  Internet  and this
audience  forms  the basis of the 30 Day  Challenge  customer  base.  The 30 Day
Challenge  offers paid premium  services  including  mentoring and live seminars
taught by the 30 Day  Challenge  senior  staff who are  experts in the  Internet
marketing  industry.  The 30 Day Challenge also generates  revenues from monthly
subscription fees for access to additional  Internet  marketing content and from
commissions  on  third  party  products  sold  via  introduction  to  the 30 Day
Challenge   customer   base  which  are  referred  to  as  affiliate   marketing
commissions.  The Business'  assets consist  primarily of property and equipment
and internally  developed  intangible  property such as domain names,  websites,
customer lists, trademarks, copyrights and goodwill.

The Sellers  maintain  other business  operations,  these  financial  statements
present only the assets and operations of the Business sold to the Purchaser.

The Purchaser entered into a three-year  Executive Services Agreement commencing
June 2009 with the chief executive officer for executive  services providing for
among other things, the payment of $250,000 in cash remuneration per year.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

PROPERTY AND EQUIPMENT

Equipment is recorded at cost less accumulated  depreciation  and  amortization.
Maintenance and repairs are charged to operations as incurred. Asset and related
accumulated  depreciation amounts are relieved from the accounts for retirements
or dispositions.  Depreciation on equipment is computed using the  straight-line
method.  Estimated  useful  lives of three to ten years are used for  equipment,
while leasehold improvements are amortized, using the straight line method, over
the shorter of either their economic useful lives or the term of the leases.

                                      -6-
<PAGE>

                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


REVENUE RECOGNITION

The Business generally applies revenue recognition principles in accordance with
AST  Topic  605  "Revenue  Recognition"  ("ASC  605").  Accordingly  revenue  is
generally  recognized when persuasive evidence of an agreement exists,  services
have been rendered or product  delivery has  occurred,  the selling price to the
customer is fixed or determinable and collectability is reasonable assured.

The business  generates  revenues in three  categories,  (i)  commissions,  (ii)
seminars & mentoring  and (iii)  subscriptions.  Commissions  are all  affiliate
marketing commissions generated when a customer is referred to a third-party via
the Internet and the customer makes a purchase, which is paid for at the time of
purchase.  Revenue from commissions is recognized when the customer  purchase is
made from the  third-party.  Seminars and mentoring are  educational  in nature.
Seminars are live events held in  different  cities  throughout  the world where
customers will pay a fee to attend what is typically a three-day event.  Seminar
fees are paid in advance and classified as deferred revenue until the seminar is
held. Mentoring services are offered over a period of time, typically a one-year
period.  Fees for  mentoring  are  paid in  advance  and  mentoring  revenue  is
recognized ratably over the period of service.  All subscription revenue is from
monthly  online  subscriptions  for  information  on  Internet  marketing.   All
subscriptions are paid in advance and subscription revenue is recognized ratably
over the term of the  subscription.  Deferred  revenue  consists of the unearned
portion of subscription  payments,  seminar fees and mentoring revenue as of the
financial statement date. Deferred revenue was $23,683 and $-0- at June 30, 2009
and 2008 respectively.

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The  financial  statements  of the  Business  are stated in foreign  currencies,
referred to as the functional currency.  Under ASC 830 Foreign Currency Matters,
functional  currency  assets and  liabilities  are translated into the reporting
currency,  US  Dollars,  using  period  end rates of  exchange  and the  related
translation  adjustments  are recorded as a separate  component  of  accumulated
other  comprehensive   income.   Functional  statements  of  operations  amounts
expressed in functional  currencies are translated  using average exchange rates
for the  respective  periods.  Remeasurement  adjustments  and  gains or  losses
resulting from foreign  currency  transactions  are recorded as foreign exchange
gains or losses in the statement of operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and use assumptions that affect certain reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of income and expenses
during the reported  period.  The Business  evaluates all of its estimates on an
on-going basis.

                                      -7-
<PAGE>
                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009



RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, the FASB issued ASU 2010-09,  "Subsequent Events (Topic 855) -
Amendments to Certain  Recognition  and  Disclosure  Requirements."  ASU 2010-09
requires an entity that is an SEC filer to evaluate  subsequent  events  through
the date that the financial  statements  are issued and removes the  requirement
that an SEC filer  disclose the date through which  subsequent  events have been
evaluated. ASC 2010-09 was effective upon issuance.

In June 2009 the FASB issued ASC 810,  formerly  SFAS 167,  "Amendments  to FASB
Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates  Interpretation  46(R)'s
exceptions to consolidating qualifying  special-purpose  entities,  contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity.  ASC 810 also contains a new requirement that any
term, transaction,  or arrangement that does not have a substantive effect on an
entity's status as a variable interest entity, a company's power over a variable
interest  entity,  or a company's  obligation  to absorb  losses or its right to
receive  benefits of an entity must be  disregarded  in applying  Interpretation
46(R)'s  provisions.  The elimination of the qualifying  special-purpose  entity
concept and its consolidation  exceptions means more entities will be subject to
consolidation assessments and reassessments.  ASC 810 will be effective April 1,
2010.  The  adoption of this  pronouncement  is not  expected to have a material
impact on the Company's financial position and results of operations.

In August 2009, FASB issued  Accounting  Standards Update 2009-05 which includes
amendments  to  Subtopic  820-10,   Fair  Value  Measurements  and  Disclosures,
Measuring  Liabilities  at Fair Value which applies to  liabilities  measured at
fair value. The update provides clarification that in circumstances,  in which a
quoted price in an active market for the identical liability is not available, a
reporting  entity is  required  to measure  fair value  using one or more of the
techniques  provided for in this update.  The  amendments in this Update clarify
that a  reporting  entity  is not  required  to  include  a  separate  input  or
adjustment  to other  inputs  relating to the  existence of a  restriction  that
prevents the transfer of the  liability  and also  clarifies  that both a quoted
price in an active market for the identical  liability at the  measurement  date
and the quoted price for the identical  liability  when traded as an asset in an
active market when no  adjustments to the quoted price of the asset are required
are Level 1 fair  value  measurements.  The  adoption  of this  standard  is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

The FASB  has  published  FASB  Accounting  Standards  Update  2009-13,  Revenue
Recognition  (Topic   605)-Multiple   Deliverable  Revenue   Arrangements  which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services  (deliverables)  separately rather than as a
combined  unit.  Specifically,  this  guidance  amends the  criteria in Subtopic
605-25,  Revenue   Recognition-Multiple-Element   Arrangements,  for  separating
consideration in multiple-deliverable  arrangements. This guidance establishes a
selling price  hierarchy  for  determining  the selling price of a  deliverable,
which is based on:  (a)  vendor-specific  objective  evidence;  (b)  third-party

                                      -8-
<PAGE>
                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation  and  requires  that  arrangement  consideration  be allocated at the
inception of the  arrangement  to all  deliverables  using the relative  selling
price method and also requires expanded  disclosures.  FASB Accounting Standards
Update 2009-13 is effective  prospectively for revenue arrangements entered into
or  materially  modified in fiscal  years  beginning  on or after June 15, 2010.
Early  adoption is  permitted.  The adoption of this standard is not expected to
have a  material  impact on the  Company's  financial  position  and  results of
operations.

The FASB has issued  Accounting  Standards Update (ASU) No. 2010-06,  Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This ASU requires some new disclosures and clarifies some existing
disclosure   requirements   about  fair  value   measurement  as  set  forth  in
Codification  Subtopic 820-10. ASU 2010-06 amends  Codification  Subtopic 820-10
and  now  requires  a  reporting  entity  to use  judgment  in  determining  the
appropriate  classes of assets and liabilities and to provide  disclosures about
the  valuation  techniques  and  inputs  used to  measure  fair  value  for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting  periods beginning after December 15, 2009, as this
standard  relates  specifically  to  disclosures,  the adoption will not have an
impact on the Company's financial position and results of operations.

In March 2010, the FASB issued ASU No. 2010-17,  Revenue Recognition-- Milestone
Method  (Topic 605):  Milestone  Method of Revenue  Recognition.  This  standard
provides that the milestone  method is a valid  application of the  proportional
performance model for revenue  recognition if the milestones are substantive and
there is substantive  uncertainty about whether the milestones will be achieved.
Determining whether a milestone is substantive  requires judgment that should be
made  at  the  inception  of  the  arrangement.  To  meet  the  definition  of a
substantive  milestone,  the consideration earned by achieving the milestone (1)
would  have to be  commensurate  with  either  the level of effort  required  to
achieve the milestone or the enhancement in the value of the item delivered, (2)
would have to relate  solely to past  performance,  and (3) should be reasonable
relative  to  all  deliverables  and  payment  terms  in  the  arrangement.   No
bifurcation of an individual milestone is allowed and there can be more than one
milestone  in an  arrangement.  The new  standard is  effective  for interim and
annual  periods  beginning  on or after  June 15,  2010.  The  adoption  of this
standard is not expected to have a material  impact on the  Company's  financial
position and results of operations.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on our  consolidated  financial
statements upon adoption.

                                      -9-
<PAGE>

                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009



NOTE 3.  RELATED PARTY TRANSACTIONS
-----------------------------------

30 Day Challenge  earned  commissions of $21,000 and $138,262 from the Immediate
Edge during the years ended June 30, 2009 and 2008 respectively.

Subsequent to the financial  statement period 30 Day Challenge and the Immediate
Edge were both  acquired by 30DC,  Inc.  The  acquisitions  were  pursuant to an
agreement dated November 14, 2008.

During the financial  statement  period,  owner's  distributions of $272,787 and
$318,138 were paid during the years ended June 30, 2009 and 2008 respectively to
the Sellers and entities affiliated with the Sellers.

NOTE 4.  PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following at June 30, 2009 and 2008:

                                                   2009                2008
                                              -------------       -------------

Computer and Audio Visual Equipment           $  282,326          $  239,761
Office equipment and Improvements                 32,806              38,874
                                              -------------       -------------
                                                 315,132             278,635
Less accumulated depreciation and
amortization                                    (215,759)           (201,386)
                                              -------------       -------------

                                              $   99,373          $   77,249
                                              =============       =============

Depreciation  and  amortization  expense  was  $42,688 and $58,390 for the years
ended June 30, 2009 and 2008, respectively.

Property,  plant and equipment, net are stated in the functional currency of the
Business and are  translated to the reporting  currency of the US Dollar at each
period end. Accordingly property, plant and equipment, net are subject to change
as a result of changes in foreign currency exchange rates.

NOTE 5.  INCOME TAXES
---------------------

The  business  was owned by a  partnership  and  accordingly  was not subject to
income  taxes.  Each  investor is  responsible  for the tax  liability,  if any,
related  to  its  proportionate  share  of  the  Partnership's  taxable  income.
Accordingly,  no provision  for income  taxes is  reflected in the  accompanying
financial statements. The Managing Partner has concluded that the Partnership is
a  pass-through  entity  and there are no  uncertain  tax  positions  that would
require  recognition in the financial  statements.  If the  partnership  were to
incur an  income  tax  liability  in the  future,  interest  on any  income  tax
liability would be reported as interest  expense and penalties on any income tax

                                      -10-
<PAGE>

                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


liability would be reported as income taxes. The Managing Partner's  conclusions
regarding  uncertain tax positions may be subject to review and  adjustment at a
later  date  based  upon   ongoing   analyses  of  tax  laws,   regulation   and
interpretations thereof as well as other factors.

In Australia,  authorities may generally examine tax returns for four years from
the date of filing  and the  current  and prior  four  years  remain  subject to
examination as of June 30, 2009.

NOTE 6.  REVENUE CONCENTRATION
------------------------------

For the year ended June 30, 2009  revenue from three  customers  exceeded 10% of
total revenues; the individual amounts were approximately 16%, 19% and 11% for a
total of approximately  46% of total revenues.  For the year ended June 30, 2008
revenue from three  customers  exceeded 10% of total  revenues;  the  individual
amounts were  approximately 32%, 21% and 12% for a total of approximately 65% of
total revenues,  One of these customers for the year ended June 30, 2008 was the
Immediate Edge which is further described in Note 3.

NOTE 7.  COMMITMENTS
--------------------

In June 2009 30DC,  Inc.,  which  purchased  the assets of the  business and the
assets of  Immediate  Edge on July 15, 2009,  entered into three year  executive
services  agreement with Ed Dale and Clinton Carey and a three year  consultancy
agreement with Dan Raine. The contacts are noncancelable by either party for the
initial  two  years  and then with six  months  notice  by either  party for the
duration of the contract.

Cash remuneration  under Mr. Dale and Mr. Raine's contracts is $250,000 per year
and  $200,000  under Mr.  Carey's  contract.  If in any year  starting  from the
commencement  date,  revenues of 30DC, Inc. doubles then a bonus equal to 50% of
cash   remuneration   will  be  due  in  shares  of  30DC,  Inc.  as  additional
compensation.

In the event of a change in control of 30DC, Inc. the cash  remuneration for the
remainder of the contract term will be immediately payable and an additional 50%
bonus will be payable in shares of 30DC, Inc.

During  the term of the  agreement,  Ed Dale,  Clinton  Carey  and Dan Raine are
prohibited from engaging in any other business activity that competes with 30DC,
Inc.  without  written  consent  of the 30DC,  Inc.  board of  directors  and is
required to spend all his normal working time on the business of 30DC, Inc.

NOTE 8.  SUBSEQUENT EVENTS
--------------------------

The Company evaluates events that have occurred after the balance sheet date but
before the financial  statements are issued.  Based upon the review,  other than
the items  outlined  below,  the  Company did not  identify  any  recognized  or
non-recognized   subsequent  events  that  would  have  required  adjustment  or
disclosure in the financial statements.

                                      -11-

<PAGE>


                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


On July 15, 2009,  Marillion  Partnership  of 69 Ardmillan  Road,  Moonee Ponds,
Victoria,  Australia and Edward Wells Dale of 69 Ardmillan  Road,  Moonee Ponds,
Victoria, Australia,  (collectively the "Sellers"), completed the sale of the 30
Day Challenge (the "Business") to 30DC, Inc . (the "Purchaser"), a non-operating
holding company, in consideration for the issuance of 2,820,000 Shares of Common
Stock of the  Purchaser.  The Business was sold subject to specific  liabilities
which are  included in the  Statement of Net Assets To Be Sold.  In  conjunction
with the Business sale was Purchaser's acquisition of the Business and Assets of
the  Immediate  Edge,  sold by the Dan Raine of Cheshire,  United  Kingdom.  The
acquisitions were pursuant to an agreement dated November 14, 2008. Mr. Dale and
Mr. Raine were part of the founding group of  shareholders of 30DC, Inc. and Mr.
Dale is now CEO of 30DC, Inc.

On September 10, 2010, shareholders of 30DC, Inc. exchanged 100% of their shares
in  30DC,  Inc.  for  60,984,000   shares  of  Infinity   Capital  Group,   Inc.
("Infinity"),  a publicly traded over the counter  company.  30DC, Inc. became a
wholly owned subsidiary of Infinity Capital Group,  Inc. which intends to change
its  name  to  30DC,  Inc.  Holdings.  After  the  share  exchange,  the  former
shareholders in 30DC, Inc. held slightly more than 90% of the outstanding shares
in Infinity  and the  officers of 30DC,  Inc.  became the  officers of Infinity.
30DC,  Inc. had contracted  with two  consultants to advise on the process which
resulted in completion of the share  exchange.  Compensation  to the consultants
was  contingent on completion  of the share  exchange or a similar  transaction.
With  completion of the share exchange,  $250,000 is owed to Jesselton,  Ltd., a
consulting firm which Mr. Clinton Carey,  Chief Operating  Officer of 30DC, Inc.
is associated with, and $250,000  Australian  Dollars  ($236,925 USD) is owed to
the other  consultant.  The Company  expects to pay these  amounts  partially in
shares of the Company and partially in cash funds over a period of time.

In August 2010, 30DC, Inc. issued a private placement memorandum ("PPM") seeking
to raise a maximum of  $3,000,000  at a price of 26 cents per unit or 11,538,462
units if the  $3,000,000  maximum is raised.  Each unit  consists  of one common
share of stock of Infinity,  a warrant  exercisable for 90 days from the date of
issuance,  to purchase one common share of Infinity with an exercise price of 37
cents and a warrant,  exercisable  for five years from the date of issuance,  to
purchase  one common  share of  Infinity  for 50 cents.  During the fiscal  year
ending June 30, 2010,  30DC, Inc.  received  $501,590 under a prior PPM that had
not  closed;  those funds were  considered  to be  interest  free loans  pending
closing. Pursuant to an agreement with the subscribers, the $501,590 will become
part of the August 2010 PPM. In  addition,  $162,500 was being held by an escrow
agent to be released to 30DC,  Inc. upon both  completion of the share  exchange
with Infinity and the issuance of the June 30, 2009 and 2008 audits of Immediate
Edge and 30 Day Challenge with unqualified opinions.


                                      -12-

<PAGE>


























                       IMMEDIATE EDGE FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

<PAGE>
                                      INDEX


PAGE 1       Report of Independent Registered Public Accounting Firm

PAGE 2       Statements of Net Assets To Be Sold

PAGE 3       Statements of Revenue and Expenses

PAGE 4       Statements of Changes in Net Assets

PAGE 5       Statements of Cash Flows

PAGE 6       Notes to the Financial Statements
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Owner
of Immediate Edge


We  have  audited  the  accompanying  statements  of net  assets  to be  sold of
Immediate  Edge (the  "Company")  as of June 30, 2009 and 2008,  and the related
statements of revenue and expenses, changes in net assets and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Immediate Edge, as of June 30,
2009 and 2008,  and the  results  of its  operations  and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.



/s/ MARCUM, LLP
New York, NY
September 21, 2010









                                      -1-
<PAGE>

                                 IMMEDIATE EDGE
                       STATEMENTS OF NET ASSETS TO BE SOLD

<TABLE>
<CAPTION>
                                                            June                June
                                                          30, 2009            30, 2008
                                                       ---------------     ---------------
<S>                                                    <C>                 <C>


Assets

Current Assets

         Cash and cash equivalents                     $        2,511      $        7,161
                                                       ---------------     ---------------

                Total  current assets                           2,511               7,161
                                                       ---------------     ---------------

                Total assets                           $        2,511      $        7,161
                                                       ===============     ===============


Liabilities and Net Assets to Be Sold

Current Liabilities

         Deferred Revenue                              $       22,725      $       10,402
                                                       ---------------     ---------------

                Total current liabilities                      22,725              10,402
                                                       ---------------     ---------------

                Total liabilities                              22,725              10,402
                                                       ---------------     ---------------

Net Assets to Be Sold                                         (20,214)             (3,241)
                                                       ---------------     ---------------

Total Liabilities And Net Assets to Be Sold             $       2,511      $        7,161
                                                       ===============     ===============

</TABLE>
















     The accompanying notes are an integral part of the financial statements

                                      -2-
<PAGE>
                                 IMMEDIATE EDGE
                       STATEMENTS OF REVENUE AND EXPENSES


                                                      Year Ended
                                                       June 30,
                                                 2009             2008
                                             -------------    -------------

Revenue

        Subscription Revenue                 $    641,002     $    504,009
        Commissions                                20,946                -
                                             -------------    -------------

                  Total Revenue                   661,948          504,009

Operating Expenses                                253,519          251,873
                                             -------------    -------------

Revenue in Excess of Expenses                $    408,429     $    252,136
                                             =============    =============

























     The accompanying notes are an integral part of the financial statements
                                      -3-
<PAGE>
                                 IMMEDIATE EDGE
                       STATEMENTS OF CHANGES IN NET ASSETS


                                                     Year Ended
                                                      June 30,
                                               2009              2008
                                           -------------     -------------

Balance at beginning of year               $     (3,241)     $    (10,311)

Revenue in excess of expenses                   408,429           252,136

Owners distributions                           (425,402)         (245,066)
                                           -------------     -------------

Balance at end of year                     $    (20,214)     $     (3,241)
                                           =============     =============






















     The accompanying notes are an integral part of the financial statements
                                      -4-
<PAGE>

                                 IMMEDIATE EDGE
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                Year Ended
                                                                       June 30,            June 30,
                                                                         2009                2008
                                                                     --------------     ---------------
<S>                                                                  <C>                <C>


Cash Flows from Operating Activities:
     Revenues in excess of expenses                                  $     408,429      $      252,136

     Changes in operating liabilities
        Deferred Revenue                                                    12,323              (3,466)
                                                                     --------------     ---------------

                   Net cash provided by operating activities               420,752             248,670
                                                                     --------------     ---------------

Cash Flows from Financing Activities
        Distributions to Owner                                            (425,402)           (245,066)
                                                                     --------------     ---------------

                   Net cash used for financing activities                 (425,402)           (245,066)
                                                                     --------------     ---------------

Increase (Decrease) in Cash                                                 (4,650)              3,604
Cash - Beginning of Year                                                     7,161               3,557
                                                                     --------------     ---------------

Cash - End of Year                                                   $       2,511      $        7,161
                                                                     ==============     ===============
</TABLE>




















     The accompanying notes are an integral part of the financial statements
                                      -5-
<PAGE>


                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
---------------------------------------------------------

On July 15, 2009, Dan Raine, Cheshire, United Kingdom,(the "Seller"),  completed
the sale of the  Immediate  Edge Business and Assets (the  "Business")  to 30DC,
Inc. (the "Purchaser"),  a non-operating  holding company,  in consideration for
the issuance of 600,000 Shares of Common Stock of the Purchaser. Pursuant to the
business and acquisitions agreement, the Business was sold free and clear of all
Encumberances.  In  conjunction  with  the  Business  sale  was the  Purchaser's
acquisition  of the  Business  and  Assets  of 30  Day  Challenge,  sold  by the
Marillion Partnership in Victoria,  Australia. The acquisitions were pursuant to
an agreement dated November 14, 2008.

Since  January,  2007 the Seller  has  operated  the  Business  which  primarily
consists  of online  education  and  training  in  Internet  marketing  business
techniques for which  entrepreneurs  and  businesses pay a monthly  subscription
fee.  Subscribers  are from all over the  world and each  individual  subscriber
represents less than one-tenth of one percent of revenue.  The Business'  assets
consist  primarily of  internally-developed  intangible  property such as domain
names,  websites,  customer  lists,  trademarks,  copyrights  and goodwill.  The
Business has no fixed assets, inventory or other tangible assets.

The Seller  maintains  other business  operations,  these  financial  statements
present only the assets and operations of the Business sold to the Purchaser.

The Purchaser  entered into a three-year  Consultancy  Agreement with the Seller
for  consulting  services  providing  for among  other  things,  the  payment of
$250,000 in cash remuneration per year.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

REVENUE RECOGNITION

The Business generally applies revenue recognition principles in accordance with
The Accounting Standards  Codification  ("ASC") Topic 605 "Revenue  Recognition"
("ASC  605").  Accordingly  revenue  is  generally  recognized  when  persuasive
evidence of an agreement exists, services have been rendered or product delivery
has  occurred,  the selling price to the customer is fixed or  determinable  and
collectability is reasonable assured.

A customer  enrolling  for a  subscription  provides  evidence that an agreement
exists  and the  price is  fixed at that  time.  All  subscriptions  are paid in
advance and  subscription  revenue is  recognized  ratably  over the term of the
subscription  as the  service is  provided.  Deferred  revenue  consists  of the
unearned  portion of subscription  payments as of the financial  statement date.
Deferred revenue was $22,725 and $10,402 at June 30, 2009 and 2008 respectively.


                                      -6-
<PAGE>
                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and use assumptions that affect certain reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of income and expenses
during the reported  period.  The Company  evaluates  all of its estimates on an
on-going basis.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, the FASB issued ASU 2010-09,  "Subsequent Events (Topic 855) -
Amendments to Certain  Recognition  and  Disclosure  Requirements."  ASU 2010-09
requires an entity that is an SEC filer to evaluate  subsequent  events  through
the date that the financial  statements  are issued and removes the  requirement
that an SEC filer  disclose the date through which  subsequent  events have been
evaluated. ASC 2010-09 was effective upon issuance.

In June 2009 the FASB issued ASC 810,  formerly  SFAS 167,  "Amendments  to FASB
Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates  Interpretation  46(R)'s
exceptions to consolidating qualifying  special-purpose  entities,  contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity.  ASC 810 also contains a new requirement that any
term, transaction,  or arrangement that does not have a substantive effect on an
entity's status as a variable interest entity, a company's power over a variable
interest  entity,  or a company's  obligation  to absorb  losses or its right to
receive  benefits of an entity must be  disregarded  in applying  Interpretation
46(R)'s  provisions.  The elimination of the qualifying  special-purpose  entity
concept and its consolidation  exceptions means more entities will be subject to
consolidation assessments and reassessments.  ASC 810 will be effective April 1,
2010.  The  adoption of this  pronouncement  is not  expected to have a material
impact on the Company's financial position and results of operations.

In August 2009, FASB issued  Accounting  Standards Update 2009-05 which includes
amendments  to  Subtopic  820-10,   Fair  Value  Measurements  and  Disclosures,
Measuring  Liabilities  at Fair Value which applies to  liabilities  measured at
fair value. The update provides clarification that in circumstances,  in which a
quoted price in an active market for the identical liability is not available, a
reporting  entity is  required  to measure  fair value  using one or more of the
techniques  provided for in this update.  The  amendments in this Update clarify
that a  reporting  entity  is not  required  to  include  a  separate  input  or
adjustment  to other  inputs  relating to the  existence of a  restriction  that
prevents the transfer of the  liability  and also  clarifies  that both a quoted
price in an active market for the identical  liability at the  measurement  date
and the quoted price for the identical  liability  when traded as an asset in an
active market when no  adjustments to the quoted price of the asset are required
are Level 1 fair  value  measurements.  The  adoption  of this  standard  is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

                                      -7-
<PAGE>
                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

The FASB  has  published  FASB  Accounting  Standards  Update  2009-13,  Revenue
Recognition  (Topic   605)-Multiple   Deliverable  Revenue   Arrangements  which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services  (deliverables)  separately rather than as a
combined  unit.  Specifically,  this  guidance  amends the  criteria in Subtopic
605-25,  Revenue   Recognition-Multiple-Element   Arrangements,  for  separating
consideration in multiple-deliverable  arrangements. This guidance establishes a
selling price  hierarchy  for  determining  the selling price of a  deliverable,
which is based on:  (a)  vendor-specific  objective  evidence;  (b)  third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation  and  requires  that  arrangement  consideration  be allocated at the
inception of the  arrangement  to all  deliverables  using the relative  selling
price method and also requires expanded  disclosures.  FASB Accounting Standards
Update 2009-13 is effective  prospectively for revenue arrangements entered into
or  materially  modified in fiscal  years  beginning  on or after June 15, 2010.
Early  adoption is  permitted.  The adoption of this standard is not expected to
have a  material  impact on the  Company's  financial  position  and  results of
operations.

The FASB has issued  Accounting  Standards Update (ASU) No. 2010-06,  Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This ASU requires some new disclosures and clarifies some existing
disclosure   requirements   about  fair  value   measurement  as  set  forth  in
Codification  Subtopic 820-10. ASU 2010-06 amends  Codification  Subtopic 820-10
and  now  requires  a  reporting  entity  to use  judgment  in  determining  the
appropriate  classes of assets and liabilities and to provide  disclosures about
the  valuation  techniques  and  inputs  used to  measure  fair  value  for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting  periods beginning after December 15, 2009, as this
standard  relates  specifically  to  disclosures,  the adoption will not have an
impact on the Company's financial position and results of operations.

In March 2010, the FASB issued ASU No. 2010-17,  Revenue Recognition-- Milestone
Method  (Topic 605):  Milestone  Method of Revenue  Recognition.  This  standard
provides that the milestone  method is a valid  application of the  proportional
performance model for revenue  recognition if the milestones are substantive and
there is substantive  uncertainty about whether the milestones will be achieved.
Determining whether a milestone is substantive  requires judgment that should be
made  at  the  inception  of  the  arrangement.  To  meet  the  definition  of a
substantive  milestone,  the consideration earned by achieving the milestone (1)
would  have to be  commensurate  with  either  the level of effort  required  to
achieve the milestone or the enhancement in the value of the item delivered, (2)
would have to relate  solely to past  performance,  and (3) should be reasonable
relative  to  all  deliverables  and  payment  terms  in  the  arrangement.   No
bifurcation of an individual milestone is allowed and there can be more than one
milestone  in an  arrangement.  The new  standard is  effective  for interim and
annual  periods  beginning  on or after  June 15,  2010.  The  adoption  of this
standard is not expected to have a material  impact on the  Company's  financial
position and results of operations.

                                      -8-
<PAGE>
                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on our  consolidated  financial
statements upon adoption.

NOTE 3.  RELATED PARTY TRANSACTIONS
-----------------------------------

The Business paid  commissions of $21,000 and $138,262 to Marillion  Partnership
during the years ended June 30, 2009 and 2008 respectively. During the financial
statement period, Marillion Partnership was the owner of 30 Day Challenge.

Subsequent to the financial  statement  period 30 Day Challenge and the Business
were both acquired by 30DC, Inc. The acquisitions  were pursuant to an agreement
dated November 14, 2008.

Dan  Raine,  the sole owner  during the  financial  statement  period,  received
owner's  distributions  of $425,402 and $245,066 during the years ended June 30,
2009 and 2008 respectively.

NOTE 4.  INCOME TAXES
---------------------

The  Business  was  owned  and  operated  by a sole  proprietor.  The  owner  is
responsible for the tax liability,  if any.  Accordingly no provision for income
taxes is reflected in the accompanying financial statements.

NOTE 5.  COMMITMENTS
--------------------

In June 2009,  30DC, Inc., which purchased the assets of the Business and 30 Day
Challenge on July 15, 2009, entered into a three year consultancy agreement with
Dan Raine and three year executive services  agreements with Ed Dale and Clinton
Carey.  The contracts are  noncancelable by either party for the first two years
and with six months notice by either party after that.

Cash remuneration  under Mr, Raine and Mr, Dale's contracts is $250,000 per year
and Mr. Carey's $200,000 per year. If in any year starting from the commencement
date,  revenues  of  30DC,  Inc.  doubles  then a  bonus  equal  to 50% of  cash
remuneration will be due in shares of 30DC, Inc. as additional compensation.

In the event of a change in control of 30DC, Inc. the cash  remuneration for the
remainder of the contract term will come due and an additional 50% bonus will be
due in shares of 30DC, Inc.

During the term of the  agreement,  Dan  Raine,  Ed Dale and  Clinton  Carey are
prohibited from engaging in any other business activity that competes with 30DC,
Inc.  without  written  consent  of the 30DC,  Inc.  board of  directors  and is
required to spend all his normal working time on the business of 30DC, Inc.


                                      -9-
<PAGE>

                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 6.  SUBSEQUENT EVENTS
--------------------------

The Company evaluates events that have occurred after the balance sheet date but
before the financial  statements are issued.  Based upon the review,  other than
the items  outlined  below,  the  Company did not  identify  any  recognized  or
non-recognized   subsequent  events  that  would  have  required  adjustment  or
disclosure in the financial statements.

On July 15, 2009, Dan Raine, Cheshire, United Kingdom,(the "Seller"),  completed
the sale of the Immediate  Edge Business and Assets (the  "Business")  to 30 DC,
Inc. (the "Purchaser"),  a non-operating  holding company,  in consideration for
the issuance of 600,000 Shares of Common Stock of the Purchaser. Pursuant to the
business and acquisitions agreement, the Business was sold free and clear of all
Encumberances.  In  conjunction  with  the  Business  sale  was the  Purchaser's
acquisition  of the  Business  and  Assets  of 30  Day  Challenge,  sold  by the
Marillion Partnership in Victoria,  Australia. The acquisitions were pursuant to
an agreement dated November 14, 2008.

On September 10, 2010, shareholders of 30DC, Inc. exchanged 100% of their shares
in  30DC,  Inc.  for  60,984,000   shares  of  Infinity   Capital  Group,   Inc.
("Infinity"),  a publicly traded over the counter  company.  30DC, Inc. became a
wholly owned subsidiary of Infinity Capital Group,  Inc. which intends to change
its  name  to  30DC,  Inc.  Holdings.  After  the  share  exchange,  the  former
shareholders in 30DC, Inc. held slightly more than 90% of the outstanding shares
in Infinity  and the  officers of 30DC,  Inc.  became the  officers of Infinity.
30DC,  Inc. had contracted  with two  consultants to advise on the process which
resulted in completion of the share  exchange.  Compensation  to the consultants
was  contingent on completion  of the share  exchange or a similar  transaction.
With  completion of the share  exchange,  $250,000 is owed to  Jesselton,  Ltd a
consulting firm which Mr. Clinton Carey,  Chief Operating  Officer of 30DC, Inc.
is  associated  with  and  $250,000  Australian  Dollars  is owed  to the  other
consultant.  The Company expects to pay these amounts partially in shares of the
Company and partially in cash funds over a period of time.

In August 2010, 30DC, Inc. issued a private placement memorandum ("PPM") seeking
to raise a maximum of  $3,000,000  at a price of 26 cents per unit or 11,538,462
units if the  $3,000,000  maximum is raised.  Each unit  consists  of one common
share of stock of Infinity,  a warrant  exercisable for 90 days from the date of
issuance,  to purchase one common share of Infinity with an exercise price of 37
cents and a warrant,  exercisable  for five years from the date of issuance,  to
purchase one common share of Infinity for 50 cents. During the fiscal year ended
June 30,  2010,  30DC,  Inc.  received  $501,590  under a prior PPM that had not
closed;  those funds were considered to be interest free loans pending  closing.
Pursuant to an agreement with the subscribers,  the $501,590 will become part of
the August 2010 PPM. In addition,  $162,500 was being held by an escrow agent to
be  released to 30DC,  Inc.  upon both  completion  of the share  exchange  with
Infinity and the issuance of the June 30, 2009 and 2008 audits of Immediate Edge
and 30 Day Challenge with unqualified opinions.

                                      -10-
<PAGE>


         (D) EXHIBITS.  The  following is a complete  list of exhibits  filed as
part of this Report.  Exhibit  numbers  correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.

 EXHIBIT NO.                          DESCRIPTION
------------      --------------------------------------------------------------
         2.1      Plan and  Agreement of  Reorganization  by and among  Infinity
                  Capital Group, Inc. and 30DC, Inc.**

         2.2      Immediate Edge Business and Assets Acquisition Agreement *

         2.3      30 Day Challenge Business and Assets Acquisition Agreement *

         3.1      Articles of Incorporation of 30DC, Inc.**

         3.2      Bylaws of 30DC, Inc.**

         10.1     Employment Agreement - Edward Dale, dated July 15, 2009*

         10.2     Employment Agreement - Clinton Carey, dated June 19, 2009*

         10.3     Consultancy Agreement - Dan Raine, dated July 15, 2009*

         16.1     Letter of Change in Certifying Accountant, dated September 21,
                  2010*

         23.1     Resignation of Larry  O'Donnell,  CPA, PC dated  September 21,
                  2010*


--------------------
* Filed Herewith.
** Filed as  Exhibits  to the  Current  Report on Form 8K filed  with the SEC on
September 10, 2010.































                                      -17-

<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                                  INFINITY CAPITAL GROUP, INC.


                                  By: /s/ Theodore A. Greenberg
                                     -------------------------------------------
                                  Theodore A. Greenberg, Chief Financial Officer
                                  Date: September 21, 2010































                                      -18-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>2
<FILENAME>immededgeagr.txt
<TEXT>


















                                   EXHIBIT 2.2

            IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT


<PAGE>


IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT





30DC, INC.


and


Dan Raine



















HWL EBSWORTH
        LAWYERS

Level 14, Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656

WWW.HWLEBSWORTH.COM.AU
Ref:     PJS:SS:164845






<PAGE>
                               TABLE OF CONTENTS


1.   DEFINITIONS AND INTERPRETATION...........................................1

     1.1      DEFINITIONS.....................................................1
     1.2      INTERPRETATION..................................................6
     1.3      BUSINESS DAY AND DAY............................................6

2.   CONDITIONS PRECEDENT.....................................................7

     2.1      CONDITION PRECEDENT.............................................7
     2.2      REASONABLE ENDEAVOURS...........................................7
     2.3      NOTICE..........................................................7
     2.4      WAIVER..........................................................7
     2.5      CUT-OFF DATE....................................................7
     2.6      RIGHTS AFTER TERMINATION........................................7

3.   SALE AND PURCHASE........................................................8

     3.1      SALE............................................................8
     3.2      FREE FROM ENCUMBRANCE...........................................8
     3.3      CONSIDERATION...................................................8

4.   PERIOD BEFORE COMPLETION.................................................8

     4.1      CARRYING ON OF BUSINESS.........................................8
     4.2      RESTRICTIONS....................................................8
     4.3      NOTICE TO CUSTOMERS.............................................9
     4.4      ACCESS AND ASSISTANCE...........................................9

5.   COMPLETION...............................................................9

     5.1      TIME AND PLACE..................................................9
     5.2      TITLE AND RISK..................................................9
     5.3      DELIVERY OF BUSINESS............................................9
     5.4      COMPLETION OBLIGATIONS OF THE PURCHASER.........................9
     5.5      VENDOR'S OBLIGATIONS AT COMPLETION.............................10
     5.6      ASSIGNMENT OF IMMEDIATE EDGE BUSINESS INTELLECTUAL PROPERTY....11
     5.7      COMPLETION ACTIONS ARE SIMULTANEOUS............................11

6.   PERIOD AFTER COMPLETION.................................................11

     6.1      CARRYING ON OF BUSINESS........................................11
     6.2      DOCUMENTS TO BE AVAILABLE AFTER COMPLETION.....................11
     6.3      PAYMENTS BELONGING TO THE PURCHASER............................11

7.   ADJUSTMENTS.............................................................12

8.   CONTRACTS AND APPROVALS.................................................12

     8.1      GENERALLY......................................................12
     8.2      NOVATION OR ASSIGNMENT.........................................12
     8.3      FAILED ASSIGNMENT OR NOVATION..................................12
     8.4      INDEMNITY FROM THE VENDOR......................................13
<PAGE>

9.   ASSUMED LIABILITIES.....................................................13

     9.1      ASSUMPTION OF ASSUMED LIABILITIES..............................13
     9.2      DEBTS AND LIABILITIES OWING BY THE VENDOR......................13

10.  WARRANTIES..............................................................13

     10.1     GIVING OF WARRANTIES...........................................13
     10.2     INVESTIGATION BY THE VENDOR....................................14
     10.3     INVESTIGATION BY THE PURCHASER.................................14
     10.4     INDEPENDENT WARRANTIES.........................................14
     10.5     INDEMNITY BY THE VENDOR........................................14
     10.6     INDEMNITY BY THE PURCHASER.....................................14
     10.7     RELIANCE.......................................................15
     10.8     NON-MERGER AND SURVIVAL OF WARRANTIES..........................15
     10.9     CONTINUING VENDOR'S INDEMNITIES AND SURVIVAL OF INDEMNITIES....15
     10.10    LIMITATION OF LIABILITY UNDER THE VENDOR WARRANTIES............15
     10.11    CONTINUING PURCHASER INDEMNITIES AND SURVIVAL OF INDEMNITIES...15
     10.12    LIMITATION OF LIABILITY UNDER THE PURCHASER WARRANTIES.........16
     10.13    BREACH OF WARRANTY.............................................16
     10.14    WARRANTIES LIMITED BY EXTENT OF KNOWLEDGE......................16

11.  LIMITATION OF LIABILITY.................................................16

     11.1     NO LIABILITY - PURCHASER.......................................16
     11.2     NO LIABILITY - VENDOR..........................................17
     11.3     MINIMUM AMOUNT OF CLAIMS.......................................17
     11.4     MAXIMUM LIABILITY FOR CLAIMS...................................17
     11.5     REIMBURSEMENT FOR AMOUNTS RECOVERED............................17
     11.6     THIRD PARTY CLAIMS.............................................18
     11.7     NON-EXCLUDABLE TERMS...........................................18

12.  TAX LIABILITY...........................................................18

     12.1     VENDOR MUST CO-OPERATE.........................................18
     12.2     PAYMENT OF TAX.................................................18

13.  RECORDS.................................................................19

14.  RESTRAINT...............................................................19

     14.1     DEFINITION.....................................................19
     14.2     UNDERTAKINGS BY THE VENDOR.....................................19
     14.3     SEPARATE UNDERTAKINGS..........................................20
     14.4     VALUE OF THE IMMEDIATE EDGE BUSINESS...........................20
     14.5     LEGAL ADVICE...................................................20
     14.6     INJUNCTION.....................................................20
     14.7     SURVIVAL OF OBLIGATIONS........................................20
<PAGE>

15.  EXCLUSIVITY.............................................................20

16.  ANNOUNCEMENTS...........................................................20

     16.1     LEGAL REQUIREMENTS.............................................20
     16.2     DISCLOSURE TO OFFICERS AND PROFESSIONAL ADVISERS...............21
     16.3     FURTHER PUBLICITY..............................................21

17.  DUTIES, COSTS AND EXPENSES..............................................21

     17.1     DUTIES.........................................................21
     17.2     COSTS AND EXPENSES.............................................21
     17.3     COSTS OF PERFORMANCE...........................................21

18.  NOTICES.................................................................21

     18.1     METHOD.........................................................21
     18.2     RECEIPT........................................................22
     18.3     ADDRESS OF PARTIES.............................................22

19.  GENERAL.................................................................23

     19.1     GOVERNING LAW AND JURISDICTION.................................23
     19.2     AMENDMENT......................................................23
     19.3     WAIVER.........................................................23
     19.4     EXERCISE OF A RIGHT............................................23
     19.5     ASSIGNMENT.....................................................23
     19.6     SEVERANCE......................................................23
     19.7     COUNTERPARTS...................................................24
     19.8     NO MERGER......................................................24
     19.9     CONSENT........................................................24
     19.10    SURVIVAL OF INDEMNITIES........................................24
     19.11    ENTIRE AGREEMENT...............................................24
     19.12    EXTENT THAT THE LAW PERMITS....................................24
     19.13    POWER OF ATTORNEY..............................................24
     19.14    CUMULATIVE RIGHTS..............................................24
     19.15    FURTHER ASSURANCES.............................................25
     19.16    CONFIDENTIALITY................................................25
     19.17    ENFORCEMENT OF INDEMNITIES.....................................26
     19.18    SPECIFIC PERFORMANCE...........................................26
     19.19    KNOWLEDGE OF THE WARRANTOR.....................................26
     19.20    TIME OF THE ESSENCE............................................26
     19.21    INCONSISTENCY..................................................26
<PAGE>

SCHEDULE 1 VENDOR WARRANTIES.................................................27

SCHEDULE 2 PURCHASER WARRANTIES..............................................38

SCHEDULE 3 IMMEDIATE EDGE INTELLECTUAL PROPERTY..............................42

SCHEDULE 4 INTERNET PRODUCTS.................................................43

SCHEDULE 5 DISCLOSURE STATEMENT..............................................44

SCHEDULE 6 CUSTOMER LISTS....................................................45

SCHEDULE 7 ASSUMED LIABILITIES...............................................46

SCHEDULE 8 CONTRACTS.........................................................47

ANNEXURE ACCOUNTS............................................................49

ANNEXURE B DAN RAINE CONSULTANCY AGREEMENT...................................50

<PAGE>

IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT


DATE                       July 2010
--------------------------

PARTIES
--------------------------

                           30DC, INC. of 69 Ardmillan Road
                           Moonee Ponds, Victoria, Australia

                                                                     (PURCHASER)

                           DAN RAINE of 7 Norman Road
                           Runcorn, Cheshire, WA7 SPE, United Kingdom


                                                                        (VENDOR)


BACKGROUND
--------------------------
A.                         The Vendor  owns the  Business Assets  and carries on
                           the Immediate Edge Business.

B.
                           The Purchaser was  incorporated  in Delaware,  United
                           States of America on October 17, 2008 for the purpose
                           of    acquiring     and     developing     successful
                           internet-related  marketing  products,  services  and
                           technology businesses.
C.
                           Pursuant to the Overarching Deed of Agreement entered
                           into by the  Purchaser,  the  WCCL  Shareholders  (as
                           defined below),  WCCL (as defined  below),  Marillion
                           (as defined  below),  Dale (as defined below) and the
                           Vendor on or about 14 November  2008,  the  Purchaser
                           agreed to acquire the Immediate Edge Business and the
                           Business  Assets from the Vendor in  accordance  with
                           the terms and conditions of this Agreement.
D.
                           The Vendor agrees to sell and the Purchaser agrees to
                           purchase the Immediate Edge Business and the Business
                           Assets  in   consideration   for  the  issue  by  the
                           Purchaser  of  600,000  Shares on  Completion  to the
                           Vendor or his  nominee(s) on the terms and conditions
                           of this Agreement.
E.
                           Completion of this  Agreement is  conditional  on the
                           completion  of  the  30 Day  Challenge  Business  and
                           Assets Acquisition Agreement (as defined below).

                           -----------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context requires otherwise:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
educational program owned and operated by Marillion;

                                      -1-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

         30 DAY CHALLENGE  BUSINESS AND ASSETS  ACQUISITION  AGREEMENT means the
         business  and assets  acquisition  agreement to be entered into between
         the Purchaser,  Marillion and Dale for the acquisition by the Purchaser
         of the 30 Day Challenge Business;

         ACCOUNTING STANDARDS means:

         (a)      in  relation  to  the  Purchaser,  the  applicable  accounting
                  standards  and  practices   required   under  the   applicable
                  Legislation of the State of Delaware, United States of America
                  and, to the extent none are  applicable,  in  accordance  with
                  accounting  principles and practices generally accepted in the
                  United States of America; and

         (b)      in relation to the Vendor, the applicable accounting standards
                  (as that term is defined in section 256 of the  COMPANIES  ACT
                  1985  (UK))  and  to  the  extent  none  are  applicable,   in
                  accordance with accounting  principles and practices generally
                  accepted in England and Wales;

         ACCOUNTS  means the  unaudited  balance  sheet,  income  statement  and
         statement  of cashflow of the Vendor in respect of the  Immediate  Edge
         Business  as at the  Accounts  Date  and  the  unaudited  statement  of
         financial  performance  of the Vendor in respect of the Immediate  Edge
         Business for the financial year ending on the Accounts Date, set out in
         the Annexure;

         ACCOUNTS DATE means 30 June 2010;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

         APPROVALS   means   the   permits,   licences,   consents   and   other
         authorisations relating to the Immediate Edge Business;

         ASSUMED LIABILITIES means the Trade Creditors;

         BUSINESS ASSETS means all the assets owned by the Vendor including:

         (a)      the Goodwill;

         (b)      the Internet Products;

         (c)      the Immediate Edge Business Intellectual Property;

         (d)      the Immediate Edge Business Names;

         (e)      the custom of the customers described in the Customer Lists;

         (f)      the Records;

         (g)      the benefit of the Contracts;

         (h)      the benefit of the supply agreements;

         (i)      the benefit of the Approvals;

         (j)      the Trade Debtors; and

         (k)      all other  tangible or  intangible  Business  Assets owned and
                  used by the Vendor in the Immediate Edge Business;

                                      -2-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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         BUSINESS  DAY  means a day on which  banks  are open  for  business  in
         Delaware,  United  States of America,  but  excluding  any  Saturday or
         Sunday;

         CASH  means  the cash at bank on  deposit  or at hand of the  Vendor in
         respect of the Business and other amounts  constituting cash within the
         meaning of the Accounting Standards as at the date of this Agreement;

         CLAIM means any allegation,  debt, cause of action,  Liability,  claim,
         proceeding,  suit or demand of any nature howsoever arising and whether
         present  or  future,  fixed or  unascertained,  actual  or  contingent,
         whether at law, in equity, under statute or otherwise;

         COMPLETION  means  the  completion  of the  sale  and  purchase  of the
         Immediate  Edge  Business  and  the  Business  Assets,  the  issue  and
         allotment  of the  Immediate  Edge  Issue  Shares  and the other  steps
         required under clause 5;

         COMPLETION DATE means the date on which Completion  occurs under clause
         5;

         CONFIDENTIAL INFORMATION means:

         (a)      a  trade  secret,   information,   idea,  concept,   know-how,
                  technology,  process and knowledge which is confidential or of
                  a sensitive nature; but

         (b)      it does not include:

                  (i)      anything in the public domain; or

                  (ii)     anything   known  to  the  recipient   party  of  the
                           confidential  information  before this  Agreement  is
                           executed;

         CONTRACTS  means the  agreements,  tenders,  quotations  and  orders in
         respect of the  Immediate  Edge Business to which the Vendor is a party
         and that are wholly or partly to be performed after Completion;

         CUSTOMER  LISTS means the lists of all of the  customers  of the Vendor
         including without limitation, the list of customers set out in Schedule
         6;

         DALE  means  Edward  Wells Dale of 69  Ardmillan  Road,  Moonee  Ponds,
         Victoria, Australia;

         DAN RAINE CONSULTANCY AGREEMENT means the consultancy agreement between
         the  Purchaser  and  the  Vendor  to be  executed  prior  to or on  the
         Completion  Date,  a copy of which is  attached  to this  Agreement  as
         Annexure B;

         DISCLOSURE STATEMENT is the statement set out in Schedule 5;

         DOMAIN NAMES means the domain names listed in Item 4 Schedule 3;

         ENCUMBRANCE means any encumbrance,  and includes any mortgage,  charge,
         pledge or lien;

         GOODWILL  means the  goodwill  of the  Vendor in and  attaching  to the
         Immediate Edge Business;

         GOVERNMENTAL AGENCY means any governmental,  administrative,  monetary,
         fiscal or judicial body, department,  commission,  authority, tribunal,
         agency or entity in any part of the world;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Vendor;

         IMMEDIATE EDGE BUSINESS  INTELLECTUAL  PROPERTY means the  Intellectual
         Property  Rights  set out in  Schedule  3; and any  other  Intellectual
         Property  Rights owned by the Vendor and relating to the Immediate Edge
         Business;

         IMMEDIATE EDGE BUSINESS  NAMES means the  registered  and  unregistered
         business names listed in Item 1 Schedule 3;

                                      -3-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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         IMMEDIATE EDGE ISSUE SHARES means 600,000 Shares;

         INTELLECTUAL  PROPERTY  LICENCE means an agreement under which a person
         obtains the right to use an Intellectual  Property Right which does not
         give ownership of an Intellectual Property Right;

         INTELLECTUAL PROPERTY RIGHT means:

         (a)      a company name;

         (b)      a business name;

         (c)      a domain name;

         (d)      a trade mark;

         (e)      a logo;

         (f)      a design;

         (g)      copyright;

         (h)      Confidential Information and know-how;

         (i)      a patent, a patent application,  a discovery,  an invention, a
                  registered and unregistered  design, a copyright and a similar
                  right; or

         (j)      an Intellectual Property Licence;

         INTERNET  PRODUCTS  means the software,  computer  programs and related
         internet products created by the Vendor for the Immediate Edge Business
         or used in the  conduct  of the  Immediate  Edge  Business,  set out in
         Schedule 4;

         LAW  includes  any  requirement  of  any  statute,   rule,  regulation,
         proclamation,  ordinance  or by law,  present  or future,  and  whether
         state, federal or otherwise;

         LEGISLATION means any Law or industrial or employment award,  agreement
         or instrument;

         LIABILITY means any debt or other monetary  liability or penalty,  fine
         or  payment  or  any  liabilities   (whether   actual,   contingent  or
         prospective),  losses, damages, costs and expenses of whatsoever nature
         or description including without limitation, any loans;

         LOSS  means  any  damage,  loss,  cost,  Claim,  liability  or  expense
         (including legal costs and expenses);

         MARILLION  means  Marillion  Partnership of 69 Ardmillan  Road,  Moonee
         Ponds, Victoria, Australia;

         MATERIAL ADVERSE EFFECT means:

         (a)      in relation to a Warranty,  a material  adverse  effect on the
                  financial   condition  or   operations  or  prospects  of  the
                  Immediate  Edge  Business  taken as a whole (when  compared to
                  what the financial condition or operations or prospects of the
                  Immediate  Edge Business  would be if the Warranty were true);
                  and

         (b)      when used in all other cases in relation to the Immediate Edge
                  Business,   a  material   adverse   effect  on  the  financial
                  conditions,  or operations or prospects of the Immediate  Edge
                  Business taken as a whole.

                                      -4-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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         For the  purposes  of this  definition,  a material  adverse  effect is
         deemed to include any  reduction  in the Net  Profits  After Tax of the
         Business of 10% or more;

         NET  PROFITS  AFTER TAX is to be  interpreted  in  accordance  with the
         Accounting Standards;

         OVERARCHING  DEED OF AGREEMENT means the overarching  deed of agreement
         entered  into by the  Purchaser,  the WCCL  Shareholders,  WCCL,  Dale,
         Marillion  and the Vendor dated on or about 14 November 2008 in respect
         of the  acquisition  by the  Purchaser of the Sale  Shares,  the 30 Day
         Challenge Business and the Immediate Edge Business;

         PURCHASER  WARRANTY  means each of the  representations  and warranties
         made by the Purchaser listed in Schedule 2;

         RECORDS  means  originals  and copies,  in machine  readable or printed
         form, of all books, files, manuals, reports,  records,  correspondence,
         documents  and other  material  of,  relating to or used in  connection
         with, the Immediate Edge Business or the Business Assets and includes:

         (a)      sales literature, market research reports, brochures and other
                  promotional  material (including  printing blocks,  negatives,
                  sound tracks and associated material);

         (b)      all sales and purchasing records;

         (c)      lists of all regular suppliers and distributors;

         (d)      the Customer Lists; and

         (e)      trading and financial records;

         SHARE means a fully paid  ordinary  share in the issued  capital of the
         Purchaser and SHARES means any two or more of them;

         TAXES includes all taxes,  rates,  duties and similar  charges  levied,
         imposed or assessed by statute in Delaware, United States of America or
         elsewhere, together with any additional tax, interest, penalty, charge,
         fee or other  amount  of any  kind  assessed,  charged  or  imposed  in
         relation to the non,  late or short  payment of the same or the failure
         to file any return, and TAX has a corresponding meaning;

         TRADE  CREDITORS  means the trade creditors in respect of the supply of
         goods and  services to the  Immediate  Edge  Business  in the  ordinary
         course which are owing at Completion, as set out in Schedule 7;

         TRADE DEBTORS means the trade debtors of the Vendor in respect of trade
         debts and other  receivables  owed to the Vendor at Completion  and any
         notes and securities for them held by the Vendor;

         TRADE MARKS means the registered and unregistered trade marks listed in
         Item 2 Schedule 3;

         VENDOR WARRANTY means each of the  representations  and warranties made
         by the Vendor listed in Schedule 1;

         WARRANTY means a Purchaser Warranty or a Vendor Warranty;

         WCCL means White Cliff Computing Limited (Company  Registration  Number
         03725881) whose registered office is at The Grange,  Tursdale,  Durham,
         County Durham, DH6 5NU, United Kingdom; and

         WCCL SHAREHOLDERS means Karl Moore and Patricia Moore.

                                      -5-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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1.2      INTERPRETATION

         In this Agreement, unless the context requires otherwise:

         (a)      headings are included for  convenience  only and do not affect
                  interpretation;

         (b)      a  reference  to a  document  includes  a  reference  to  that
                  document  as  amended,   novated,   supplemented,   varied  or
                  replaced;

         (c)      a reference to a part,  clause,  party,  annexure,  exhibit or
                  Schedule  is a  reference  to an  item  of  that  type in this
                  Agreement and includes a reference to the  provisions or terms
                  of that part, clause, Annexure, exhibit or Schedule;

         (d)      a reference to a PARTY to this  document  includes the party's
                  successors  and  permitted  assigns and includes any person to
                  whom this Agreement is novated;

         (e)      a reference  to US$ or US DOLLARS is a reference to the lawful
                  currency of the United States of America;

         (f)      a provision of this Agreement is not to be construed against a
                  party solely on the ground that the party is  responsible  for
                  the preparation of this Agreement or a particular provision;

         (g)      a  reference  to  liquidation   includes   appointment  of  an
                  administrator,  compromise, arrangement, merger, amalgamation,
                  reconstruction,  winding up,  dissolution,  assignment for the
                  benefit of creditors,  scheme  composition  or  arrangement of
                  creditors, insolvency,  bankruptcy or any similar procedure or
                  if applicable  changes in the constitution of a partnership or
                  the death of a person;

         (h)      a reference  to a body which is not a party to this  Agreement
                  which   ceases  to  exist  or  whose   power  or  function  is
                  transferred  to another body, is a reference to the body which
                  replaces or substantially succeeds to the power or function of
                  the first body; and

         (i)      a reference as far as the Purchaser or the Vendor is aware, or
                  words to that  effect,  in  relation  to a  matter,  is to the
                  knowledge the Purchaser or the Vendor (as the case may be) has
                  after  making,  or would have if he had made,  due and careful
                  enquiries in relation to that matter.

1.3      BUSINESS DAY AND DAY

         (a)      If this Agreement  requires that the day on which a thing must
                  be done is a day which is not a Business  Day, then that thing
                  must be done on or by the next Business Day.

         (b)      If an event  occurs on a day which is not a Business  Day,  or
                  occurs  later  than 5.00 pm local  time at the place  that the
                  event occurs, then the event is deemed to have occurred on the
                  next Business Day in the place that the event occurs.

         (c)      A  reference  to a day is a reference  to a time period  which
                  begins at midnight and ends 24 hours later.

         (d)      A reference  to a period of time unless  specifically  written
                  otherwise, excludes the first day of that period.

                                      -6-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

2.       CONDITIONS PRECEDENT
--------------------------------------------------------------------------------

2.1      CONDITION PRECEDENT

         The  parties  agree  that  this  Agreement  is  conditional   upon  the
         completion  of the 30 Day  Challenge  Business  and Assets  Acquisition
         Agreement.

2.2      REASONABLE ENDEAVOURS

         (a)      The  Purchaser  must use its best  endeavours  to satisfy  the
                  condition for Completion set out in clause 2.1 so as to permit
                  Completion  to occur in accordance  with this  Agreement by no
                  later than 1 August 2010.

         (b)      The   Purchaser   hereby   undertakes  to  notify  the  Vendor
                  immediately upon becoming aware of:

                  (i)      any breach of this Agreement by the Purchaser;

                  (ii)     a  Purchaser  Warranty  becoming   materially  false,
                           misleading or incorrect; or

                  (iii)    a material  adverse  change  occurring in relation to
                           the Purchaser.

         (c)      The Vendor undertakes to notify the Purchaser immediately upon
                  becoming aware of:

                  (i)      any breach of this Agreement by the Vendor;

                  (ii)     a  Vendor   Warranty   becoming   materially   false,
                           misleading or incorrect; or

                  (iii)    a material  adverse  change  occurring in relation to
                           the Immediate Edge Business.

2.3      NOTICE

         The Purchaser must promptly  notify the Vendor in writing as soon as it
         becomes  aware  that the  condition  for  Completion  in clause  2.1 is
         satisfied or cannot be satisfied.

2.4      WAIVER

         The  condition  for  Completion in clause 2.1 may be waived only by the
         Purchaser.

2.5      CUT-OFF DATE

         If the  condition  for  Completion  set out in  clause  2.1  cannot  be
         satisfied or is not satisfied or waived on or before 30 September  2010
         or such other date as agreed by the parties in writing, each party may,
         by not  less  than two  Business  Days  written  notice  to the  other,
         terminate this Agreement.

2.6      RIGHTS AFTER TERMINATION

         (a)      If this  Agreement is terminated  pursuant to clause 2.5 then,
                  in addition to any other rights, powers or remedies under Law:

                  (i)      subject  to the  provisions  of clause  2.6(b),  this
                           Agreement  will be of no further  effect and  neither
                           the  Vendor nor the  Purchaser  will be liable to the
                           other  except  in  respect  of  any  breach  of  this
                           Agreement  occurring before that termination and each
                           party is  released  from its  obligations  to perform
                           under the Agreement; and

                  (ii)     each  party  retains  the rights it has  against  any
                           other party concerning a past breach  including,  but
                           not limited to, a breach of the Warranties.

                                      -7-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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         (b)      Clause  2.6(a)  does not  apply to a  party's  obligations  of
                  confidentiality as set out in clause 19.16.

3.       SALE AND PURCHASE
--------------------------------------------------------------------------------

3.1      SALE

         On the  Completion  Date,  the Vendor must sell, and the Purchaser must
         buy,  all of the  Vendor's  right,  title and  interest in the Business
         Assets and the Immediate Edge Business.

3.2      FREE FROM ENCUMBRANCE

         The Business Assets and the Immediate Edge Business must be transferred
         to the Purchaser free and clear of all Encumbrances.

3.3      CONSIDERATION

         The consideration for the sale of the Business Assets and the Immediate
         Edge  Business to the  Purchaser  is the issue by the  Purchaser of the
         Immediate  Edge Issue  Shares to the Vendor and the  assumption  by the
         Purchaser of the Assumed Liabilities.

4.       PERIOD BEFORE COMPLETION
--------------------------------------------------------------------------------

4.1      CARRYING ON OF BUSINESS

         Until Completion, the Vendor will remain in possession of the Immediate
         Edge Business and agree to:

         (a)      carry on the Immediate Edge Business as a going concern in the
                  ordinary  course of  business,  at arm's  length  and on usual
                  commercial terms;

         (b)      regularly  consult with the Purchaser on the manner of conduct
                  of the Immediate Edge Business;

         (c)      use reasonable endeavours to preserve and maintain the:

                  (i)      relationship  of the Immediate Edge Business with its
                           suppliers,     customers,    licensors,    licensees,
                           distributors and other third parties;

                  (ii)     Goodwill; and

                  (iii)    Business Assets.

4.2      RESTRICTIONS

         Except as  specifically  contemplated by this Agreement or as consented
         to by the Purchaser, the Vendor must not at any time up to Completion:

         (a)      enter into or terminate any contract, commitment,  transaction
                  or  arrangement  relating to the Immediate Edge Business other
                  than one which is in the ordinary course of business and has a
                  total value of less than $10,000;

         (b)      acquire or dispose of any Business Asset other than a disposal
                  or acquisition which is in the ordinary course of business, at
                  fair  market  value  and has a cost  or  value  of  less  than
                  $10,000;

         (c)      engage any new employee;

                                      -8-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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         (d)      encumber,  or grant or agree to grant  any  security  interest
                  over, any or all of the Business Assets;

         (e)      do  anything  that may have a Material  Adverse  Effect on the
                  Immediate Edge Business; or

         (f)      undertake or agree to undertake capital  expenditure in excess
                  of $10,000 in aggregate,

          or enter into any binding agreement to do so.

4.3      NOTICE TO CUSTOMERS

         Prior to  Completion,  the  Vendor  and the  Purchaser  must send out a
         notice  in  an  agreed  form  to  the  Vendor's   customers,   clients,
         distributors  and suppliers and other  business  contacts in respect of
         the sale of the Immediate Edge Business.

4.4      ACCESS AND ASSISTANCE

         (a)      The Vendor must allow the  Purchaser  and its  representatives
                  free and full  access to the  Business  Premises,  Records and
                  other  Business  Assets  to  carry  out  inspections  and  due
                  diligence investigations before the Completion Date.

         (b)      The  Vendor  must  provide  any  information,  assistance  and
                  facilities that the Purchaser reasonably requires to enable it
                  to carry out inspections and due diligence investigations.

5.       COMPLETION
--------------------------------------------------------------------------------

5.1      TIME AND PLACE

         Unless the Vendor and the Purchaser  agree  otherwise,  Completion must
         take place at a time and location  agreed by the  parties,  within five
         Business Days after the condition in clause 2.1 is satisfied or waived.

5.2      TITLE AND RISK

         At Completion, title and the risk in and to the Immediate Edge Business
         and the Business Assets will pass from the Vendor to the Purchaser. The
         Vendor  remains the owner of, and bears all risks in  connection  with,
         the Immediate Edge Business and the Business Assets before Completion.

5.3      DELIVERY OF BUSINESS

         At  Completion,  the Vendor must deliver up possession to and place the
         Purchaser in control of the  Immediate  Edge  Business and the Business
         Assets in accordance with the terms of this Agreement.

5.4      COMPLETION OBLIGATIONS OF THE PURCHASER

         On the Completion Date the Purchaser must:

         (a)      provide the Immediate Edge Issue Shares by:

                  (i)      causing the board of  directors  of the  Purchaser to
                           resolve  that the  Immediate  Edge  Issue  Shares  be
                           issued;

                  (ii)     issuing and allotting the Immediate Edge Issue Shares
                           to the Vendor or his nominee(s);

                                      -9-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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                  (iii)    causing  the name and  address  of the  Vendor or his
                           nominee(s) to be entered into the register of members
                           of the Purchaser; and

                  (iv)     causing the issue to the Vendor or his  nominee(s) of
                           a holding statement or share certificate stating that
                           the  Vendor or his  nominee(s)  is the  holder of the
                           Immediate Edge Issue Shares, and

         (b)      execute the Dan Raine Consultancy Agreement.

5.5      VENDOR'S OBLIGATIONS AT COMPLETION

         At Completion, the Vendor must:

         (a)      deliver to the Purchaser:

                  (i)      possession of each Business Asset capable of delivery
                           by possession;

                  (ii)     executed  instruments of transfer or assignment  that
                           are  required  to vest  the  Business  Assets  in the
                           Purchaser  to enable the  Purchaser  to  conduct  the
                           Immediate  Edge  Business  from   Completion  in  all
                           material  respects  in the same  manner as the Vendor
                           conducts  the  Immediate   Edge  Business   prior  to
                           Completion;

                  (iii)    evidence  satisfactory  to  the  Purchaser  that  the
                           Business Assets are free from all Encumbrances;

                  (iv)     any other document  needed to effect  registration of
                           any Business Asset under Law;

                  (v)      any  other  document  of title  that  relates  to the
                           Business Assets;

                  (vi)     executed  assignments  of rights or  novations of the
                           Approvals  sufficient to enable the Purchaser without
                           further  cost and  expense to receive  the benefit of
                           the Approvals;

                  (vii)    executed assignments of rights or novations of rights
                           and  obligations  under any Contracts  that have been
                           transferred   to  the   Purchaser  at  Completion  in
                           accordance with clause 8;

                  (viii)   executed assignments of the Trade Marks in the agreed
                           form  sufficient  to  enable  the  Purchaser  without
                           further  cost and  expense to become  the  registered
                           holder or applicant in respect of each Trade Mark;

                  (ix)     statements  of change of  persons or  particulars  in
                           respect of each Business Name registration  listed in
                           Item 1 of Schedule 3 in favour of the  Purchaser  for
                           each place where such a business  name is  registered
                           to enable  the  Purchaser  without  further  cost and
                           expense to become the registered  holder or applicant
                           in respect of each such Business Name registration;

                  (x)      executed  assignments  in agreed  form in  respect of
                           each  patent or patent  application  included  in the
                           Immediate   Edge   Business   Intellectual   Property
                           sufficient  to enable the Purchaser  without  further
                           cost and expense to become the  registered  holder or
                           applicant in respect of each such patent;

                  (xi)     executed  documents  evidencing   completion  of  the
                           actions   necessary  to  transfer  the  Domain  Names
                           sufficient  to enable the Purchaser  without  further
                           cost and expense to become the  registered  holder of
                           each such Domain Name; and

                                      -10-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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                  (xii)    evidence that all the bank accounts pertaining to the
                           Immediate  Edge  Business  are  closed  on  and  from
                           Completion;

         (b)      do all other things necessary or desirable to:

                  (i)      transfer  the   unencumbered   legal  and  beneficial
                           ownership  of the  Immediate  Edge  Business  and the
                           Business Assets to the Purchaser;

                  (ii)     complete any other  transaction  contemplated by this
                           Agreement; and

                  (iii)    place  the  Purchaser  in  effective  control  of the
                           Immediate Edge Business; and

         (c)      make available and deliver to the Purchaser:

                  (i)      the Records; and

                  (ii)     all other and existing services to the Immediate Edge
                           Business  and the  Business  Assets  (subject  to the
                           consent of the suppliers of those services); and

         (d)      execute the Dan Raine Consultancy Agreement.

5.6      ASSIGNMENT OF IMMEDIATE EDGE BUSINESS INTELLECTUAL PROPERTY

         With effect from  Completion,  the Vendor  assigns the  Immediate  Edge
         Business Intellectual Property to the Purchaser.

5.7      COMPLETION ACTIONS ARE SIMULTANEOUS

         Completion of the sale and purchase of each Business Asset is dependant
         on the simultaneous  completion of the sale and purchase of every other
         Business Asset,  and all actions required to be performed on Completion
         are to be taken to have occurred simultaneously on the Completion Date.

6.       PERIOD AFTER COMPLETION
--------------------------------------------------------------------------------

6.1      CARRYING ON OF BUSINESS

         For the 12 months  from the  Completion  Date,  the Vendor must (at the
         Vendor's  cost)  use  his  best  endeavours  to make  available  to the
         Purchaser the  information  and  assistance  the  Purchaser  reasonably
         requires  in  connection  with  the  Immediate  Edge  Business  and the
         Business Assets.

6.2      DOCUMENTS TO BE AVAILABLE AFTER COMPLETION

         As soon as possible after Completion the Vendor must give the Purchaser
         all documents and information in respect of the Immediate Edge Business
         that the Purchaser  requests and will  reasonably  need to carry on the
         Immediate  Edge Business or to comply with its  obligations  under this
         Agreement,  including  the Records,  to the extent not delivered to the
         Purchaser on Completion.

6.3      PAYMENTS BELONGING TO THE PURCHASER

         The Vendor must  promptly  remit to the Purchaser any amount the Vendor
         receives in any bank  account  operated by him to the extent it relates
         to an amount belonging to the Purchaser.

                                      -11-
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7.       ADJUSTMENTS
--------------------------------------------------------------------------------

         (a)      The Vendor is  entitled  to the  income,  profits,  rights and
                  benefits  of the  Immediate  Edge  Business  and the  Business
                  Assets  (including  the  benefit  of  all  Contracts  and  all
                  payments  accrued  or due  under  them,  the  Cash and any tax
                  refund or tax credit for any period  ending on or prior to the
                  date of this Agreement) and liable for all periodic  outgoings
                  and  expenses  up to (but  not  including)  the  day on  which
                  Completion occurs.

         (b)      The Purchaser is entitled to the income,  profits,  rights and
                  benefits  of the  Immediate  Edge  Business  and the  Business
                  Assets  (including  the  benefit  of  all  Contracts  and  all
                  payments  accrued  or due  under  them)  and  liable  for  all
                  periodic  outgoings and expenses from (and  including) the day
                  on which Completion occurs.

8.       CONTRACTS AND APPROVALS
--------------------------------------------------------------------------------

8.1      GENERALLY

         As from  Completion,  the  Purchaser  is  beneficially  entitled to the
         benefit of the Contracts and the Approvals.

8.2      NOVATION OR ASSIGNMENT

         The Vendor must use his best  endeavours to obtain the consent of third
         parties to the Contracts and Approvals  (where  consent is required) to
         the  novation or  assignment  of the  Contracts  and  Approvals  to the
         Purchaser on and from Completion (in such form and on such terms to the
         reasonable  satisfaction  of the  Purchaser),  or  procure  that  third
         parties to the Contracts and Approvals  enter into new agreements  with
         the Purchaser on and from Completion (to the reasonable satisfaction of
         the Purchaser).

8.3      FAILED ASSIGNMENT OR NOVATION

         If a Contract or  Approval is not  assigned or novated (as the case may
         be) to the Purchaser at Completion or third parties to that Contract or
         Approval  will  not or  cannot  enter  into  new  agreements  with  the
         Purchaser  as from  Completion  (to the  absolute  satisfaction  of the
         Purchaser), then from Completion:

         (a)      the Vendor must:

                  (i)      hold the benefit of that Contract or Approval for the
                           Purchaser;

                  (ii)     at the request and expense of the Purchaser,  provide
                           such further  assistance as the Purchaser may require
                           to enable it to enforce  the rights to that  Contract
                           or Approval against the third parties;

                  (iii)    not do anything that would prevent the Purchaser from
                           obtaining  the benefit of that  Contract or Approval;
                           and

                  (iv)     co-operate  with the  Purchaser  in doing all  things
                           necessary  (at the  Purchaser's  cost) to enable  the
                           Purchaser  to enjoy the  benefit of that  Contract or
                           Approval; and

         (b)      the Purchaser must:

                  (i)      assume  responsibility  for  the  performance  of all
                           obligations that are to be performed after Completion
                           under  that  Contract  or  Approval  on behalf of the
                           Vendor, but at the risk and expense of the Purchaser;
                           and

                                      -12-
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                  (ii)     indemnify the Vendor against any Loss incurred by the
                           Vendor in  relation  to any  breach or failure of the
                           Purchaser in performing  any obligation for which the
                           Purchaser  assumes  responsibility  on  behalf of the
                           Vendor under clause 8.3(b)(i).

8.4      INDEMNITY FROM THE VENDOR

         The Vendor  indemnifies  the  Purchaser  against any  Liability or Loss
         arising under or in  connection  with any of the Contracts or Approvals
         prior to the date on which Completion occurs.

9.       ASSUMED LIABILITIES
--------------------------------------------------------------------------------

9.1      ASSUMPTION OF ASSUMED LIABILITIES

         The Purchaser will, on and from  Completion,  assume all obligations in
         respect of the Assumed Liabilities.

9.2      DEBTS AND LIABILITIES OWING BY THE VENDOR

         Except for the Assumed Liabilities:

         (a)      the Vendor is liable for the  conduct  of the  Business  until
                  Completion;

         (b)      no  Liability  of the Vendor in  connection  with the Vendor's
                  conduct of the Immediate  Edge  Business  arising on or before
                  Completion is being  undertaken  or assumed by the  Purchaser;
                  and

         (c)      the  Vendor  remains  solely   responsible  for  the  payment,
                  satisfaction  and discharge of all  Liabilities  in connection
                  with the  Vendor's  conduct  of the  Immediate  Edge  Business
                  arising on or before  Completion  and the Vendor  will pay and
                  discharge in the ordinary course of business those Liabilities
                  and indemnify and keep  indemnified the Purchaser  pertaining,
                  arising or relating to those Liabilities.

10.      WARRANTIES
--------------------------------------------------------------------------------

10.1     GIVING OF WARRANTIES

         (a)      Subject only to the disclosures referred to in clause 10.1(b):

                  (i)      the Purchaser represents,  warrants and undertakes in
                           favour  of the  Vendor  that  each  of the  Purchaser
                           Warranties; and

                  (ii)     the Vendor  represents,  warrants and  undertakes  in
                           favour  of the  Purchaser  that  each  of the  Vendor
                           Warranties,

                  is  accurate  and  not  misleading  as at  the  date  of  this
                  Agreement and will be accurate and not misleading for each day
                  up to and including Completion.

         (b)      Each Warranty is given subject to and qualified by any matter,
                  information or document:

                  (i)      provided   for  or   disclosed   in  this   Agreement
                           (including the Schedules and Annexures);

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                  (ii)     in the  case of a  Purchaser  Warranty,  provided  in
                           writing  by or on  behalf  of  the  Purchaser  to the
                           Vendor  or its  advisers  before  the  date  of  this
                           Agreement; and

                  (iii)    in the case of a Vendor Warranty, provided in writing
                           by or on behalf of the Vendor to the Purchaser or its
                           advisers before the date of this Agreement,

                  which is contrary to or  inconsistent  with the Warranty,  and
                  the  giver  of  the  Warranty  will  not be  liable  for or in
                  connection  with a breach of the  Warranty  due to the matter,
                  information or document  contradicting  or being  inconsistent
                  with the Warranty.

10.2     INVESTIGATION BY THE VENDOR

         Any investigation,  whether before or after the date of this Agreement,
         made by or for the Vendor in respect of the Purchaser,  does not affect
         either:

         (a)      the Purchaser Warranties; or

         (b)      the Power of the Vendor if a Purchaser  Warranty is materially
                  untrue, incorrect or misleading.

10.3     INVESTIGATION BY THE PURCHASER

         Any investigation,  whether before or after the date of this Agreement,
         made by or for the  Purchaser in respect of the Vendor or the Immediate
         Edge Business, does not affect either:

         (a)      the Vendor Warranties; or

         (b)      the Power of the Purchaser if a Vendor  Warranty is materially
                  untrue, incorrect or misleading.

10.4     INDEPENDENT WARRANTIES

         (a)      Each of the Vendor Warranties is to be construed independently
                  of the others and is not  limited  by  reference  to any other
                  Vendor Warranty.

         (b)      Each  of  the   Purchaser   Warranties   is  to  be  construed
                  independently of the others and is not limited by reference to
                  any other Purchaser Warranty.

10.5     INDEMNITY BY THE VENDOR

         The Vendor shall  indemnify  the Purchaser  against any Claim,  action,
         damage, Loss, Liability,  cost, charge,  reasonable expense or outgoing
         which the Purchaser pays,  suffers,  incurs or is liable for in respect
         of:

         (a)      any matter or thing in respect of the Vendor  being other than
                  as represented or warranted in the Vendor Warranties; and

         (b)      any breach by the Vendor of this Agreement.

10.6     INDEMNITY BY THE PURCHASER

         The Purchaser  shall  indemnify the Vendor  against any Claim,  action,
         damage, Loss, Liability,  cost, charge,  reasonable expense or outgoing
         which the Vendor pays, suffers, incurs or is liable for in respect of:

         (a)      any matter or thing in respect of the  Purchaser  being  other
                  than as represented or warranted in the Purchaser  Warranties;
                  and

         (b)      any breach by the Purchaser of this Agreement.

                                      -14-
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10.7     RELIANCE

         (a)      The Vendor has entered into this  Agreement in reliance on the
                  Purchaser Warranties.

         (b)      The Purchaser  has entered into this  Agreement in reliance on
                  the Vendor Warranties.

         (c)      Each party  acknowledges that, in entering into this Agreement
                  and any documents referred to in it, it is not relying on, and
                  shall  have no right or remedy in respect  of, any  statement,
                  misrepresentation,  assurance or warranty  (whether of fact or
                  of law and whether  made  innocently  or  negligently)  of any
                  person  other than as expressly  set out in this  Agreement or
                  those documents.

10.8     NON-MERGER AND SURVIVAL OF WARRANTIES

         (a)      Neither the Vendor Warranties or the Purchaser Warranties, nor
                  any other provision of this Agreement merges on Completion.

         (b)      The  Vendor  Warranties  and  the  Purchaser  Warranties  each
                  survives Completion of this Agreement.

10.9     CONTINUING VENDOR'S INDEMNITIES AND SURVIVAL OF INDEMNITIES

         (a)      Each indemnity of the Vendor  contained in this Agreement is a
                  continuing obligation of the Vendor despite:

                  (i)      any settlement of account; or

                  (ii)     the occurrence of any other thing,

                  and  remains in full force and effect  until all money  owing,
                  contingently  or otherwise,  under any indemnity has been paid
                  in full.

         (b)      Save as provided for within clause 10.5, each indemnity of the
                  Vendor contained in this Agreement:

                  (i)      is an additional, separate and independent obligation
                           of  the  Vendor  and  no  one  indemnity  limits  the
                           generality of any other indemnity; and

                  (ii)     (despite any other term of this  Agreement)  survives
                           Completion and the termination of this Agreement.

10.10    LIMITATION OF LIABILITY UNDER THE VENDOR WARRANTIES

         The Purchaser  acknowledges that it does not rely on any representation
         or warranty,  whether express or implied, made on behalf of the Vendor,
         other than the Vendor Warranties.

10.11    CONTINUING PURCHASER INDEMNITIES AND SURVIVAL OF INDEMNITIES

         (a)      Each indemnity of the Purchaser contained in this Agreement is
                  a continuing obligation of the Purchaser despite:

                  (i)      any settlement of account; or

                  (ii)     the occurrence of any other thing,

                  and  remains in full force and effect  until all money  owing,
                  contingently  or otherwise,  under any indemnity has been paid
                  in full.

                                      -15-
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         (b)      Save as provided for within clause 10.6, each indemnity of the
                  Purchaser contained in this Agreement:

         (i)      is an additional,  separate and independent  obligation of the
                  Purchaser  and no one indemnity  limits the  generality of any
                  other indemnity; and

         (ii)     (despite any other term of this Agreement) survives Completion
                  and the termination of this Agreement.

10.12    LIMITATION OF LIABILITY UNDER THE PURCHASER WARRANTIES

         The Vendor  acknowledges that it does not rely on any representation or
         warranty,  whether express or implied, made on behalf of the Purchaser,
         other than the Purchaser Warranties.

10.13    BREACH OF WARRANTY

         (a)      If at any time  before or at  Completion  it becomes  apparent
                  that a Warranty has been breached,  is untrue or misleading or
                  that the Purchaser or the Vendor (as  applicable) has breached
                  any  other  term of this  Agreement  that  in  either  case is
                  material to the issue of the  Immediate  Edge Issue Shares (as
                  applicable),  the other party may  (without  prejudice  to any
                  other rights it may have in relation to the breach):

                  (i)      rescind  this  Agreement by notice to the other party
                           and seek restitutionary damages; or

                  (ii)     proceed to Completion.

         (b)      The  Purchaser  warrants  that it has no knowledge of any fact
                  which might lead to a Claim.

         (c)      The Vendor warrants that he has no knowledge of any fact which
                  might lead to a Claim.

10.14    WARRANTIES LIMITED BY EXTENT OF KNOWLEDGE

         (a)      Warranties  given  `to the  knowledge  of the  Purchaser'  are
                  deemed to be given to the best of the  knowledge,  information
                  and belief of the Purchaser  after it has made all  reasonable
                  and careful enquiries.

         (b)      Warranties  given `to the  knowledge of the Vendor' are deemed
                  to be  given  to the best of the  knowledge,  information  and
                  belief  of the  Vendor  after he has made all  reasonable  and
                  careful enquiries.

11.      LIMITATION OF LIABILITY
--------------------------------------------------------------------------------

11.1     NO LIABILITY - PURCHASER

         Notwithstanding  anything to the contrary  contained in this Agreement,
         the Purchaser will not be liable for any Claim or action by the Vendor:

         (A)      VENDOR'S OWN ACTIONS:  where, but only to the extent that, the
                  Claim  or  action  relates  to loss or  damage  caused  by any
                  negligent  act or omission of, or violation of any  applicable
                  Law by, the Vendor before or after the Completion Date;

         (B)      LEGISLATION: where the Claim or action is based on Legislation
                  not in force at the date of this Agreement; and

                                      -16-
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         (C)      TIME LIMITS: unless the Vendor has given written notice to the
                  Purchaser  setting out specific details of the Claim or action
                  within 24 months of the Completion  Date or such lesser period
                  described by Law for the bringing of the legal proceedings.

11.2     NO LIABILITY - VENDOR

         Notwithstanding  anything to the contrary in this Agreement, the Vendor
         will not be liable for any Claim or action by the Purchaser:

         (A)      PURCHASER'S OWN ACTIONS:  where,  but only to the extent that,
                  the Claim or action  relates  to loss or damage  caused by any
                  negligent  act or omission of, or violation of any  applicable
                  Law by, the Purchaser before or after the Completion Date;

         (B)      LEGISLATION: where the Claim or action is based on Legislation
                  not in force at the date of this Agreement; and

         (C)      TIME LIMITS:  unless the Purchaser has given written notice to
                  the Vendor setting out specific details of the Claim or action
                  within 24 months of the Completion  Date or such lesser period
                  described by Law for the bringing of the legal proceedings.

11.3     MINIMUM AMOUNT OF CLAIMS

         Notwithstanding anything to the contrary in this Agreement:

         (a)      the Vendor will not be able to claim against the Purchaser for
                  breach of the Purchaser  Warranties and under the indemnity in
                  clause 10.6; and

         (b)      the Purchaser will not be able to claim against the Vendor for
                  breach of the Vendor  Warranties  and under the  indemnity  in
                  clause 10.5,

                  an amount in respect of any Claim unless:

         (c)      the  amount of the Loss of the party  making  the Claim due to
                  the breach  referred  to in the Claim is in excess of $25,000,
                  in which  case the party  making  the Claim  may  recover  all
                  amounts claimed and not just the excess over $25,000; and

         (d)      the aggregate amount of the Loss of the party making the Claim
                  in respect of all breaches  under this  Agreement by the other
                  party is in excess of $50,000,  in which case the party making
                  the Claim may recover all amounts claimed, not just the excess
                  over $50,000.

11.4     MAXIMUM LIABILITY FOR CLAIMS

         (a)      The maximum aggregate amount which the Vendor may recover from
                  the Purchaser in respect of all Claims and actions under or in
                  connection with this Agreement is $500,000.

         (b)      The maximum  aggregate  amount which the Purchaser may recover
                  from the Vendor in respect of all Claims and actions  under or
                  in connection with this Agreement is $500,000.

11.5     REIMBURSEMENT FOR AMOUNTS RECOVERED

         (a)      The Vendor will reimburse the Purchaser for any amount paid by
                  the  Purchaser to the Vendor in respect of any Claim or action
                  to the  extent  to which  the  amount  has  subsequently  been
                  recovered  by the Vendor from any third party,  including  but
                  not limited to suppliers, manufacturers or insurers.

         (b)      The Purchaser  will  reimburse each Vendor for any amount paid
                  by the  Vendor to the  Purchaser  in  respect  of any Claim or
                  action to the extent to which the amount has subsequently been
                  recovered by the Purchaser from any third party, including but
                  not limited to suppliers, manufacturers or insurers.

                                      -17-
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11.6     THIRD PARTY CLAIMS

         If any Claim or action is made or instituted  after the Completion Date
         against the  Purchaser  in respect of which the  Purchaser  may seek to
         make any Claim or action against the Vendor  pursuant to this Agreement
         (THIRD PARTY CLAIM), the following procedure will apply:

         (a)      the  Purchaser  will give  written  notice of the Third  Party
                  Claim to the Vendor;

         (b)      the Purchaser  will not admit,  compromise,  settle or pay any
                  Third  Party Claim  without  the prior  consent of the Vendor,
                  except  as may be  reasonably  required  in order  to  prevent
                  judgment from being entered against the Purchaser;

         (c)      the  Vendor  may,  within  30 days of  receipt  of the  notice
                  referred to in clause 11.6(a),  with the prior written consent
                  of the Purchaser (such consent not to be unreasonably withheld
                  or delayed)  and at the Vendor's  expense,  elect to take such
                  reasonable  action in the name of the  Purchaser  to defend or
                  otherwise  settle  a  Third  Party  Claim  as the  Vendor  may
                  reasonably require;

         (d)      if the Vendor does not elect to take action in the name of the
                  Purchaser  to defend or  otherwise  settle a Third Party Claim
                  under clause  11.6(c),  the  Purchaser may defend or otherwise
                  settle any such Third Party Claim; and

         (e)      the  Purchaser  will  ensure  that the  Vendor  and his  legal
                  representatives  are  given  reasonable  access to such of the
                  documents  and records of the  Purchaser as may be  reasonably
                  required  by the Vendor in  relation  to any  action  taken or
                  proposed to be taken by the Purchaser under clause 11.6(c) and
                  vice versa for the Purchaser in relation to clause 11.6(d).

11.7     NON-EXCLUDABLE TERMS

         Where any Legislation implies in this Agreement any term,  condition or
         warranty,  and that  Legislation  prohibits  provisions  in a  contract
         excluding  or  modifying  the  application  or exercise of or Liability
         under  any such  term,  condition  or  warranty,  such  implied  terms,
         conditions or  warranties as are not so permitted to be excluded  shall
         be deemed to be included in this Agreement but, where  permitted by the
         relevant  Law,  shall be limited at the option of the  Purchaser or the
         Vendor, to the extent permitted by that Law.

12.      TAX LIABILITY
--------------------------------------------------------------------------------

12.1     VENDOR MUST CO-OPERATE

         The Vendor must  co-operate  with the Purchaser in the  preparation and
         filing of all Tax returns of the Immediate Edge Business for any period
         ending on or prior to the Completion Date.

12.2     PAYMENT OF TAX

         (a)      Subject to clause 12.2(b), the Vendor must promptly pay to the
                  Purchaser an amount equal to:

                  (i)      a  Liability  of the  Immediate  Edge  Business to an
                           amount of Tax  arising  under  the Tax Laws  which is
                           imposed in respect of any  activity of the  Immediate
                           Edge Business prior to Completion; and

                  (ii)     the  cost and  expense  that  the  Purchaser  incurs,
                           directly  or  indirectly,  in  connection  with  that
                           Liability referred to in clause 12.2(a)(i), including
                           but  not  limited  to a cost  and  expense  that  the
                           Purchaser incurs, directly or indirectly, as a result
                           of an action taken to dispute that Liability referred
                           to in clause 12.2(a)(i).

                                      -18-
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         (b)      Clause 12.2(a) does not apply if a Liability, cost and expense
                  is adequately  provided for in the Accounts,  or has otherwise
                  been  fully  and  accurately  disclosed  to the  Purchaser  in
                  writing prior to Completion.

13.      RECORDS
--------------------------------------------------------------------------------

         All Records  will become the property of the  Purchaser  at  Completion
         except where they are required by Law to be kept by the Vendor. Records
         to be kept by the Vendor:

         (a)      are so kept at the  Vendor's  cost and  expense in premises to
                  which  both the  Purchaser  and the Vendor  must have  access,
                  until such time as the Vendor  indicates he no longer requires
                  access to the Records and delivers physical  possession to the
                  Purchaser; and

         (b)      may, at the request of the Vendor, be physically stored by the
                  Purchaser  on behalf of the Vendor and under the  direction of
                  the Vendor, but the method of storage is to be at the absolute
                  discretion  of the  Purchaser,  and the costs of and  expenses
                  associated with such storage are to be paid by the Vendor.

14.      RESTRAINT
--------------------------------------------------------------------------------

14.1     DEFINITION

         For the purposes of clause 13, RESTRAINT PERIOD means the period ending
         on the second anniversary of the Completion Date.

14.2     UNDERTAKINGS BY THE VENDOR

         The Vendor  undertakes to the Purchaser  that he will not do any of the
         following without first obtaining the written consent of the Purchaser:

         (a)      directly  or  indirectly   carry  on  (whether   alone  or  in
                  partnership or joint venture with anyone else) or otherwise be
                  concerned with or interested in (in any capacity  including as
                  partner, director,  manager,  consultant,  adviser, financier,
                  guarantor,    beneficiary,    trustee,    principal,    agent,
                  shareholder,   unit  holder)  any   business   similar  to  or
                  competitive with the 30 Day Challenge Business,  the Immediate
                  Edge Business or any other business  acquired by the Purchaser
                  during the Restraint Period;

         (b)      solicit  or  persuade  any  person or  corporation  which is a
                  customer or client of the Immediate Edge Business,  or who was
                  in the  period  of  one  year  before  the  Completion  Date a
                  customer  or client of or in  respect  of the  Immediate  Edge
                  Business,  to cease doing business with the Purchaser as owner
                  of the  Immediate  Edge  Business,  or  reduce  the  amount of
                  business  which the  customer or client  would  normally do in
                  respect of the Immediate  Edge  Business  during the Restraint
                  Period;

         (c)      accept from a customer or client referred to in clause 14.2(b)
                  any  business  of the  kind  ordinarily  forming  part  of the
                  Immediate Edge Business during the Restraint Period; or

         (d)      induce or  attempt  to induce any person who is at the time of
                  Completion  or who later  becomes an employee of the Purchaser
                  or a subsidiary of the Purchaser or of one of their respective
                  subsidiaries  or is otherwise  employed in the Immediate  Edge
                  Business,  to  terminate  his or  her  employment  during  the
                  Restraint Period.

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14.3     SEPARATE UNDERTAKINGS

         If any part of an undertaking in clause 14.2 is  unenforceable,  it may
         be severed without  affecting the remaining  enforceability  of that or
         the other undertakings.

14.4     VALUE OF THE IMMEDIATE EDGE BUSINESS

         The Vendor agrees that:

         (a)      any  failure to comply with  clause  14.2 would  diminish  the
                  value of the Immediate Edge Business and the Business Assets;

         (b)      the restrictive undertakings in clause 14.2 are reasonable and
                  necessary for the  protection  of the Immediate  Edge Business
                  and the Business Assets and must be given full effect; and

         (c)      he has received  adequate  consideration  for the  restrictive
                  undertakings in clause 14.2.

14.5     LEGAL ADVICE

         The Vendor  acknowledges  that in  relation to this  Agreement,  and in
         particular  this clause 13, he has received and understood  independent
         legal advice.

14.6     INJUNCTION

         The  Vendor  acknowledges  that  monetary  damages  alone  would not be
         adequate  compensation to the Purchaser for a breach of clause 14.2 and
         that the  Purchaser is entitled to seek an  injunction  from a court of
         competent jurisdiction if:

         (a)      the Vendor fails to comply or threatens to fail to comply with
                  clause 14.2; or

         (b)      the  Purchaser  has  reason  to  believe  the  Vendor  is  not
                  complying with or will not comply with clause 14.2.

14.7     SURVIVAL OF OBLIGATIONS

         The obligations of the Vendor under this clause 13 survive Completion.

15.      EXCLUSIVITY
--------------------------------------------------------------------------------

         The parties  agree that the Vendor will not  negotiate or deal with any
         other person or entity  relating to the direct or indirect  acquisition
         of the Immediate  Edge Business or Business  Assets other than with the
         Purchaser  during  the  period  from  the  date  of  execution  of this
         Agreement to the Completion Date.

16.      ANNOUNCEMENTS
--------------------------------------------------------------------------------

16.1     LEGAL REQUIREMENTS

         A party may disclose anything in respect of this Agreement as agreed to
by the other party or as required:

         (a)      by applicable Law or by a Governmental Agency; or

                                      -20-
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         (b)      by any  recognised  stock  exchange  on which its  shares  are
                  listed,

         but to the extent possible, it must consult with the other party before
         making the  disclosure  and use  reasonable  endeavours to agree on the
         form and content of the disclosure.

16.2     DISCLOSURE TO OFFICERS AND PROFESSIONAL ADVISERS

         A party may disclose anything in respect of this Agreement or the terms
         of the issue of the Immediate Edge Issue Shares and the  acquisition of
         the Immediate Edge Business to the officers and  professional  advisers
         of that party, but it must use its reasonable  endeavours to ensure all
         matters disclosed are kept confidential.

16.3     FURTHER PUBLICITY

         Subject  to  clauses  16.1 and 16.2,  neither  party may  disclose  the
         provisions  of  this  Agreement  or  the  terms  of  the   transactions
         contemplated  by this  Agreement  unless  the  other  party  has  first
         consented in writing.

17.      DUTIES, COSTS AND EXPENSES
--------------------------------------------------------------------------------

17.1     DUTIES

         (a)      The Purchaser  must pay any Duty in respect of the  execution,
                  delivery and performance of:

                  (i)      this Agreement; and

                  (ii)     any  document   required  or   contemplated  by  this
                           Agreement.

         (b)      The  Purchaser  must pay any fine,  penalty  or other  cost in
                  respect  of a failure  to pay any Duty,  except to the  extent
                  that the fine,  penalty  or other  cost is caused by an act or
                  default on the part of the Vendor.

17.2     COSTS AND EXPENSES

         Subject to clause 17.1 and any other term of this Agreement, each party
         must pay its own costs and  expenses  in  respect  of the  negotiation,
         preparation,  execution, delivery and registration of this Agreement or
         other agreement or document described in clause 17.1(a).

17.3     COSTS OF PERFORMANCE

         Any action to be taken by a party in performing its  obligations  under
         this  Agreement  must be  taken  at its own  cost  and  expense  unless
         otherwise provided in this Agreement.

18.      NOTICES
--------------------------------------------------------------------------------

18.1     METHOD

         All notices,  requests,  demands,  consents,  approvals,  agreements or
         other communications (NOTICES) to or by a party to this Agreement given
         for the purposes of this Agreement:

         (a)      must be in writing;

         (b)      signed by the party giving notice or a person duly  authorised
                  by that party or,  where  transmitted  by e-mail,  sent by the
                  party giving notice or a person duly authorised by that party;

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         (c)      directed to the  recipient's  address (as  specified in clause
                  18.3 or as varied by any notice);

         (d)      hand delivered,  sent by prepaid post or transmitted by e-mail
                  or facsimile to that address; and

         (e)      will  be  taken  to be duly  given  or  made  (in the  case of
                  delivery in person or by post or facsimile  transmission) when
                  delivered,  received or left at the  address of the  recipient
                  shown in this  Agreement or to any other  address which it may
                  have notified the sender.

18.2     RECEIPT

         A notice given in  accordance  with this clause is taken as having been
         given and received:

         (a)      if hand  delivered at or before 4.00 pm on a Business  Day, on
                  delivery, otherwise at 9.30 am on the next Business Day;

         (b)      if sent by prepaid post, on the seventh Business Day after the
                  date of posting;

         (c)      if transmitted by e-mail,  on the first Business Day after the
                  date of transmission; or

         (d)      if transmitted by facsimile at or before 4.00 pm on a Business
                  Day,  at  the  time  recorded  on  the   transmission   report
                  indicating  successful  transmission  of  the  entire  notice,
                  otherwise at 9.30 am on the next Business Day.

18.3     ADDRESS OF PARTIES

         Unless varied by notice in accordance with this clause 18, the parties'
         addresses and other details are:

         If to the Vendor:

                   Address:            Dan Raine
                                       7 Norman Road
                                       Runcorn, Cheshire WA7 SPE
                                       United Kingdom
                   Email:              DAN@WURANGA.COM
                   Attention:          Dan Raine


         If to the Purchaser:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              RANDALL.EWENS@CORPORATELOGIC.COM.AU
                   Attention:          Randall Ewens

                                      -22-
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19.      GENERAL
--------------------------------------------------------------------------------

19.1     GOVERNING LAW AND JURISDICTION

         (a)      This  Agreement  is governed by the Laws of  Delaware,  United
                  States of America.

         (b)      The parties submit to the  non-exclusive  jurisdiction  of the
                  courts of Delaware, United States of America.

19.2     AMENDMENT

         The  parties  may only amend this  Agreement  if all  parties  sign the
         written amendment.

19.3     WAIVER

         A provision of or right created under this Agreement may not be:

         (a)      waived  except in  writing  signed by the party  granting  the
                  waiver; or

         (b)      varied except in writing signed by the parties.

19.4     EXERCISE OF A RIGHT

         (a)      A party may exercise a right:

                  (i)      at its discretion; and

                  (ii)     separately or together with another right.

         (b)      If  a  party  exercises  a  single  right  or  only  partially
                  exercises  a right,  then that party may still  exercise  that
                  right or any other right later.

         (c)      If a party fails to exercise a right or delays in exercising a
                  right, then that party may still exercise that right later.

19.5     ASSIGNMENT

         (a)      This  Agreement  is to the  benefit of the  parties  and their
                  successors and assigns.

         (b)      The parties and their successors and assigns are bound by this
                  Agreement.

         (c)      Each party may only  assign its rights and  obligations  under
                  this  Agreement  after it obtains the  written  consent of the
                  other parties.

19.6     SEVERANCE

         (a)      Subject to clause 19.6(b):

                  (i)      if a provision of this Agreement is void or voidable,
                           unenforceable  or  illegal  but  would  not be  void,
                           voidable,  unenforceable  or  illegal if it were read
                           down and it is capable  of being read down,  then the
                           provision must be read down;

                  (ii)     if, despite clause  19.6(a)(i),  a provision is still
                           void,  voidable,  unenforceable  or  illegal  and the
                           provision would not be void, voidable,  unenforceable
                           or illegal if words were  severed,  then those  words
                           must be severed; or

                  (iii)    in any  other  case,  the  whole  provision  must  be
                           severed.

         (b)      If an event under clause 19.6(a) occurs, then the remainder of
                  this Agreement continues in full force and effect.

                                      -23-
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19.7     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

19.8     NO MERGER

         (a)      A party's obligations under this Agreement:

                  (i)      exist beyond Completion; and

                  (ii)     do not merge on Completion.

         (b)      The Warranties:

                  (i)      exist beyond Completion; and

                  (ii)     do not merge on Completion.

19.9     CONSENT

         Subject to an express  provision in this Agreement,  a party may in its
         absolute discretion:

         (a)      give its consent conditionally or unconditionally; or

         (b)      withhold its consent.

19.10    SURVIVAL OF INDEMNITIES

         Each indemnity in this Agreement:

         (a)      is  a   continuing   obligation,   separate   from  the  other
                  obligations of a party; and

         (b)      survives termination of this Agreement.

19.11    ENTIRE AGREEMENT

         This  Agreement  constitutes  the entire  agreement  of the parties and
         supersedes all prior discussions, undertakings and agreements.

19.12    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the Law permits.

19.13    POWER OF ATTORNEY

         An attorney who executes this Agreement  acknowledges that the attorney
         has not  received a notice  which  revokes  the power  appointing  that
         attorney.

19.14    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at Law.

                                      -24-
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19.15    FURTHER ASSURANCES

         Each party must, at its own expense:

         (a)      do everything reasonably necessary to give effect to:

                  (i)      this Agreement; and

                  (ii)     the  transactions  contemplated  by  this  Agreement,
                           including   but  not  limited  to  the  execution  of
                           documents; and

         (b)      make a reasonable effort to cause relevant third parties to do
                  likewise.

19.16    CONFIDENTIALITY

         (a)      Each of the Vendor and the Purchaser must at all times:

                  (i)      keep   confidential  all  the  other's   Confidential
                           Information;

                  (ii)     not use or reproduce any of the other's  Confidential
                           Information  other  than  for  the  purposes  of this
                           Agreement; and

                  (iii)    only  disclose any  Confidential  Information  of the
                           other  to its  employees,  external  contractors  and
                           professional   advisers   who   need  to   know   the
                           information  for the purposes of this Agreement or to
                           another person to the extent necessary to enforce any
                           rights under this Agreement.

         (b)      Each of the  Vendor and the  Purchaser  will  ensure  that all
                  employees,  external contractors and advisers are aware of the
                  confidential  nature of the  Confidential  Information  of the
                  other  and do not do  anything  which,  if done by the  party,
                  would cause a breach of this clause 19.16.

         (c)      Clauses 19.16(a) and 19.16(b)  continue without  limitation in
                  time  but,  subject  to clause  19.16(d),  do not apply to any
                  Confidential Information that:

                  (i)      a party is required to disclose by any Law or legally
                           binding    order    of   any    court,    government,
                           semi-government   authority,   Governmental   Agency,
                           administrative  or judicial body, or a requirement of
                           a stock exchange or regulator; or

                  (ii)     is in the public  domain  other than as a result of a
                           breach of this Agreement.

         (d)      If  a  party  makes  a   disclosure   referred  to  in  clause
                  19.16(c)(i):

                  (i)      that   party   must   disclose   only   the   minimum
                           Confidential  Information required to comply with the
                           applicable Law, order or requirement; and

                  (ii)     before making such disclosure, the party must:

                           (A)      give   the   owner   of   the   Confidential
                                    Information reasonable written notice of:

                                    (1)      the  full   circumstances   of  the
                                             required disclosure; and

                                    (2)      the Confidential  Information which
                                             it proposes to disclose; and

                           (B)      consult  with the owner of the  Confidential
                                    Information   as  to   the   form   of   the
                                    disclosure.

                                      -25-
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19.17    ENFORCEMENT OF INDEMNITIES

         The  beneficiary  under an indemnity is not obliged to incur an expense
         or make a payment  before  enforcing  a right of  indemnity  under this
         Agreement.

19.18    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

19.19    KNOWLEDGE OF THE WARRANTOR

         If  a  representation  or  warranty  contained  in  this  Agreement  is
         expressly  qualified  by  reference to the  knowledge,  information  or
         belief of the party  giving  the  warranty,  then the party  giving the
         warranty  confirms that it has made due and diligent  inquiry about the
         matters that are the subject of the representation or warranty.

19.20    TIME OF THE ESSENCE

         (a)      Time is of the essence of this Agreement.

         (b)      If the  parties  agree  to vary a time  requirement,  the time
                  requirement so varied is of the essence of this Agreement.

         (c)      An agreement to vary a time requirement must be in writing.

19.21    INCONSISTENCY

         The  parties   acknowledge  and  agree  that,  to  the  extent  of  any
         inconsistency, the provisions of this Agreement override the provisions
         of the Overarching Deed of Agreement.




























                                      -26-
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                                   SCHEDULE 1
                                VENDOR WARRANTIES

1.       TITLE
--------------------------------------------------------------------------------

         (a)      At Completion:

                  (i)      the Vendor is the absolute legal and beneficial owner
                           of the  Immediate  Edge  Business  and  the  Business
                           Assets  and have full  capacity  and power to own and
                           use the Business  Assets and to conduct the Immediate
                           Edge Business; and

                  (ii)     the  Purchaser   will  acquire  the  full  legal  and
                           beneficial  ownership of the Immediate  Edge Business
                           and  the  Business  Assets  free  and  clear  of  all
                           Encumbrances.

         (b)      The Business Assets are at Completion:

                  (i)      free and clear of all Encumbrances;

                  (ii)     fully paid for;

                  (iii)    all the assets  necessary  for the proper  conduct of
                           the Immediate Edge Business in the ordinary course;

                  (iv)     not  the  subject  of  any  lease  or  hire  purchase
                           agreement  or  agreement  for  purchase  on  deferred
                           terms, other than in the ordinary course of business;

                  (v)      where capable of being  possessed,  in the possession
                           of the Vendor; and

                  (vi)     not the subject of any agreements or  arrangements to
                           dispose  or which  otherwise  restrict  their  use or
                           disposal.

         (c)      No person has  claimed to be  entitled  to an  Encumbrance  in
                  relation to any of the Business Assets.

         (d)      No person has given or entered into any  guarantee,  indemnity
                  or letter of comfort in respect of the Immediate Edge Business
                  by which the Purchaser will be bound.

         (e)      There  are  no  unsatisfied  judgments,  orders  or  writs  of
                  execution  against the Vendor or affecting the Immediate  Edge
                  Business or the Business Assets.

2.       CAPACITY OF VENDOR
--------------------------------------------------------------------------------

2.1      AUTHORITY

         (a)      The Vendor has full  authority and capacity to enter into this
                  Agreement  and  sell  the  Immediate  Edge  Business  and  the
                  Business Assets.

         (b)      The Vendor has the right and  capacity  and is  empowered  and
                  authorised to:

                  (i)      execute and deliver this  Agreement to the  Purchaser
                           and to perform its  obligations  under this Agreement
                           and such  execution,  delivery and  performance  will
                           comply   with  all   applicable   Laws,   rules   and
                           regulations  and will not result in the breach of the
                           terms  and  conditions  of, or  constitute  a default
                           under,  any  contract,   agreement,   undertaking  or
                           constituent   document  by  which  the  Vendor,   the


                                      -27-
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                           Business Assets or the Immediate Edge Business may be
                           affected or bound; and

                  (ii)     sell, transfer and assign the Immediate Edge Business
                           and  the   Business   Assets  to  the   Purchaser  in
                           accordance  with the provisions of this Agreement and
                           to transfer good,  clear,  valid and marketable title
                           to the  Immediate  Edge  Business  and  the  Business
                           Assets to the  Purchaser  in  accordance  with  those
                           provisions.

         (c)      The Vendor's  obligations  under this  Agreement are valid and
                  binding and are enforceable against the Vendor.

2.2      RECORDS

         To the knowledge of the Vendor, all Records:

         (a)      are materially complete and accurate; and

         (b)      have been  prepared  and  maintained  in  accordance  with all
                  relevant Laws.

2.3      CONFIDENTIAL INFORMATION

         The Vendor:

         (a)      has  not  disclosed  to any  person  any  of his  Confidential
                  Information,  except in the  normal  course of  conduct of his
                  business and subject to an agreement under which the recipient
                  is obliged to maintain the  confidentiality of the information
                  and is restrained  from using it other than for the purpose or
                  purposes for which it was disclosed;

         (b)      is not aware of any actual or alleged  misuse by any person of
                  any of his Confidential Information; and

         (c)      does not use any  processes  and is not  engaged  in any other
                  activities  which  involve  the  misuse  of  any  Confidential
                  Information of any third party.

3.       LEGAL COMPLIANCE
--------------------------------------------------------------------------------

         (a)      The Immediate Edge Business is, and has been, conducted in all
                  material  respects in compliance with all  requirements of the
                  Law  and  all  requirements  of  all   Governmental   Agencies
                  applicable to the Vendor,  the Immediate Edge Business and the
                  Business Assets.

         (b)      The Vendor has all  authorisations,  licences or permits which
                  the Vendor requires to operate the Immediate Edge Business and
                  all such authorisations, licences and permits have been:

                  (i)      validly issued and maintained; and

                  (ii)     fully paid for.

                                      -28-
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4.       ACCOUNTS AND TAXATION
--------------------------------------------------------------------------------

4.1      BASIS OF PREPARATION

         The Accounts:

         (a)      have  been   prepared  in  accordance   with  the   Accounting
                  Standards; and

         (b)      show a true and fair view of the  financial  position  and the
                  performance  of the Vendor in respect  of the  Immediate  Edge
                  Business for the financial period ended on the Accounts Date.

4.2      TAXES AND DUTIES

         (a)      All taxation returns,  reports and other information  required
                  to be made by the Vendor have been,  and all returns have been
                  made with true and full disclosure of relevant matters.

         (b)      Any Taxes or duty  payable  by the  Vendor  at or  before  the
                  Accounts Date has been paid or provided for in the Accounts.

         (c)      All amounts required to be deducted, withheld or remitted to a
                  taxation   authority  have  been  so  deducted,   remitted  or
                  withheld.

(d)               During  the  period  of three  years  prior to the date of the
                  Agreement, there have been no material adverse reports made by
                  accountants   or  by  financial  or   management   consultants
                  concerning  the Vendor or the whole or a  substantial  part of
                  the Immediate Edge Business.

4.3      NO TAX PROCEEDINGS

         For the last three years, the Vendor:

         (a)      has not lodged a UK clearance  application  or  disclosure  of
                  taxability scheme to HM Revenue & Customs;

         (b)      is not and has not been the subject of any Tax audit;

         (c)      is not and has not been a party to any  action  or  proceeding
                  for the assessment or collection of Taxes;

         (d)      has not had a dispute or  disagreement  with any  Governmental
                  Agency for Taxes; and

         (e)      has  not  made  any  agreement  with  or  undertaking  to  any
                  Governmental Agency for Taxes,

         and there is no fact or matter  known to the  Vendor  which  might give
         rise to the above.

4.4      AGREEMENTS FOR EXTENSION OF TIME

         The  Vendor  has not  entered  into any  agreement  which now or in the
         future may extend the period of assessment or collection of any Taxes.

4.5      STAMP DUTY

         All  documents to which the Vendor is a party or may be  interested  in
         the enforcement of, have been properly  stamped under  applicable stamp
         duty Legislation.


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4.6      LIABILITIES

         All   liabilities   of  the  Vendor,   whether   actual  or  contingent
         (LIABILITIES)  as at the Completion  Date have arisen and where due and
         payable, have been paid in the ordinary course of business.

5.       POSITION SINCE THE ACCOUNTS DATE
--------------------------------------------------------------------------------

         To the knowledge of the Vendor, since the Accounts Date:

         (a)      the Vendor has conducted  (and will continue to conduct to the
                  Completion  Date) his business in accordance with all Laws and
                  in the  ordinary  and usual  course so as to  maintain it as a
                  going concern and in a proper and efficient manner;

         (b)      there  has  been no  material  adverse  change  affecting  the
                  Immediate  Edge  Business  or  the  Business  Assets,  or  the
                  financial or trading  position of the Vendor as compared  with
                  the position disclosed by the Accounts;

         (c)      the Vendor has  maintained  and will  continue to maintain the
                  Immediate  Edge  Business  intact and as a going  concern  and
                  preserved  and  continue  to  preserve  the  goodwill  of  his
                  suppliers,  employees,  customers and others having commercial
                  dealings with the Immediate Edge Business;

         (d)      the  Vendor  has not  introduced  and will not  introduce  any
                  method of  management  or  operation  for the  Immediate  Edge
                  Business  except in a manner  consistent  with prior practice;
                  and

         (e)      the  Vendor  has  not  cancelled  or  waived  or  released  or
                  discounted in whole or in part any debt, suit,  demand,  claim
                  or right otherwise than in the ordinary course of business.

6.       TRADING
--------------------------------------------------------------------------------

         (a)      No trading stock has been acquired by the Vendor on terms that
                  property in it does not pass until full  payment has been made
                  (for example, stock-in-trade acquired on consignment).

         (b)      The  Vendor is not a party to any  agreement  relating  to the
                  Immediate  Edge  Business or the  Business  Assets  which will
                  continue in effect after the Completion Date:

                  (i)      which  purports to limit the freedom of the Purchaser
                           to engage in or to compete in any line of business or
                           with any person or in any area;

                  (ii)     which  requires the Vendor or the  Purchaser to share
                           the profits of the Immediate  Edge Business or to pay
                           any royalties relating to the Immediate Edge Business
                           or to waive or  abandon  any rights  relating  to the
                           Immediate  Edge  Business to which they are entitled;
                           or

                  (iii)    which:

                           (A)      is outside the Vendor's  ordinary and proper
                                    course of business;

                           (B)      was not  negotiated  and  entered  into on a
                                    totally arm's length basis;

                           (C)      constitutes  the  Vendor as partner or joint
                                    venturer with any other person; or


                                      -30-
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                  (iv)     pursuant  to which any  officer,  employee,  agent or
                           other  person  is  entitled  to  remuneration  of any
                           nature  calculated  by  reference to the whole of the
                           turnover  or the whole or part of the  profits of the
                           Immediate Edge Business.

7.       CONTRACTS
--------------------------------------------------------------------------------

7.1      MATERIAL CONTRACTS

         The Contracts  comprise all agreements and deeds to which the Vendor is
         a party or otherwise subject which:

         (a)      involve  or  are  likely  to  involve  expenditure  and  other
                  liabilities  of the  Immediate  Edge  Business  in  excess  of
                  $50,000;

         (b)      are incapable of being fulfilled or performed within 12 months
                  from the date of this Agreement; or

         (c)      are material to or  necessary  for the conduct or operation of
                  the Immediate Edge Business.

7.2      GENERAL ISSUES

         To the knowledge of the Vendor, each of the Contracts:

         (a)      is valid, binding and enforceable against the parties to it;

         (b)      is  being  properly  performed  by the  Vendor  and all  other
                  parties to it;

         (c)      is not subject to any notice of termination; and

         (d)      does not breach any restrictive trade practices Legislation.

7.3      NO RESTRICTIVE COVENANTS

         To the  knowledge  of the  Vendor,  the  Vendor  is not a party  to any
         material agreement which materially  restricts his freedom to engage in
         any activity or business in any area.

7.4      NO DEFAULT

         To the knowledge of the Vendor, no party to any Contract is in material
         default  under  it or  would  be  in  material  default,  but  for  the
         requirements of notice or lapse of time, or both.

7.5      NO NOTICES

         The Vendor has not  received  any notice  which might affect any of his
         rights or the  exercise  of any  rights by the Vendor in respect of any
         Contract.

7.6      ASSIGNMENT

         The Vendor has not at any time  assigned or  otherwise  disposed of his
         interests  in any  Contract  to which  he was a party or may have  been
         bound so that he has continuing liabilities.

7.7      NO OUTSTANDING OFFER

         No outstanding offer, tender or quotation has been given or made by the
         Vendor in relation to the  Immediate  Edge  Business that is capable of
         giving  rise to a  contract  merely  by any  unilateral  act of a third
         party.

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7.8      NO POWER OF ATTORNEY

         No power of attorney  given by the Vendor in relation to the  Immediate
         Edge  Business  or  the  Business  Assets  is  in  force,   other  than
         authorities under which officers, employees or agents may carry out the
         Immediate Edge Business in the ordinary course.

7.9      NO MATERIAL ADVERSE EFFECT

         Except for a condition  or warranty  implied by Law or contained in its
         standard terms of business, the Vendor in connection with the operation
         of the  Immediate  Edge Business has not given a condition or warranty,
         or made a  representation,  in respect of goods or services supplied or
         agreed to be supplied by him, or accepted an obligation that could give
         rise to a liability  after the goods or services  have been supplied by
         him,  that  will,  or would  reasonably  be likely to have,  a Material
         Adverse Effect.

7.10     TERMINATION

         No party to any  Contract is entitled or likely as a result of a change
         in ownership of the Immediate Edge Business or Business Assets to:

         (a)      terminate the Contract;

         (b)      refuse  to  consent  to  the  novation  or  assignment  of the
                  Contract to the Purchaser; or

         (c)      require the adoption of terms that are less  favourable to the
                  Purchaser than the current terms.

8.       BUSINESS ASSETS
--------------------------------------------------------------------------------

         (a)      Upon  Completion  the Purchaser will own, or have the right to
                  use (on terms no less  favourable  to the  Purchaser  than the
                  terms applicable as at the date of this Agreement), all of the
                  Business Assets.

         (b)      Copies of any bill of sale or any hiring or leasing agreement,
                  hire purchase agreement, credit or conditional sale agreement,
                  agreement  for payment on deferred  terms or any other similar
                  agreement  used in or relating to the Immediate  Edge Business
                  are contained in the Disclosure Statement.

         (c)      The Vendor in the course of the  Immediate  Edge  Business has
                  not  supplied,  or agreed to supply,  goods that have been, or
                  will be,  defective or that fail, or will fail, to comply with
                  their terms of sale.

         (d)      No goods in a state  ready  for  supply  by the  Vendor in the
                  course  of the  Immediate  Edge  Business  are,  or  will  be,
                  defective or will fail to comply with terms of sale similar to
                  terms of sale on which similar goods have previously been sold
                  by the Vendor.

         (e)      Between the date of this  Agreement and the  Completion  Date,
                  the Vendor  has not done or omitted to do any act which  would
                  adversely affect the Goodwill.

9.       LITIGATION
--------------------------------------------------------------------------------

9.1      NO LITIGATION PENDING OR THREATENED

         As  far  as  the  Vendor  is  aware,  no  investigation,   prosecution,
         litigation,  proceeding  or any  other  form of  mediation  or  dispute
         resolution is pending or threatened  regarding the Vendor or any person
         for whom he is or may be liable.

                                      -32-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

9.2      NO CIRCUMSTANCES

         To the knowledge of the Vendor,  there are no circumstances which might
         give rise to any investigation,  prosecution, litigation, proceeding or
         any other form of mediation regarding the Immediate Edge Business.

9.3      OUTSTANDING SETTLEMENTS

         (a)      There  are no  outstanding  settlements,  judgments,  decrees,
                  awards,   orders,   or   other   decisions   of   any   court,
                  quasi-judicial  body or  Governmental  Agency  (including  any
                  competition  authority)  made against the Vendor that will, or
                  would  reasonably be likely to, have a Material Adverse Effect
                  on the Immediate Edge Business.

         (b)      In relation to the Immediate  Edge Business the Vendor has not
                  given an undertaking  or written  assurance  (whether  legally
                  binding or not) to any court or Governmental Agency (including
                  any  competition  authority)  under any  anti-trust or similar
                  Legislation in any jurisdiction.

9.4      NO OFFENCE OR BREACH

         To the  knowledge  of the  Vendor,  neither  the  Vendor nor any of his
         officers have in conducting the Immediate  Edge Business  committed any
         criminal  offence  or any tort or any  breach  of the  requirements  or
         conditions of any Law or any breach of any other party's  rights or any
         other legal  requirement  relating  to the  Vendor,  the conduct of the
         Immediate Edge Business or use of the Business Assets.

10.      INSOLVENCY
--------------------------------------------------------------------------------

10.1     NO BANKRUPTCY

         The Vendor has not been declared  bankrupt,  has not commenced steps to
         be declared  bankrupt  and to the  knowledge of the Vendor there are no
         circumstances justifying such a declaration.

10.2     NO ADMINISTRATOR

         No  administrator  or official manager has been appointed in respect of
         the  whole or any part of the  Business  Assets or  undertaking  of the
         Immediate Edge Business, and no such appointment has been threatened or
         is envisaged by the Vendor,  and no judgment has been  obtained nor any
         execution  or process of any court or other  authority  has been issued
         against or been levied or enforced upon the Vendor, partly or wholly in
         respect  of all or any  part  of the  Immediate  Edge  Business  or the
         Business Assets.

10.3     SOLVENCY

         The Vendor is:

         (a)      able to pay his debts as and when they fall due;

         (b)      not bankrupt or presumed to be bankrupt under any Law; and

         (c)      not bankrupt under  administration or has not taken any action
                  which could result in that event.

                                      -33-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

11.      INSURANCE
--------------------------------------------------------------------------------

         The Vendor has not procured and does not hold any policies of insurance
         in respect of the Immediate Edge Business.

12.      EMPLOYEES
--------------------------------------------------------------------------------

         The  Vendor  has not  engaged  and there  are  currently  no  employees
         employed by the Immediate Edge Business.

13.      ENCUMBRANCES
--------------------------------------------------------------------------------

         Except as disclosed in the Accounts:

         (a)      the Vendor has not granted or  created,  or agreed to grant or
                  create,  any  guarantees,  letters  of  comfort,  indemnities,
                  finance  leases,  hire purchase  agreements or Encumbrances in
                  respect of the Immediate Edge Business or the Business Assets,
                  and will not at  Completion  be a party  to  loans  which  are
                  currently in force or outstanding;

         (b)      no person has given any  guarantee  or  security  to any other
                  person  for any  liability  of the  Vendor in  respect  of the
                  Immediate Edge Business or the Business Assets;

         (c)      there  are  no  loans,   guarantees,   material  undertakings,
                  material commitments on capital account or unusual liabilities
                  given,  made or  incurred  by or on  behalf  of the  Vendor in
                  respect of the Immediate Edge Business or the Business Assets;
                  and

         (d)      at  Completion,   there  are  no  amounts  outstanding  and/or
                  appearing  in  the  books  of  the  Vendor  as  loan  accounts
                  repayable  (or as  amounts  otherwise  due) to the  Vendor  in
                  respect of the Immediate Edge Business or the Business Assets.

14.      INTELLECTUAL PROPERTY RIGHTS
--------------------------------------------------------------------------------

14.1     OWNERSHIP AND ENTITLEMENT TO USE

         (a)      The  Vendor  is the  absolute  legal and  beneficial  owner or
                  registered  proprietor  of, or  applicant  in respect  of, the
                  Immediate  Edge  Business   Intellectual  Property  listed  in
                  Schedule  3 free and clear of all  Encumbrances,  third  party
                  rights and Claims.

         (b)      The conduct of the Immediate  Edge Business does not breach or
                  infringe  any   Intellectual   Property   Rights,   rights  of
                  confidentiality,  or moral  rights of any third  party,  where
                  such  breach  or  infringement  will have a  Material  Adverse
                  Effect.

         (c)      The use of the Immediate Edge Business  Intellectual  Property
                  does not breach or infringe any Intellectual  Property Rights,
                  rights of confidentiality, or moral rights of any third party,
                  where such breach or infringement will have a Material Adverse
                  Effect on the Immediate Edge Business.

         (d)      The Vendor has the exclusive and unfettered  right to exploit,
                  grant  licences and  otherwise  deal with the  Immediate  Edge
                  Business Intellectual Property.

14.2     LIST COMPLETE

         The  Vendor  does  not own or use any  material  Intellectual  Property
         Rights in the  Immediate  Edge Business  other than the Immediate  Edge
         Business Intellectual Property.

                                      -34-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

14.3     NO THIRD PARTY RIGHTS

         No person has any right to use or may benefit from any  Immediate  Edge
         Business Intellectual Property,  other than the Vendor or a licensor of
         the Immediate Edge Business Intellectual Property.

14.4     REGISTRATION

         All the Immediate  Edge  Business  Intellectual  Property  owned by the
         Vendor  which are either  capable of  registration  or capable of being
         recorded or required to be  registered or recorded,  are  registered in
         the name of the Vendor and are current  and not liable to be  cancelled
         or expunged.

14.5     NON-COMPETITION

         (a)      To the  knowledge  of the  Vendor,  neither the Vendor nor the
                  officers and  employees of the Vendor is, at, the date of this
                  Agreement  whether  solely or jointly with any other person or
                  persons,  directly or  indirectly,  and whether as  principal,
                  agent, director,  executive officer,  employee,  shareholders,
                  partner,  joint  venturer,  adviser,  consultant or otherwise,
                  engaged in any other  business or concerned or  interested  in
                  any  way in any  other  business  of a  similar  nature  to or
                  competitive with that carried on by the Vendor.

         (b)      To the  knowledge  of the  Vendor,  neither the Vendor nor the
                  officers and  employees of the Vendor,  holds,  at the date of
                  this Agreement whether solely or jointly with any other person
                  or persons, directly or indirectly,  and whether as principal,
                  agent, director,  executive officer,  employee,  shareholders,
                  partner, joint venturer, adviser, consultant or otherwise, any
                  Intellectual   Property   Rights   that   are   identical   or
                  substantially   similar  to  the   Immediate   Edge   Business
                  Intellectual Property.

14.6     SUFFICIENCY

         The Immediate  Edge  Business  Intellectual  Property  comprise all the
         Intellectual  Property Rights  necessary,  convenient or useful for the
         carrying on of the Immediate Edge Business fully and effectively in and
         to the extent to which it is presently conducted.

14.7     PROCEEDINGS

         (a)      No oppositions,  cancellation actions, proceedings,  Claims or
                  complaints  have been brought or threatened by any third party
                  or any  Governmental  Agency in relation to the Immediate Edge
                  Business Intellectual Property.

         (b)      The  Vendor  has not  entered  into any  settlement,  release,
                  co-existence  or  other  agreement,  and  there  are no  other
                  circumstances  (including an injunction,  undertaking or court
                  order) that might  reasonably be expected to adversely  affect
                  the  Vendor's  rights to use,  enforce  or  assign  any of the
                  Immediate Edge Business Intellectual Property.

14.8     COMPLIANCE

         All  steps  have  been  taken   diligently  for  the   prosecution  and
         maintenance  of  registrations  and  applications  in  respect  of  the
         Immediate Edge Business  Intellectual  Property and all steps have been
         taken  diligently for the  maintenance  and protection of  unregistered
         Immediate Edge Business Intellectual Property.

14.9     TRADE SECRET

         No trade  secret  or other  confidential  information  included  in the
         Immediate  Edge Business  Intellectual  Property has been  disclosed or
         made  available  to any third party  except in the  ordinary  course of
         business and subject to a binding  obligation of confidentiality on the
         part of the recipient.

                                      -35-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

14.10    BUSINESS NAMES AND DOMAIN NAMES

         (a)      The Vendor does not carry on the Immediate Edge Business under
                  any name other than its corporate  name or the Business  Names
                  listed in Schedule 3.

         (b)      All  registrations  of such Business  Names are in the name of
                  the Vendor and are current.

         (c)      The Vendor is validly licensed to use each of the Domain Names
                  the subject of the Domain Name licences.

         (d)      The Domain Name licences are transferable to the Purchaser and
                  are in good standing.

         (e)      All  Domain  Names used in the  Immediate  Edge  Business  are
                  listed in Schedule 3.

14.11    INTERNET PRODUCTS

         (a)      The  Internet  Products  are free  from  material  defects  in
                  materials and workmanship.

         (b)      The  Internet   Products  do  not  infringe  the  Intellectual
                  Property Rights of any third parties or constitute a breach of
                  any agreement with any other person;

         (c)      The  Internet  Products  will not,  in their  use or  intended
                  operation,  infringe the  Intellectual  Property Rights of any
                  third parties or constitute a breach of any agreement with any
                  other person.

         (d)      The Internet  Products do not contain any  Malicious  Code (as
                  defined below).

         (e)      The Internet  Products do not breach any obligations under the
                  privacy  Laws and will not, in the course of their  operation,
                  be in breach of those obligations.

         (f)      The  Internet  Products  have  not,  as at  the  date  of  the
                  execution  of this  Agreement,  been used for, nor at any time
                  prior to the Completion Date will they be used for:

                  (i)      illegal, fraudulent or defamatory purposes;

                  (ii)     the bulk transmission of unsolicited emails;

                  (iii)    the  sending  of  harassing,   obscene,  indecent  or
                           offensive emails;

                  (iv)     the transmission of any Malicious Code;

                  (v)      procuring  unauthorised  access to any other computer
                           accessible through the internet; and

                  (vi)     the   reproduction,    distribution,    transmission,
                           exploitation  or  publication  of any  material  that
                           constitutes  an  infringement  of  any   Intellectual
                           Property Rights of a third party.

         (g)      No oppositions,  cancellation actions, proceedings,  Claims or
                  complaints  have been brought or threatened by any third party
                  or  any  Governmental  Agency  in  relation  to  the  Internet
                  Products.

         (h)      The  Vendor  has not  entered  into any  settlement,  release,
                  co-existence  or  other  agreement,  and  there  are no  other
                  circumstances  (including an injunction,  undertaking or court
                  order) that might  reasonably be expected to adversely  affect
                  the  Vendor's  rights to use,  enforce  or  assign  any of the
                  Internet Products.

                                      -36-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

         MALICIOUS CODE means any computer  program,  code,  device or component
         that  is  designed  or may in the  ordinary  course  of its  operation,
         prevent, inhibit or impair the performance of an end user's system.

15.      RECORDS
--------------------------------------------------------------------------------

         (a)      The Records:

                  (i)      are  complete,  correct  and  not  misleading  in all
                           material respects;

                  (ii)     have been fully and properly maintained;

                  (iii)    give  a  true   and   fair   view   of  the   trading
                           transactions,  financial and contractual  position of
                           the  Immediate  Edge  Business  and of its assets and
                           liabilities; and

                  (iv)     so  far  as  is  relevant,   have  been  prepared  in
                           accordance  with  applicable  Laws and the Accounting
                           Standards.

         (b)      Any Records retained by the Vendor will not be utilised by the
                  Vendor in any way that would materially  prejudice the benefit
                  of the Business Assets sold to the Purchaser  pursuant to this
                  Agreement.

16.      INFORMATION
--------------------------------------------------------------------------------

         (a)      All the information concerning the Immediate Edge Business and
                  the Business  Assets,  including  information  provided in the
                  Disclosure Statement,  is complete,  true and accurate and not
                  misleading or deceptive whether by omission or otherwise.

         (b)      Any information which is material to an intending purchaser of
                  the Business  Assets and the  Immediate  Edge  Business and is
                  known by the Vendor  concerning  the  Business  Assets and the
                  Immediate  Edge  Business,   has  been  fully  and  accurately
                  disclosed by the Vendor as at the date of this  Agreement  and
                  as at the Completion Date.




















                                      -37-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 2
                              PURCHASER WARRANTIES

1.       SHARES AND CAPITAL
--------------------------------------------------------------------------------

1.1      TITLE AND CONSENTS

         The  Purchaser  is able to issue  and allot the  Immediate  Edge  Issue
         Shares  without  the  consent  of any  other  person  and  free  of any
         Encumbrance, pre-emptive rights or rights of first refusal.

1.2      ISSUED CAPITAL

         (a)      The  issued  capital of the  Purchaser  as at the date of this
                  Agreement is 1,200,000 Shares and will be altered prior to and
                  on Completion as specified in the table below:

---------------------------- ------------------------------ -------------------
DATE                         EVENT                          TOTAL ISSUED SHARE
                                                            CAPITAL
---------------------------- ------------------------------ -------------------
Execution of this Agreement  Existing share capital         1,200,000 Shares
---------------------------- ------------------------------ -------------------
Prior to Completion          Issue of 2,820,000 Shares      4,020,000 Shares
                             to Marillion Partnership,
                             Edward Wells Dale or their
                             nominees in accordance
                             with the 30 Day Challenge
                             Business and Assets
                             Acquisition Agreement
---------------------------- ------------------------------ -------------------
Completion                   Issue of 600,000 Shares to     4,620,000 Shares
                             Dan Raine or his nominee
---------------------------- ------------------------------ -------------------

         (b)      Except for the Shares  referred to in paragraph (a) above,  no
                  other Shares in the Purchaser  have been created or issued and
                  there are no outstanding  convertible  securities,  options or
                  agreements which either now or in the future:

                  (i)      entitle any person to call for the issue, purchase or
                           transfer  of any Shares,  debentures,  notes or other
                           securities in the Purchaser; or

                  (ii)     create or require to be created any security interest
                           over any of the Immediate Edge Issue Shares.

                                      -38-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

         (c)      To the knowledge of the Purchaser,  all legal requirements for
                  the  formation of the  Purchaser  and the issue of Shares have
                  been fully complied with.

1.3      NO LEGAL IMPEDIMENT

         The  execution,  delivery  and  performance  by the  Purchaser  of this
         Agreement complies with:

         (a)      each Law, regulation,  authorisation,  ruling, judgment, order
                  or decree of any Government Agency;

         (b)      the  constitution  or  other  constituent   documents  of  the
                  Purchaser; and

         (c)      any  security  interest  or  document  which is binding on the
                  Purchaser,

         and  will  not and is not  likely  to  cause  any  modification  of any
         document to which the Purchaser is a party such that the Purchaser will
         be  subject  to less  favourable  terms  under the  provisions  of that
         document  and will not and is not  likely  to cause any  breach  of, or
         termination or other materially adverse event under, any such document.

1.4      AUTHORISATIONS

         The  Purchaser  has  taken  all  necessary   action  to  authorise  the
         execution,  delivery and  performance  of this  Agreement in accordance
         with its terms.

1.5      TRANSFERABILITY OF SHARES

         There are no  restrictions  on the transfer of the Immediate Edge Issue
         Shares other than the restrictions contained in the constitution of the
         Purchaser and under applicable Law.

1.6      TRADING

         Other  than  as  disclosed  and  contemplated  by this  Agreement,  the
         Purchaser has not traded since its incorporation.

2.       AUTHORITY
--------------------------------------------------------------------------------

2.1      CORPORATE EXISTENCE

         The Purchaser:

         (a)      is a company  registered  in  accordance  with the laws of the
                  State of Delaware, United States of America;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  required  to be  registered  in any place as a foreign
                  company  except where it is registered or where the failure to
                  be so registered would not have a material adverse effect.

2.2      COMPLIANCE WITH CONSTITUENT DOCUMENTS

         The business affairs of the Purchaser have been conducted in accordance
         with the Certificate of Incorporation and Bylaws of the Purchaser which
         will  remain  unaltered  as from  the date of this  Agreement  up until
         Completion.

2.3      RECORDS

         To the knowledge of the Purchaser, all Records:

         (a)      are materially complete and accurate; and

         (b)      have been  prepared  and  maintained  in  accordance  with all
                  relevant Laws and Accounting Standards.

                                      -39-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

2.4      CONFIDENTIAL INFORMATION

         To the knowledge of the Purchaser, the Purchaser:

         (a)      has  not  disclosed  to any  person  any  of its  Confidential
                  Information,  except in the  normal  course of  conduct of its
                  business and subject to an agreement under which the recipient
                  is obliged to maintain the  confidentiality of the information
                  and is restrained  from using it other than for the purpose or
                  purposes for which it was disclosed;

         (b)      is not aware of any actual or alleged  misuse by any person of
                  any of its Confidential Information; and

         (c)      does not use any  processes  or is not  engaged  in any  other
                  activities  which  involve  the  misuse  of  any  Confidential
                  Information of any third party.

3.       DUE DILIGENCE DOCUMENTS
--------------------------------------------------------------------------------

3.1      INFORMATION ACCURATE

         The documents given by or on behalf of the Purchaser or its advisers to
         the Vendor or its advisers  pursuant to this  Agreement are accurate as
         at the date to which  they are  made up and  each  copy  document  is a
         complete  copy in all  material  respects  of the  document of which it
         purports to be a copy.

3.2      PROSPECTIVE FINANCIAL INFORMATION

         Notwithstanding  any other  provision  of this  Agreement,  neither the
         Purchaser nor any of its directors,  officers,  employees,  advisers or
         agents  makes  any  warranty  or  representation  in  relation  to  any
         financial forecast,  projection or financial model, whether or not such
         financial  forecast,  projection or financial  model is included in the
         Purchaser  Warranties  or provided to the Vendor prior to the execution
         of this Agreement.

4.       LITIGATION
--------------------------------------------------------------------------------

4.1      NO LITIGATION PENDING OR THREATENED

         As  far as the  Purchaser  is  aware,  no  investigation,  prosecution,
         litigation,  proceeding  or any  other  form of  mediation  or  dispute
         resolution is pending or threatened  regarding the  Purchaser,  nor any
         person for whom it is or may be liable.

4.2      NO CIRCUMSTANCES

         To the knowledge of the  Purchaser,  there are no  circumstances  which
         might  give  rise  to  any  investigation,   prosecution,   litigation,
         proceeding or any other form of mediation regarding the business of the
         Purchaser.

4.3      NO OFFENCE OR BREACH

         To the knowledge of the Purchaser, none of the Purchaser nor any of its
         officers has in conducting its business  committed any criminal offence
         or any tort or any breach of the  requirements or conditions of any Law
         or  any  breach  of  any  other  party's  rights  or  any  other  legal
         requirement  relating to the Purchaser,  the conduct of the business of
         the Purchaser or use of the Purchaser's assets.


                                      -40-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

5.       SOLVENCY
--------------------------------------------------------------------------------

5.1      NO LIQUIDATION OR WINDING-UP

         The  Purchaser  has not gone into  liquidation  or passed a  winding-up
         resolution or commenced steps for winding up or dissolution or received
         a  deregistration   notice  or  applied  for  deregistration  or  other
         analogous  process  under  the laws of the  State of  Delaware,  United
         States of America.

5.2      NO PETITION

         No petition or other process for winding up has been presented  against
         the  Purchaser  and to the  knowledge  of the  Purchaser  there  are no
         circumstances justifying a petition or other process.

5.3      NO WRIT OF EXECUTION

         No writ of execution  has issued  against the Purchaser or the property
         of the Purchaser  and to the  knowledge of the  Purchaser  there are no
         circumstances justifying a writ.

5.4      NO RECEIVER

         No receiver or receiver and manager of any part of the  undertaking  or
         assets of the Purchaser, has been appointed and to the knowledge of the
         Purchaser there are no circumstances justifying an appointment.

5.5      SOLVENCY

         The  Purchaser  is able to pay its debts as and when they fall due. The
         Purchaser  is not taken under  applicable  Laws to be unable to pay its
         debts or has stopped or  suspended,  or  threatened to stop or suspend,
         payment of all or a class of its debts.

6.       ACCURACY OF INFORMATION
--------------------------------------------------------------------------------

6.1      DISCLOSURE

         All information  given by or on behalf of the Purchaser or its advisers
         to the Vendor or its  advisers in respect of the  Purchaser is accurate
         and not misleading.

6.2      INFORMATION PROVIDED

         At as the date of this  Agreement,  the  Purchaser  is not aware of any
         materially adverse  information  relating to the Purchaser that has not
         been made available to the Vendor before the date of this Agreement.

                                      -41-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 3
                      IMMEDIATE EDGE INTELLECTUAL PROPERTY



ITEM 1:            BUSINESS NAMES

                   Immediate Edge


ITEM 2:            TRADE MARKS

                   Nil


ITEM 3:            PATENTS

                   Nil


ITEM 4:            DOMAIN NAMES

                   HTTP://WWW.IMMEDIATEEDGE.COM/


                   HTTP://WWW.IMMEDIATEEDGE.TV (WEBSITES)















                                      -42-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 4
                                INTERNET PRODUCTS



ITEM 1:           INTERNET PRODUCTS

                  The Websites (refer to Schedule 3)

                  Files and source code associated with the Websites

                  Operating  software  associated  with  the  Websites  and  the
                  Immediate Edge Business

                  Email addresses associated with the Websites

                  Rights to use the website and  autoresponder  copy  associated
                  with the Websites




























                                      -43-
<PAGE>

IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------


                                   SCHEDULE 5
                              DISCLOSURE STATEMENT



Nil







































                                      -44-
<PAGE>

IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------





                                   SCHEDULE 6
                                 CUSTOMER LISTS


1.       Customer and prospect email lists associated with the Websites; and

2.       Email addresses associated with the Immediate Edge Business.






























                                      -45-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 7
                              ASSUMED LIABILITIES


Trade Creditors:

Nil

































                                      -46-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 8
                                    CONTRACTS


1.       Contracts  evidencing  the rights of the Vendor to use the  website and
         autoresponder copy associated with the Websites;

2.       Revenue and expense operating accounts and contracts  including PayPal;
         and

3.       Contracts evidencing the rights of the Vendor to operate the Websites.



































                                      -47-

<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT



SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )


...............................       ..................................
Secretary/Director                   Director

...............................       ..................................
Name (please Print)                  Name (please Print)




SIGNED by DAN RAINE in the presence of:    )





...............................      ...................................
Signature of Witness                Signature of DAN RAINE

...............................      ...................................
(Print) Name of Witness             Address




















                                      -48-


<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                    ANNEXURE
                                    ACCOUNTS











































                                      -49-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------



                                   ANNEXURE B
                         DAN RAINE CONSULTANCY AGREEMENT








































                                      -50-
<PAGE>



CONSULTANCY AGREEMENT





30DC, INC.


and


DAN RAINE


















Level 14
Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656
WWW.HWLEBSWORTH.COM.AU












<PAGE>


                                TABLE OF CONTENTS



1.       DEFINITIONS AND INTERPRETATION.......................................1

         1.1      DEFINITIONS.................................................1
         1.2      INTERPRETATION..............................................3

2.       ENGAGEMENT AND PLACE OF WORK.........................................4

         2.1      ENGAGEMENT..................................................4
         2.2      PRINCIPAL PLACE OF WORK.....................................4

3.       COMMENCEMENT.........................................................4

4.       REMUNERATION AND REVIEW..............................................4

         4.1      REMUNERATION................................................4
         4.2      TAX.........................................................5
         4.3      PERFORMANCE BONUS...........................................5
         4.4      REVIEW......................................................5

5.       EXPENSES AND OTHER ENTITLEMENTS......................................5

         5.1      REIMBURSEMENT OF EXPENSES...................................5
         5.2      OTHER ENTITLEMENTS..........................................6
         5.3      ENTITLEMENT OF THE CONSULTANT ON THE OCCURRENCE
                  OF A TAKEOVER EVENT OR TRADE SALE...........................6

6.       PERFORMANCE OF SERVICES..............................................6

7.       POLICIES AND PROCEDURES..............................................7

8.       INTELLECTUAL PROPERTY................................................8

9.       CONFIDENTIALITY......................................................8

10.      CONFLICT OF INTEREST.................................................9

11.      TERMINATION..........................................................9

         11.1     RESTRICTION ON TERMINATION..................................9
         11.2     BY THE COMPANY WITHOUT NOTICE...............................9
         11.3     BY THE COMPANY WITH NOTICE.................................10
         11.4     BY THE CONSULTANT WITH NOTICE..............................10
         11.5     CONSEQUENCES OF TERMINATION................................10
         11.6     BOARD REACTION TO TERMINATION..............................10
         11.7     RETURN OF COMPANY PROPERTY.................................11

12.      REAPPOINTMENT.......................................................11

         12.1     REAPPOINTMENT..............................................11
         12.2     FURTHER AGREEMENT..........................................11
<PAGE>

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE..........................11

         13.1     DISPUTE....................................................11
         13.2     NOTICE OF DISPUTE..........................................11
         13.3     DISPUTE RESOLUTION.........................................12

14.      NOTICES.............................................................12

15.      GENERAL PROVISIONS..................................................13

         15.1     GOVERNING LAW..............................................13
         15.2     ENTIRE AGREEMENT...........................................13
         15.3     NO PARTNERSHIP OR EMPLOYMENT...............................13
         15.4     COSTS AND DUTY.............................................13
         15.5     NO RELIANCE................................................14
         15.6     NO WAIVER..................................................14
         15.7     SEVERABILITY...............................................14
         15.8     BINDING NATURE.............................................14
         15.9     NO VARIATION...............................................14
         15.10    NO ASSIGNMENT..............................................14
         15.11    COUNTERPARTS...............................................14
         15.12    EXTENT THAT THE LAW PERMITS................................14
         15.13    SPECIFIC PERFORMANCE.......................................14
         15.14    CUMULATIVE RIGHTS..........................................14

SCHEDULE.................................................................... 15





<PAGE>
CONSULTANCY AGREEMENT


DATE
--------------------------

PARTIES
--------------------------

                              30DC,  INC. of 69 Ardmillan  Road,  Moonee  Ponds,
                              Victoria, Australia


                                                                       (COMPANY)

                              DAN RAINE of 7 Norman Road, Runcorn, Cheshire, WA7
                              SPE, United Kingdom


                                                                    (CONSULTANT)


BACKGROUND
--------------------------

               A.             The Company proposes to acquire the Immediate Edge
                              Business from the  Consultant  in accordance  with
                              the terms and  conditions  of the  Immediate  Edge
                              Business and Assets Acquisition Agreement.

               B.             The  Company  wishes to engage the  Consultant  to
                              provide his skill and knowledge for the benefit of
                              the Company in connection  with the Immediate Edge
                              Business and the 30DC Group.

                              The  Consultant  accepts the Engagement and agrees
                              to make the  Services  available to the Company on
                              the   terms  and   conditions   set  out  in  this
                              Agreement.
--------------------------------------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP  means the  businesses  and  entities  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;


                                      -1-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in England;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Consultant under this Agreement;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" and "Pop the Top", to be acquired by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business  in  internet  marketing  and small  business  start up, to be
         acquired and  operated by the Company  pursuant to the  Immediate  Edge
         Business and Assets Acquisition Agreement;

         IMMEDIATE  EDGE  BUSINESS AND ASSETS  ACQUISITION  AGREEMENT  means the
         business and assets  acquisition  agreement  between the Consultant and
         the Company to be entered  into on or about the date of this  Agreement
         pursuant to which the Company will acquire the Immediate  Edge Business
         from the Consultant;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         REMUNERATION  means the  remuneration  package,  including  the Service
         Fees,  non fee payments and benefits  (for the  avoidance of doubt this
         does not include  performance-based  bonuses referred to in clause 4.2)
         provided to the Consultant in accordance with clause 4, set out in Item
         6 of the Schedule;

         SERVICE FEES means the service fees set out in Item 5 of the Schedule;

         SERVICES  means the services  provided by the Consultant to the Company
         in accordance  with the terms of this  Agreement,  details of which are
         set out in Item 4 of the Schedule to this Agreement; and

                                      -2-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in England;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.


                                      -3-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Company engages the Consultant to:

         (a)      provide the Services to the Company and the 30DC Group for the
                  Term unless the  Engagement  is  terminated by either party in
                  accordance with the terms of this Agreement;

         (b)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with the Services; and

         (c)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Consultant shall perform
         the  Services  at the  Principal  Place  of Work or  such  other  place
         nominated  by him  provided  he is  able to  perform  the  Services  as
         determined by the Board.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Consultant will commence work on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the  Remuneration  to the  Consultant  as
                  remuneration for his services.

         (b)      The  Remuneration  will  comprise  the Service  Fees and other
                  entitlements  as set out in Item 6 of the  Schedule  and shall
                  otherwise be adjusted in accordance with this Agreement.

         (c)      Subject to clause 4.1(d),  the Consultant  will be entitled to
                  receive  the  Remuneration  wholly by way of  service  fees or
                  partly by way of service  fees and partly by way of such other
                  benefits as the Company  may  lawfully  provide to him, as the
                  Consultant  may elect  from time to time  consistent  with the
                  policy of the Company on such matters,  provided that the cost
                  to the Company,  including any applicable tax, does not exceed
                  the Remuneration.

         (d)      The  Service  Fees will be paid to the  Consultant  monthly in
                  arrears, on or before the 15th day of each Month following the
                  Month for which the payment is made, apportioned, if necessary
                  on a daily basis,  or as otherwise  agreed between the parties
                  in writing.

         (e)      The  Remuneration is  consideration  to the Consultant for all
                  time worked or time off in lieu of time worked,  as such,  the
                  Consultant   is  not  entitled  to   additional   payment  for
                  Reasonable  Additional  Hours  worked,  or time off in lieu of
                  Reasonable Additional Hours worked.

                                      -4-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


4.2      TAX

         (a)      Where the  Consultant is a bona fide  self-employed  person he
                  shall be solely responsible for making all his own returns and
                  deductions  with  regard  to tax  and  national  insurance  in
                  respect  of the  Remuneration  and the  Consultant  agrees  to
                  indemnify  the  Company in respect of any and all claims  that
                  may be made by the relevant authorities against the Company in
                  respect of tax and national insurance.

         (b)      Where the Consultant is not a bona fide self-employed  person,
                  invoices  should  quote the  Consultant's  national  insurance
                  number. In this instance national  insurance and income tax at
                  standard  rates will be deducted by the Company before payment
                  is made.  If the  Consultant's  personal tax liability is at a
                  higher   rate  then  he  must   notify  the   Inland   Revenue
                  accordingly.

4.3      PERFORMANCE BONUS

         In  addition to the  Remuneration,  the Board and the  Consultant  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 7 of the
         Schedule.

4.4      REVIEW

         (a)      The  Remuneration  will be  subject  to  annual  review by the
                  Board.  At each  review,  the  Remuneration  will be  reviewed
                  having regard to such matters as the  responsibilities  of the
                  Consultant,  the  performance  of the Immediate Edge Business,
                  the  performance  of  the  Company,  the  performance  of  the
                  Consultant,  the remuneration available outside the 30DC Group
                  for persons with responsibilities and experience equivalent to
                  those of the  Consultant and who provide  services  similar to
                  the  Services  and the  benefits  which have  accrued and will
                  accrue to the Consultant under this Agreement.  At each review
                  the  Remuneration may be increased by such amount as the Board
                  may  determine  and any such  increase will take effect on the
                  date determined by the Board.

         (b)      The Consultant  may, at any time in writing,  request that the
                  Remuneration   be  varied.   The  Company  may  after  a  full
                  investigation  into performance  agree to the variation of the
                  Remuneration  and the terms of this Agreement shall be altered
                  accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation  of  the  Remuneration.  However,  it  shall  not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the  Remuneration.  (d) In the event that there is a change in
                  the cost of the other entitlements  provided to the Consultant
                  arising from any cause whatsoever,  the Company shall have the
                  right after  notification to the Consultant to alter the terms
                  of the Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      REIMBURSEMENT OF EXPENSES

         The Company will reimburse the  Consultant for all reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred by him in the  provision  of the  Services
         provided that the Consultant  must produce to the Chairman such records
         and receipts  verifying  those  expenses as the Chairman may reasonably
         request in  accordance  with the  Company's  policy in this regard from
         time to time.

                                      -5-
<PAGE>

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way, the  Consultant  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the Consultant in the performance of the Services  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE CONSULTANT ON THE OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company,

                          during the Term.

         (b)      Notwithstanding the provisions of clause 11.1, if a Trade Sale
                  or a Takeover  Event occurs and this  Agreement is effectively
                  terminated,  then in addition to any other entitlements due to
                  the Consultant in accordance with the terms of this Agreement,
                  the Consultant will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that,  if the  Agreement had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Consultant  because  of the
                           Agreement continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Service Fees.

6.       PERFORMANCE OF SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Consultant:

                  (i)      will carry out the  Services  to his best  reasonable
                           skill  and  ability  and in so  doing he must use his
                           best endeavours to further the prosperity and enhance
                           the  reputation of the Company and the 30DC Group and
                           must comply with all lawful  orders and  instructions
                           given to him by the Board; and

                                      -6-
<PAGE>

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Consultant from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Engagement
                  the Consultant must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably  necessary to the  provision of the Services and to
                  the business of the 30DC Group.

         (c)      The Consultant acknowledges that:

                  (i)      the   Remuneration   includes  a  provision  for  the
                           Reasonable  Additional Hours which the Consultant may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

         (d)      The Consultant must undertake such travel during the course of
                  the Engagement as the Company may reasonably require from time
                  to time.

         (e)      In addition to the above provisions the Consultant must:

                  (i)      carry  out all  lawful  and  reasonable  instructions
                           given to the  Consultant  by the Board in relation to
                           the Services;

                  (ii)     serve  the  Company  and the 30DC  Group  faithfully,
                           efficiently  and diligently and exercise all due care
                           and skill in the performance of the Services;

                  (iii)    refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iv)     not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business;

                  (v)      keep  confidential all raw data and trade secrets the
                           Consultant  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group; and

                  (vi)     carry out any other duties reasonably required by the
                           Company  and  the  30DC  Group  to  the  best  of the
                           Consultant's skills and abilities.

         (f)      Each of the Company and the  Consultant  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The  Company,  in order to comply  with its legal  obligations
                  best practice,  will from time to time introduce  policies and
                  procedures   with   respect   to,   for   example,   workplace
                  surveillance    (including    email   and   internet   usage),
                  anti-discrimination,    equal   employment   opportunity   and
                  occupational health and safety.

                                      -7-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The  Consultant  agrees to read and become  familiar with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  and  procedures  do not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Consultant may include warning or termination.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created by the  Consultant  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Engagement,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation, and the Consultant will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Consultant and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Consultant  shall assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Consultant  using the Company's  resources,  on
                  the Company's premises or in the course of the Engagement.

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Consultant,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Consultant must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Consultant  gives  consent to the Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Engagement,   which  would  otherwise  be  an
                  infringement of the Consultant's  moral rights in the relevant
                  work.

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Consultant must not, except:

                  (i)      in the proper course of his duties;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Consultant  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

                                      -8-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The Consultant must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During the Term, the Consultant  must use his best  endeavours
                  to  prevent  the   unauthorised   disclosure  of  any  of  the
                  Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Consultant  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Consultant acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Consultant  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Consultant must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest that may conflict with the provision of the
                  Services  and the  conduct of his  duties or  responsibilities
                  under this  Agreement  or with the business of the Company and
                  the 30DC Group.

         (b)      The  Consultant  may,  with the prior  written  consent of the
                  Board, engage in activities outside the Engagement where:

                  (i)      the Consultant's  involvement in such activities does
                           not affect the provision of the Services;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 24 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where the Board decides to terminate the Agreement for reasons
                  specified  in  this  clause,  it  may do so by  giving  notice
                  effective   forthwith   and  without   payment  of  any  fees,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Consultant:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing the Services for a period of not less than
                           three consecutive  Months or any periods  aggregating
                           not  less  than  three  Months  in any  period  of 12
                           Months;

                                      -9-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Consultant,  the  Company  or  the  30DC  Group  into
                           serious disrepute;

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors;

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health; or

                  (vii)    fails to carry out any  provision  of this  Agreement
                           (the  onus of proof of  which,  upon the  balance  of
                           probabilities,  will rest with the  Company) and does
                           not  remedy  that  failure  within  seven  days after
                           written notice to the  Consultant  requiring it to be
                           remedied.

11.3     BY THE COMPANY WITH NOTICE

         Subject to clause 11.1,  the Company may terminate the Agreement at any
         time by giving six Months' notice in writing to the Consultant.

11.4     BY THE CONSULTANT WITH NOTICE

         Subject to clause 11.1,  the  Consultant may terminate the Agreement at
         any time by giving six Months' notice in writing to the Company. If the
         Consultant does not give the required period of notice then the Company
         may withhold money  equivalent to the Remuneration for the shortfall in
         the required period of notice, on the basis that amount be forfeited by
         the Consultant to the Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Consultant or the Company gives notice of termination
         of the Agreement, on the date that notice is given or at any time after
         that  during the  currency  of the  notice,  the  Company  will pay the
         Consultant a lump sum equal to at least the total of all amounts  that,
         if the Engagement had continued until the end of the required period of
         notice,  the Company would have become liable to pay to the  Consultant
         because of the Engagement continuing during that period. If the Company
         makes  that  payment  then the  Agreement  terminates  on tender by the
         Company to the Consultant of that lump sum.

11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Consultant  gives the other
         notice of termination of the Agreement,  the Board will  immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Consultant, the performance of the Services and the duties and
                  responsibilities that were being carried out by the Consultant
                  immediately  prior to the date upon  which any such  notice of
                  termination is given; and

         (b)      require the  Consultant to assist any person  appointed as his
                  successor  to perform  the  Services  and to perform  all such
                  tasks and provide all such  assistance to the successor as the
                  Board may deem  necessary  and for such period  within the six
                  Month period of notice as the Board may determine to ensure an
                  orderly    handover   of   the    Consultant's    duties   and
                  responsibilities to the successor.

11.7     RETURN OF COMPANY PROPERTY

         The Consultant  expressly  covenants that he shall immediately upon the
         termination   of  the   Agreement   deliver  up  to  the   Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in his
         possession  or under his control and the  Consultant  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -10-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


12.      REAPPOINTMENT
--------------------------------------------------------------------------------

12.1     REAPPOINTMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Consultant  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Consultant  shall be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of  the  Term  of  their  decision  regarding
                  re-appointment pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         Upon  agreement  in relation to  re-appointment  of the  Consultant  in
         accordance with this clause 12:

         (a)      the Consultant shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the continued  service of the  Consultant  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new agreement.

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

                                      -11-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

         the parties must mediate the Dispute in  accordance  with the mediation
         rules of English law and the  mediator  will be selected by the English
         courts.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Consultant:

                   Address:            Dan Raine
                                       7 Norman Road
                                       Runcorn, Cheshire WA7 SPE
                                       United Kingdom
                   Email:              DAN@WURANGA.COM
                   Attention:          Dan Raine


                                      -12-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------



         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              RANDALL.EWENS@CORPORATELOGIC.COM.AU
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This Agreement is governed by the laws of England and the parties agree
         to submit to the non-exclusive jurisdiction of the English courts.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO PARTNERSHIP OR EMPLOYMENT

         (a)      Nothing in this  Agreement is intended to create a partnership
                  between the Consultant and the Company.

         (b)      This  Agreement  does  not  constitute  the   relationship  of
                  employee and employer between the Consultant and the Company.

15.4     COSTS AND DUTY

         (a)      The Company will pay the costs connected with the negotiation,
                  preparation and execution of this Agreement.

         (b)      The  Company  must pay all  stamp  duty and  other  government
                  imposts  payable in  connection  with this  Agreement  and all
                  other documents and matters referred to in this Agreement when
                  due.

                                      -13-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


15.5     NO RELIANCE

         The Consultant  acknowledges  that the Consultant has entered into this
         Agreement without relying on any representation by the Company.

15.6     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.7     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

15.8     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.9     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.10    NO ASSIGNMENT

         The Consultant may not without the prior written consent of the Company
         assign or encumber all or any part of his rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   person  to  assume  the
         Consultant's obligations under this Agreement.

15.11    COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.12    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.13    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.14    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.



                                      -14-

<PAGE>
<TABLE>
<CAPTION>

CONSULTANCY AGREEMENT                                                                                 HWL EBSWORTH
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>

                                               SCHEDULE


ITEM 1                              June 2009
Commencement Date

ITEM 2                              The period of three years from the Commencement Date
Term

ITEM 3                              7 Norman Road, Runcorn, Cheshire WA7 SPE, United Kingdom
Principal Place of Work

ITEM 4                              The services provided by the Consultant will include:
Services
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Immediate Edge Business,  the Company and the rest of
                                             the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Immediate  Edge  Business,  the  Company,  the rest of the 30DC
                                             Group and  associated  entities to aid the  profitable  operation of
                                             the Immediate  Edge  Business,  the Company and the rest of the 30DC
                                             Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading and  managing the  day-to-day  operations  of the  Immediate
                                             Edge  Business as the Company may direct and any other  related work
                                             that shall reasonably be requested by the Board.



ITEM 5                              US$
Service Fees

ITEM 6                              US$250,000  + US$   + US$   =
Remuneration                        US$

                                    1.       If the  revenue  of the  30DC  Group  in any  year of the  Agreement
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Consultant  that  number  of  shares  in the  Company
                                             comprising 50% of the Service Fees.

                                    2.       The  Consultant  will  be  entitled  to  participate  in any  senior
                                             executive  stock  option  plan adopted  by the Company on listing on
                                             the OTC Bulletin Board.

                                    3.       The  Consultant   will  be  entitled  to  other  such  benefits  and
                                             incentive payments,  as may be deemed appropriate by the Company and
                                             the 30DC Group
</TABLE>

<PAGE>



EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )

/s/ Clinton Carey                               /s/ Edward Dale
..........................................       ................................
Secretary/Director                              Director

Clinton Carey                                   Edward Dale
..........................................       ................................
Name (please Print)                             Name (please Print)




SIGNED by DAN RAINE in the presence of:     )
                                            )



                                                /s/ Dan Raine
..........................................       ................................
Signature of Witness                            Signature of DAN RAINE

                                                7 Norman Road, Runcorn,
                                                Cheshire WA7 SPE, United Kingdom
..........................................       ................................
(Print) Name of Witness                         Address

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>3
<FILENAME>thirtydayagr.txt
<TEXT>























                                   EXHIBIT 2.3
           30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT

<PAGE>


30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT





30DC, INC.


and


Marillion Partnership


and


Edward Wells Dale










HWL EBSWORTH
        LAWYERS

Level 14, Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656

WWW.HWLEBSWORTH.COM.AU
Ref:     PJS:SS:164845


<PAGE>

                                TABLE OF CONTENTS


1.  DEFINITIONS AND INTERPRETATION.............................................1

    1.1      DEFINITIONS.......................................................1
    1.2      INTERPRETATION....................................................6
    1.3      BUSINESS DAY AND DAY..............................................7
    1.4      JOINT AND SEVERAL LIABILITY.......................................8

2.  SALE AND PURCHASE..........................................................8

    2.1      SALE..............................................................8
    2.2      FREE FROM ENCUMBRANCES............................................8
    2.3      CONSIDERATION.....................................................8

3.  COMPLETION.................................................................8

    3.1      TIME AND PLACE....................................................8
    3.2      TITLE AND RISK....................................................8
    3.3      DELIVERY OF BUSINESS..............................................9
    3.4      COMPLETION OBLIGATIONS OF THE COMPANY.............................9
    3.5      VENDORS' OBLIGATIONS AT COMPLETION................................9
    3.6      ASSIGNMENT OF 30 DAY CHALLENGE BUSINESS INTELLECTUAL PROPERTY....10
    3.7      COMPLETION ACTIONS ARE SIMULTANEOUS..............................10

4.  PERIOD AFTER COMPLETION...................................................10

    4.1      CARRYING ON OF BUSINESS..........................................10
    4.2      DOCUMENTS TO BE AVAILABLE AFTER COMPLETION.......................11
    4.3      PAYMENTS BELONGING TO THE COMPANY................................11

5.  ADJUSTMENTS...............................................................11

6.  CONTRACTS AND APPROVALS...................................................11

    6.1      GENERALLY........................................................11
    6.2      NOVATION OR ASSIGNMENT...........................................11
    6.3      FAILED ASSIGNMENT OR NOVATION....................................12
    6.4      INDEMNITY FROM THE VENDORS.......................................12

7.  ASSUMED LIABILITIES.......................................................12

    7.1      ASSUMPTION OF ASSUMED LIABILITIES................................12
    7.2      DEBTS AND LIABILITIES OWING BY THE VENDORS.......................12

8.  WARRANTIES................................................................13

    8.1      GIVING OF WARRANTIES.............................................13
    8.2      INVESTIGATION BY THE VENDORS.....................................13
    8.3      INVESTIGATION BY THE COMPANY.....................................13
    8.4      INDEPENDENT WARRANTIES...........................................13
    8.5      INDEMNITY BY THE VENDORS.........................................14
    8.6      INDEMNITY BY THE COMPANY.........................................14

<PAGE>

    8.7      RELIANCE.........................................................14
    8.8      NON-MERGER AND SURVIVAL OF WARRANTIES............................14
    8.9      CONTINUING VENDORS' INDEMNITIES AND SURVIVAL OF INDEMNITIES......14
    8.10     LIMITATION OF LIABILITY UNDER THE VENDOR WARRANTIES..............15
    8.11     CONTINUING COMPANY INDEMNITIES AND SURVIVAL OF INDEMNITIES.......15
    8.12     LIMITATION OF LIABILITY UNDER THE COMPANY WARRANTIES.............15
    8.13     BREACH OF WARRANTY...............................................15
    8.14     WARRANTIES LIMITED BY EXTENT OF KNOWLEDGE........................15

9.  LIMITATION OF LIABILITY...................................................16

    9.1      NO LIABILITY - COMPANY...........................................16
    9.2      NO LIABILITY - VENDORS...........................................16
    9.3      MINIMUM AMOUNT OF CLAIMS.........................................16
    9.4      MAXIMUM LIABILITY FOR CLAIMS.....................................17
    9.5      REIMBURSEMENT FOR AMOUNTS RECOVERED..............................17
    9.6      THIRD PARTY CLAIMS...............................................17
    9.7      NON-EXCLUDABLE TERMS.............................................17

10. TAX LIABILITY.............................................................18

    10.1     VENDORS MUST CO-OPERATE..........................................18
    10.2     PAYMENT OF TAX...................................................18

11. RECORDS...................................................................18

12. RESTRAINT.................................................................18

    12.1     DEFINITION.......................................................18
    12.2     UNDERTAKINGS BY THE VENDORS......................................18
    12.3     SEPARATE UNDERTAKINGS............................................19
    12.4     VALUE OF THE 30 DAY CHALLENGE BUSINESS...........................19
    12.5     LEGAL ADVICE.....................................................19
    12.6     INJUNCTION.......................................................19
    12.7     SURVIVAL OF OBLIGATIONS..........................................19

13. ANNOUNCEMENTS.............................................................20

    13.1     LEGAL REQUIREMENTS...............................................20
    13.2     DISCLOSURE TO OFFICERS AND PROFESSIONAL ADVISERS.................20
    13.3     FURTHER PUBLICITY................................................20

14. DUTIES, COSTS AND EXPENSES................................................20

    14.1     DUTIES...........................................................20
    14.2     COSTS AND EXPENSES...............................................20
    14.3     COSTS OF PERFORMANCE.............................................20

15. NOTICES...................................................................20


<PAGE>

16. GENERAL...................................................................22

    16.1     GOVERNING LAW AND JURISDICTION...................................22
    16.2     AMENDMENT........................................................22
    16.3     WAIVER...........................................................22
    16.4     EXERCISE OF A RIGHT..............................................22
    16.5     ASSIGNMENT.......................................................22
    16.6     SEVERANCE........................................................22
    16.7     COUNTERPARTS.....................................................23
    16.8     NO MERGER........................................................23
    16.9     CONSENT..........................................................23
    16.10    SURVIVAL OF INDEMNITIES..........................................23
    16.11    ENTIRE AGREEMENT.................................................23
    16.12    EXTENT THAT THE LAW PERMITS......................................23
    16.13    POWER OF ATTORNEY................................................24
    16.14    CUMULATIVE RIGHTS................................................24
    16.15    FURTHER ASSURANCES...............................................24
    16.16    CONFIDENTIALITY..................................................24
    16.17    ENFORCEMENT OF INDEMNITIES.......................................25
    16.18    SPECIFIC PERFORMANCE.............................................25
    16.19    KNOWLEDGE OF THE WARRANTOR.......................................25
    16.20    TIME OF THE ESSENCE..............................................25
    16.21    INCONSISTENCY....................................................25

SCHEDULE 1 COMPANY WARRANTIES.................................................26

SCHEDULE 2 VENDOR WARRANTIES..................................................30

SCHEDULE 3 30 DAY CHALLENGE INTELLECTUAL PROPERTY.............................43

SCHEDULE 4 INTERNET PRODUCTS..................................................44

SCHEDULE 5 DISCLOSURE STATEMENT...............................................45

SCHEDULE 6 CUSTOMER LISTS.....................................................46

SCHEDULE 7 ASSUMED LIABILITIES................................................47

SCHEDULE 8 CONTRACTS..........................................................48

ANNEXURE A ACCOUNTS...........................................................50

ANNEXURE B ED DALE EXECUTIVE SERVICES AGREEMENT...............................51


<PAGE>

30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------



30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT


DATE                       July 2010
--------------------------

PARTIES
--------------------------

                           30DC, INC. of 69 Ardmillan Road,
                           Moonee Ponds, Victoria, Australia

                                                                       (COMPANY)

                           MARILLION PARTNERSHIP of 69 Ardmillan Road
                           Moonee Ponds, Victoria, Australia


                                                                     (MARILLION)

                           EDWARD WELLS DALE of 69 Ardmillan Road
                           Moonee Ponds, Victoria, Australia

                                                                          (DALE)


                    (Marillion and Dale are together referred to as the VENDORS)


BACKGROUND
--------------------------
A.
                           The Vendors own the Business  Assets and carry on the
                           30 Day Challenge Business.
B.
                           The  Company was  incorporated  in  Delaware,  United
                           States of America on October 17, 2008 for the purpose
                           of    acquiring     and     developing     successful
                           internet-related  marketing  products,  services  and
                           technology businesses.
C.
                           Pursuant to the Overarching Deed of Agreement entered
                           into  by  the  Company,  the  WCCL  Shareholders  (as
                           defined below),  WCCL (as defined  below),  Raine (as
                           defined  below)  and  the  Vendors  on  or  about  14
                           November  2008,  the Company agreed to acquire the 30
                           Day Challenge  Business and the Business  Assets from
                           the  Vendors  in   accordance   with  the  terms  and
                           conditions of the  Overarching  Deed of Agreement and
                           this Agreement.
D.
                           The Vendors  agree to sell and the Company  agrees to
                           purchase  the  30  Day  Challenge  Business  and  the
                           Business Assets in consideration for the issue by the
                           Company  of  2,820,000  Shares on  Completion  to the
                           Vendors or their nominees on the terms and conditions
                           of this Agreement.

                           -----------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context requires otherwise:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Vendors;
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         30 DAY CHALLENGE BUSINESS  INTELLECTUAL PROPERTY means the Intellectual
         Property  Rights  set  out in  Schedule  3 and any  other  Intellectual
         Property  Rights  owned  by  the  Vendors  and  relating  to the 30 Day
         Challenge Business;

         30 DAY CHALLENGE  BUSINESS NAMES means the registered and  unregistered
         business names listed in Item 1 Schedule 3;

         ACCOUNTING STANDARDS means:

         (a)      in  relation  to  the  Company,   the  applicable   accounting
                  standards  and  practices   required   under  the   applicable
                  Legislation of the State of Delaware, United States of America
                  and, to the extent none are  applicable,  in  accordance  with
                  accounting  principles and practices generally accepted in the
                  United States of America; and

         (b)      in  relation  to  the  Vendors,   the  applicable   accounting
                  standards set by the Australian  Accounting Standards Board as
                  amended from time to time;

         ACCOUNTS  means the  unaudited  balance  sheet,  income  statement  and
         statement  of  cashflow  of  the 30 Day  Challenge  Business  as at the
         Accounts Date and the unaudited  statement of financial  performance of
         the 30 Day  Challenge  Business  for the  financial  year ending on the
         Accounts Date, set out in Annexure A;

         ACCOUNTS DATE means 30 June 2010;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

         APPROVALS   means   the   permits,   licences,   consents   and   other
         authorisations relating to the 30 Day Challenge Business;

         ASSUMED LIABILITIES means the Trade Creditors;

         BUSINESS ASSETS means all the assets owned by the Vendors including:

         (a)      the Goodwill;

         (b)      the Internet Products;

         (c)      the 30 Day Challenge Business Intellectual Property;

         (d)      the 30 Day Challenge Business Names;

         (e)      the custom of the customers described in the Customer Lists;

         (f)      the Records;

         (g)      the benefit of the Contracts;

         (h)      the benefit of the Supply Agreements;

         (i)      the benefit of the Approvals;

         (j)      the Trade Debtors; and

         (k)      all other tangible or intangible  assets owned and used by the
                  Vendors in the 30 Day Challenge Business,

         BUSINESS  DAY  means a day on which  banks  are open  for  business  in
         Delaware,  United  States of America,  but  excluding  any  Saturday or
         Sunday;

                                      -2-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         CASH  means the cash at bank on  deposit  or at hand of the  Vendors in
         respect of the 30 Day Challenge Business and other amounts constituting
         cash within the meaning of the  Accounting  Standards as at the date of
         this Agreement;

         CLAIM means any allegation,  debt, cause of action,  Liability,  claim,
         proceeding,  suit or demand of any nature howsoever arising and whether
         present  or  future,  fixed or  unascertained,  actual  or  contingent,
         whether at Law, in equity, under statute or otherwise;

         COMPANY WARRANTY means each of the  representations and warranties made
         by the Company  listed in Schedule 1 and COMPANY  WARRANTIES  means any
         two or more of them;

         COMPLETION  means the completion of the sale and purchase of the 30 Day
         Challenge  Business and the Business Assets, the issue and allotment of
         the Issue Shares and the other steps required under clause 3;

         COMPLETION  DATE  means 1 August  2010,  or such  other  date  that the
         parties agree in writing;

         CONFIDENTIAL INFORMATION means:

         (a)      a  trade  secret,   information,   idea,  concept,   know-how,
                  technology,  process and knowledge which is confidential or of
                  a sensitive nature; but

         (b)      it does not include:

                  (i)      anything in the public domain; or

                  (ii)     anything   known  to  the  recipient   party  of  the
                           confidential  information  before this  Agreement  is
                           executed;

         CONTRACTS  means the  agreements,  tenders,  quotations  and  orders in
         respect of the 30 Day Challenge Business to which any of the Vendors is
         a party and that are wholly or partly to be performed after Completion;

         CUSTOMER  LISTS means the lists of all of the  customers of the Vendors
         including without limitation, the list of customers set out in Schedule
         6;

         DISCLOSURE STATEMENT is the statement set out in Schedule 5;

         DOMAIN NAMES means the domain names listed in Item 4 Schedule 3;

         DUTY  means any  stamp,  transaction  or  registration  duty or similar
         charge  imposed  by any  Government  Agency  and  includes,  but is not
         limited to, any interest, fine, penalty, charge or other amount imposed
         in respect of the above but excludes any Tax;

         ED DALE  EXECUTIVE  SERVICES  AGREEMENT  means the  executive  services
         agreement  between the  Company and Dale to be executed  prior to or on
         the  Completion  Date, a copy of which is attached to this Agreement as
         Annexure B;

         ENCUMBRANCE  means an encumbrance or Security  Interest,  including but
         not limited to a mortgage, a fixed charge, a floating charge, a pledge,
         lien,  conditional  sale  agreement,  hire or hire purchase  agreement,
         option,  restriction as to transfer, use or possession,  easement, or a
         subordination to a right of a person;

         GOODWILL  means the goodwill of the Vendors in and  attaching to the 30
         Day Challenge Business;

         GOVERNMENT AGENCY means any government or governmental, administrative,
         monetary, fiscal or judicial body, department,  commission,  authority,
         tribunal, agency or entity in any part of the world;

                                      -3-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by Raine;

         INSOLVENCY EVENT in respect of a party means:

         (a)      a receiver,  receiver and manager,  official manager, trustee,
                  administrator or similar  official is appointed,  or steps are
                  taken  by that  party  for such  appointment,  over any of the
                  assets or undertakings of that party;

         (b)      that party suspends payment of its debts generally;

         (c)      that party is or becomes unable to pay its debts when they are
                  due;

         (d)      that  party   enters  into  or  resolves  to  enter  into  any
                  arrangement, composition or compromise with, or assignment for
                  the benefit of, its creditors or any class of them;

         (e)      that party ceases to carry on business;

         (f)      an order is made to place that party under official management
                  or a  resolution  is  passed  or any steps are taken to pass a
                  resolution to place that party under official management,  and
                  such  application  or  order  or  steps  are not set  aside or
                  opposed within a period of 45 Business Days thereafter; or

         (g)      an order is made for the  winding-up  or  dissolution  of that
                  party or a resolution is passed or any steps are taken by that
                  party to pass a resolution  for the  winding-up or dissolution
                  of  that  party   otherwise   than  for  the   purpose  of  an
                  amalgamation or reconstruction;

         INTELLECTUAL  PROPERTY  LICENSE means an agreement under which a person
         obtains the right to use an Intellectual  Property Right which does not
         give ownership of an Intellectual Property Right;

         INTELLECTUAL PROPERTY RIGHT means:

         (a)      a company name;

         (b)      a business name;

         (c)      a domain name;

         (d)      a trade mark;

         (e)      a logo;

         (f)      a design;

         (g)      copyright;

         (h)      Confidential Information and know-how;

         (i)      a patent, a patent application,  a discovery,  an invention, a
                  registered and unregistered  design, a copyright and a similar
                  right; or

         (j)      an Intellectual Property Licence;

                                      -4-
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         INTERNET  PRODUCTS  means the software,  computer  programs and related
         internet  products  created  by the  Vendors  for the 30 Day  Challenge
         Business or used in the conduct of the 30 Day Challenge  Business,  set
         out in Schedule 4;

         ISSUE SHARES means 2,820,000 Shares;

         LAW  includes  any  requirement  of  any  statute,   rule,  regulation,
         proclamation,  ordinance  or by-law,  present or  future,  and  whether
         state,  federal or  otherwise  of the  United  States of America or the
         Commonwealth of Australia;

         LEGISLATION means any Law or industrial or employment award,  agreement
         or instrument of the United  States of America or the  Commonwealth  of
         Australia;

         LIABILITY means any debt or other monetary  liability or penalty,  fine
         or  payment  or  any  liabilities   (whether   actual,   contingent  or
         prospective),  losses, damages, costs and expenses of whatsoever nature
         or description including without limitation, any loans;

         LOSS means,  with respect to a person,  the loss suffered or expense or
         Liability  incurred  by the person or the damages or costs to which the
         person  is  entitled  or an  amount  payable  to the  person  under  an
         indemnity or otherwise;

         MATERIAL ADVERSE EFFECT means:

         (a)      in relation to a Vendor Warranty, a material adverse effect on
                  the  financial  condition or operations or prospects of the 30
                  Day Challenge Business taken as a whole (when compared to what
                  the  financial  condition or operations or prospects of the 30
                  Day Challenge  Business  would be if the Vendor  Warranty were
                  true); and

         (b)      when  used  in  all  other  cases  in  relation  to the 30 Day
                  Challenge Business, a material adverse effect on the financial
                  conditions, or operations or prospects of the 30 Day Challenge
                  Business taken as a whole.

         For the  purposes  of this  definition,  a material  adverse  effect is
         deemed to include any  reduction  in the Net  Profits  After Tax of the
         Business of 10% or more;

         NET  PROFITS  AFTER TAX is to be  interpreted  in  accordance  with the
         Accounting Standards;

         OVERARCHING  DEED OF AGREEMENT means the overarching  deed of agreement
         entered into by the Company, the WCCL Shareholders, WCCL, Raine and the
         Vendors  dated  on  or  about  14  November  2008  in  respect  of  the
         acquisition by the Company of the entire issued capital of WCCL, the 30
         Day Challenge Business and the Immediate Edge Business;

         POWER means any right, power, authority, discretion or remedy conferred
         by this Agreement or any applicable Law;

         RAINE means Dan Raine of 7 Norman  Road,  Runcorn,  Cheshire,  WA7 SPE,
         United Kingdom;

         RECORDS  means  originals  and copies,  in machine  readable or printed
         form, of all books, files, manuals, reports,  records,  correspondence,
         documents  and other  material  of,  relating to or used in  connection
         with,  the  30  Day  Challenge  Business  or the  Business  Assets  and
         includes:

         (a)      a minute  book,  a statutory  book and a  register,  a book of
                  account  and a copy  of a  taxation  return  and a  notice  of
                  assessment;

         (b)      sales literature, market research reports, brochures and other
                  promotional  material (including  printing blocks,  negatives,
                  sound tracks and associated material);

         (c)      all sales and purchasing records;

         (d)      trading and financial records;

         (e)      lists of all regular suppliers and distributors; and

                                      -5-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         (f)      the Customer Lists;

         SECURITY INTEREST means an interest or power:

         (a)      reserved in or over an interest  in any asset  including,  but
                  not limited to, any retention of title; or

         (b)      created or  otherwise  arising in or over any  interest in any
                  asset under a bill of sale,  mortgage,  charge,  lien, pledge,
                  trust or power,

         by way of  security  for the  payment  of a debt or any other  monetary
         obligation or the performance of any other obligation and includes, but
         is not limited to, any agreement to grant or create any of the above;

         SHARE means a fully paid  ordinary  share in the issued  capital of the
         Company and SHARES means any two or more of them;

         SUPPLY  AGREEMENTS means the supply agreements in respect of the 30 Day
         Challenge  Business to which any of the Vendors is a party,  details of
         which are contained in Schedule 8;

         TAX  means  any  tax,  levy,  charge,  impost,  duty,  fee,  deduction,
         compulsory loan or withholding,  which is assessed,  levied, imposed or
         collected by any Government Agency and includes,  but is not limited to
         any interest,  fine,  penalty,  charge, fee or any other amount imposed
         on, or in respect of any of the above but excludes Duty;

         TRADE  CREDITORS  means the trade creditors in respect of the supply of
         goods and  services to the 30 Day  Challenge  Business in the  ordinary
         course which are owing at Completion, as set out in Schedule 7;

         TRADE  DEBTORS  means the trade  debtors  of the  Vendors in respect of
         trade debts and other receivables owed to the Vendors at Completion and
         any notes and securities for them held by the Vendors;

         TRADE MARKS means the registered and unregistered trade marks listed in
         Item 2 Schedule 3;

         VENDOR WARRANTY means each of the  representations  and warranties made
         by the Vendors listed in Schedule 2 and VENDOR WARRANTIES means any two
         or more of them;

         WARRANTY means a Company Warranty or a Vendor Warranty (as the case may
         be) and WARRANTIES means any two or more of them;

         WCCL means White Cliff Computing Limited (Company  Registration  Number
         03725881) whose registered office is at The Grange,  Tursdale,  Durham,
         County Durham, DH6 5NU, United Kingdom; and

         WCCL SHAREHOLDERS means Karl Moore and Patricia Moore.

1.2      INTERPRETATION

         In this Agreement, unless the context requires otherwise:

         (a)      a reference to a word  includes the singular and the plural of
                  the word and vice versa;

         (b)      a reference to a gender includes any gender,

         (c)      if a word or phrase is defined, then other parts of speech and
                  grammatical  forms of that word or phrase have a corresponding
                  meaning;

                                      -6-
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         (d)      a term which refers to a natural person includes a company,  a
                  partnership,  an association, a corporation, a body corporate,
                  a joint venture or a Government Agency;

         (e)      headings and bold typing are included for convenience only and
                  do not affect interpretation;

         (f)      a  reference  to a  document  includes  a  reference  to  that
                  document  as  amended,   notated,   supplemented,   varied  or
                  replaced;

         (g)      a  reference  to a thing  includes  a part of that  thing  and
                  includes but is not limited to a right;

         (h)      a reference to a part,  clause,  party,  Annexure,  exhibit or
                  Schedule  is a  reference  to an  item  of  that  type in this
                  Agreement;

         (i)      a reference to this  Agreement  includes an Annexure,  exhibit
                  and a Schedule to this Agreement;

         (j)      a reference to a party to the document includes a reference to
                  that party's successors and permitted assigns;

         (k)      a reference to a statute or statutory  provision  includes but
                  is not limited to:

                  (i)      a  statute  or  statutory   provision  which  amends,
                           extends,  consolidates  or  replaces  the  statute or
                           statutory provision;

                  (ii)     a  statute  or  statutory  provision  which  has been
                           amended,  extended,  consolidated  or replaced by the
                           statute or statutory provision; and

                  (iii)    subordinate  Legislation  made  under the  statute or
                           statutory  provision  including but not limited to an
                           order, regulation, or instrument;

         (l)      a reference  to a document is a reference to a document of any
                  kind  including but not limited to an agreement in writing,  a
                  certificate, a notice, or an instrument;

         (m)      a provision of this Agreement is not to be construed against a
                  party solely on the ground that the party is  responsible  for
                  the preparation of this Agreement or a particular provision;

         (n)      a reference  to an asset  includes  all property of any nature
                  including  but not limited to a business,  a right,  a revenue
                  and a benefit;

         (o)      a reference  to a body which is not a party to this  Agreement
                  which   ceases  to  exist  or  whose   power  or  function  is
                  transferred  to another body, is a reference to the body which
                  replaces or substantially succeeds to the power or function of
                  the first body;

         (p)      a reference  as far as each of the Vendors is aware,  or words
                  to that effect,  in relation to a matter,  is to the knowledge
                  each of the Vendors has after making,  or would have if it had
                  made, due and careful enquiries in relation to that matter;

         (q)      a  reference  to $, US$,  US  DOLLARS,  DOLLARS  or CENTS is a
                  reference  to the  lawful  tender  of  the  United  States  of
                  America; and

         (r)      a reference to GBP is a reference to the lawful  tender of the
                  United Kingdom.

1.3      BUSINESS DAY AND DAY

         (a)      If this Agreement  requires that the day on which a thing must
                  be done is a day which is not a Business  Day, then that thing
                  must be done on or by the next Business Day.

                                      -7-
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         (b)      If an event  occurs on a day which is not a Business  Day,  or
                  occurs  later  than 5.00 pm local  time at the place  that the
                  event occurs, then the event is deemed to have occurred on the
                  next Business Day in the place that the event occurs.

         (c)      A  reference  to a day is a reference  to a time period  which
                  begins at midnight and ends 24 hours later.

         (d)      A reference  to a period of time unless  specifically  written
                  otherwise, excludes the first day of that period.

1.4      JOINT AND SEVERAL LIABILITY

         Despite anything else contained in this Agreement:

         (a)      a covenant,  representation  or warranty by the Vendors  binds
                  them jointly and severally; and

         (b)      any obligation or Liability of a Vendor or the Vendors applies
                  to the Vendors jointly and severally.

2.       SALE AND PURCHASE
--------------------------------------------------------------------------------

2.1      SALE

         The Vendors  agree to sell,  and the Company  agrees to buy, all of the
         Vendors'  right,  title and interest in the Business  Assets and the 30
         Day Challenge  Business at Completion in accordance with the provisions
         of this Agreement.

2.2      FREE FROM ENCUMBRANCES

         The  Business  Assets  and  the  30  Day  Challenge  Business  must  be
         transferred to the Company free and clear of all Encumbrances.

2.3      CONSIDERATION

         In consideration for the Vendors selling the Business Assets and the 30
         Day Challenge Business to the Company, the Company must issue the Issue
         Shares to the Vendors and assume the Assumed Liabilities at Completion.

3.       COMPLETION
--------------------------------------------------------------------------------
3.1      TIME AND PLACE

         Unless the Vendors and the Company  agree  otherwise,  Completion  must
         take place on the Completion  Date at a time and location agreed by the
         parties.

3.2      TITLE AND RISK

         At  Completion,  title  and  the  risk  in and to the 30 Day  Challenge
         Business  and the  Business  Assets  will pass from the  Vendors to the
         Company.  The  Vendors  remain  the  owners  of,  and bear all risks in
         connection with, the 30 Day Challenge  Business and the Business Assets
         before Completion.

                                      -8-
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3.3      DELIVERY OF BUSINESS

         At Completion,  the Vendors must deliver up possession to and place the
         Company in control of the 30 Day  Challenge  Business  and the Business
         Assets in accordance with the terms of this Agreement.

3.4      COMPLETION OBLIGATIONS OF THE COMPANY

         On the Completion Date the Company must:

         (a)      issue  and allot the  Issue  Shares  to the  Vendors  or their
                  respective nominees;

         (b)      provide a copy of the  resolution of the board of directors of
                  the Company  authorising  the issue of the Issue Shares to the
                  Vendors;

         (c)      cause the name and address of the Vendors or their  respective
                  nominees  to be entered  into the  register  of members of the
                  Company; and

         (d)      cause the issue to the Vendors or their respective nominees of
                  a holding  statement  or share  certificate  stating  that the
                  Vendors or their  respective  nominees  are the holders of the
                  Issue Shares; and

         (e)      procure that Ed Dale executes the Ed Dale  Executive  Services
                  Agreement.

3.5      VENDORS' OBLIGATIONS AT COMPLETION

         At Completion, the Vendors must:

         (a)      deliver to the Company:

                  (i)      possession of each Business Asset capable of delivery
                           by possession;

                  (ii)     executed  instruments of transfer or assignment  that
                           are  required  to vest  the  Business  Assets  in the
                           Company to enable the  Company to conduct  the 30 Day
                           Challenge  Business  from  Completion in all material
                           respects in the same  manner as the  Vendors  conduct
                           the 30 Day Challenge Business prior to Completion;

                  (iii)    evidence   satisfactory   to  the  Company  that  the
                           Business Assets are free from all Encumbrances;

                  (iv)     any other document  needed to effect  registration of
                           the  transfer  to the Company of any  Business  Asset
                           under Law;

                  (v)      any  other  document  of title  that  relates  to the
                           Business Assets;

                  (vi)     executed  assignments  of rights or  novations of the
                           Approvals  sufficient  to enable the Company  without
                           further  cost and  expense to receive  the benefit of
                           the Approvals;

                  (vii)    executed assignments of rights or novations of rights
                           and  obligations  under any Contracts  that have been
                           transferred   to  the   Company  at   Completion   in
                           accordance with clause 6;

                  (viii)   executed assignments of the Trade Marks in the agreed
                           form sufficient to enable the Company without further
                           cost and expense to become the  registered  holder or
                           applicant in respect of each Trade Mark;

                                      -9-
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                  (ix)     statements  of change of  persons or  particulars  in
                           respect of each Business Name registration  listed in
                           Item 1 of  Schedule  3 in favour of the  Company  for
                           each place where such a business  name is  registered
                           to  enable  the  Company  without  further  cost  and
                           expense to become the registered  holder or applicant
                           in respect of each such Business Name registration;

                  (x)      executed  assignments  in agreed  form in  respect of
                           each patent or patent application  included in the 30
                           Day   Challenge   Business    Intellectual   Property
                           sufficient to enable the Company without further cost
                           and  expense  to  become  the  registered  holder  or
                           applicant in respect of each such patent;

                  (xi)     executed  documents  evidencing   completion  of  the
                           actions   necessary  to  transfer  the  Domain  Names
                           sufficient to enable the Company without further cost
                           and expense to become the  registered  holder of each
                           such Domain Name; and

                  (xii)    evidence that all the bank accounts pertaining to the
                           30 Day  Challenge  Business  are  closed  on and from
                           Completion;

         (b)      do all other things necessary or desirable to:

                  (i)      transfer  the   unencumbered   legal  and  beneficial
                           ownership  of the 30 Day  Challenge  Business and the
                           Business Assets to the Company;

                  (ii)     complete any other  transaction  contemplated by this
                           Agreement; and

                  (iii)    place the Company in effective  control of the 30 Day
                           Challenge Business;

         (c)      make available and deliver to the Company:

                  (i)      the Records; and

                  (ii)     all  other  and  existing  services  to  the  30  Day
                           Challenge  Business and the Business  Assets (subject
                           to the consent of the  suppliers of those  services);
                           and

         (d)      execute the Ed Dale Executive Services Agreement.

3.6      ASSIGNMENT OF 30 DAY CHALLENGE BUSINESS INTELLECTUAL PROPERTY

         With effect from  Completion,  the Vendors  assign the 30 Day Challenge
         Business Intellectual Property to the Company.

3.7      COMPLETION ACTIONS ARE SIMULTANEOUS

         Completion of the sale and purchase of each Business Asset is dependant
         on the simultaneous  completion of the sale and purchase of every other
         Business Asset,  and all actions required to be performed on Completion
         are to be taken to have occurred simultaneously on the Completion Date.

4.       PERIOD AFTER COMPLETION
--------------------------------------------------------------------------------

4.1      CARRYING ON OF BUSINESS

         For the 12 months from the  Completion  Date,  the Vendors must (at the
         Vendors'  cost) use their  best  endeavours  to make  available  to the
         Company the information and assistance the Company reasonably  requires
         in  connection  with the 30 Day  Challenge  Business  and the  Business
         Assets.

                                      -10-
<PAGE>

4.2      DOCUMENTS TO BE AVAILABLE AFTER COMPLETION

         (a)      As soon as possible after Completion the Vendors must give the
                  Company all documents and information in respect of the 30 Day
                  Challenge   Business  that  the  Company   requests  and  will
                  reasonably  need to carry on the 30 Day Challenge  Business or
                  to comply with its obligations under this Agreement, including
                  the  Records,  to the extent not  delivered  to the Company on
                  Completion.

         (b)      The  Company  must  ensure  that all  Records  relating to the
                  period  up  to  Completion  are  kept  for  seven  years  from
                  Completion,  and for any purpose gives the Vendors  reasonable
                  access  during normal  business  hours to, and free copies of,
                  any of the Records which the Company possesses.

4.3      PAYMENTS BELONGING TO THE COMPANY

         The Vendors must  promptly  remit to the Company any amount the Vendors
         receive in any bank  account  operated by them to the extent it relates
         to an amount belonging to the Company.

5.       ADJUSTMENTS
--------------------------------------------------------------------------------

         (a)      The Vendors are  entitled to the income,  profits,  rights and
                  benefits of the 30 Day  Challenge  Business  and the  Business
                  Assets  (including  the  benefit  of  all  Contracts  and  all
                  payments  accrued  or due  under  them,  the  Cash and any tax
                  refund or tax credit for any period  ending on or prior to the
                  date of this Agreement) and liable for all periodic  outgoings
                  and  expenses  up to (but  not  including)  the  day on  which
                  Completion occurs.

         (b)      The Company is entitled  to the  income,  profits,  rights and
                  benefits of the 30 Day  Challenge  Business  and the  Business
                  Assets  (including  the  benefit  of  all  Contracts  and  all
                  payments  accrued  or due  under  them)  and  liable  for  all
                  periodic  outgoings and expenses from (and  including) the day
                  on which Completion occurs.

6.       CONTRACTS AND APPROVALS
--------------------------------------------------------------------------------

6.1      GENERALLY

         As from Completion, the Company is beneficially entitled to the benefit
         of the Contracts and the Approvals.

6.2      NOVATION OR ASSIGNMENT

         The  Vendors  must use their best  endeavours  to obtain the consent of
         third  parties  to  the  Contracts  and  Approvals  (where  consent  is
         required) to the novation or  assignment of the Contracts and Approvals
         to the Company on and from  Completion  (in such form and on such terms
         to the reasonable  satisfaction of the Company),  or procure that third
         parties to the Contracts and Approvals  enter into new agreements  with
         the Company on and from  Completion (to the reasonable  satisfaction of
         the Company).

                                      -11-
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6.3      FAILED ASSIGNMENT OR NOVATION

         If a Contract or  Approval is not  assigned or novated (as the case may
         be) to the Company at  Completion  or third parties to that Contract or
         Approval will not or cannot enter into new agreements  with the Company
         as from Completion (to the absolute satisfaction of the Company),  then
         from Completion:

         (a)      the Vendors must:

                  (i)      hold the benefit of that Contract or Approval for the
                           Company;

                  (ii)     at the request and  expense of the  Company,  provide
                           such further assistance as the Company may require to
                           enable it to enforce  the rights to that  Contract or
                           Approval against the third parties;

                  (iii)    not do anything  that would  prevent the Company from
                           obtaining  the benefit of that  Contract or Approval;
                           and

                  (iv)     co-operate  with  the  Company  in doing  all  things
                           necessary  (at the  Company's  cost)  to  enable  the
                           Company  to enjoy the  benefit  of that  Contract  or
                           Approval; and

         (b)      the Company must:

                  (i)      assume  responsibility  for  the  performance  of all
                           obligations that are to be performed after Completion
                           under  that  Contract  or  Approval  on behalf of the
                           Vendors,  but at the risk and expense of the Company;
                           and

                  (ii)     indemnify  the Vendors  against any Loss  incurred by
                           the  Vendors in  relation to any breach or failure of
                           the Company in performing  any  obligation  for which
                           the Company assumes  responsibility  on behalf of the
                           Vendors under clause 6.3(b)(i).

6.4      INDEMNITY FROM THE VENDORS
         Each of the Vendors  indemnifies  the Company  against any Liability or
         Loss  arising  under  or in  connection  with any of the  Contracts  or
         Approvals prior to the date on which Completion occurs.

7.       ASSUMED LIABILITIES
--------------------------------------------------------------------------------

7.1      ASSUMPTION OF ASSUMED LIABILITIES

         The Company will, on and from  Completion,  assume all  obligations  in
         respect of the Assumed Liabilities.

7.2      DEBTS AND LIABILITIES OWING BY THE VENDORS

         Except for the Assumed Liabilities:

         (a)      the Vendors are liable for the conduct of the  Business  until
                  Completion;

         (b)      no  Liability of the Vendors in  connection  with the Vendors'
                  conduct of the 30 Day Challenge  Business arising on or before
                  Completion is being undertaken or assumed by the Company; and

         (c)      the  Vendors  remain  solely   responsible  for  the  payment,
                  satisfaction  and discharge of all  Liabilities  in connection
                  with the  Vendors'  conduct of the 30 Day  Challenge  Business
                  arising on or before  Completion  and the Vendors will pay and


                                      -12-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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                  discharge in the ordinary course of business those Liabilities
                  and indemnify  and keep  indemnified  the Company  pertaining,
                  arising or relating to those Liabilities.

8.       WARRANTIES
--------------------------------------------------------------------------------

8.1      GIVING OF WARRANTIES

         (a)      Subject only to the disclosures referred to in clause 8.1(b):

                  (i)      the Company  represents and warrants in favour of the
                           Vendors that each of the Company Warranties; and

                  (ii)     the  Vendors  represent  and warrant in favour of the
                           Company that each of the Vendor Warranties;

                  is accurate and not misleading as at the Completion Date.

         (b)      Each Warranty is given subject to and qualified by any matter,
                  information or document:

                  (i)      provided   for  or   disclosed   in  this   Agreement
                           (including the Schedules and Annexures);

                  (ii)     in  the  case  of a  Company  Warranty,  provided  in
                           writing by or on behalf of the Company to the Vendors
                           or their advisers before the Completion Date; and

                  (iii)    in the case of a Vendor Warranty, provided in writing
                           by or on behalf of the  Vendors to the Company or its
                           advisers before the Completion Date,

                  which is contrary to or  inconsistent  with the Warranty,  and
                  the  giver  of  the  Warranty  will  not be  liable  for or in
                  connection  with a breach of the  Warranty  due to the matter,
                  information or document  contradicting  or being  inconsistent
                  with the Warranty.

8.2      INVESTIGATION BY THE VENDORS

         Any investigation,  whether before or after the date of this Agreement,
         made by or for the Vendors in respect of the  Company,  does not affect
         either:

         (a)      the Company Warranties; or

         (b)      the Power of the Vendors if a Company  Warranty is  materially
                  untrue, incorrect or misleading.

8.3      INVESTIGATION BY THE COMPANY

         Any investigation,  whether before or after the date of this Agreement,
         made by or for the  Company  in  respect  of the  Vendors or the 30 Day
         Challenge Business, does not affect either:

         (a)      the Vendor Warranties; or

         (b)      the Power of the Company if a Vendor  Warranty  is  materially
                  untrue, incorrect or misleading.

8.4      INDEPENDENT WARRANTIES

         (a)      Each of the Vendor Warranties is to be construed independently
                  of the others and is not  limited  by  reference  to any other
                  Vendor Warranty.

                                      -13-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         (b)      Each   of  the   Company   Warranties   is  to  be   construed
                  independently of the others and is not limited by reference to
                  any other Company Warranty.

8.5      INDEMNITY BY THE VENDORS

         The Vendors  indemnify the Company against any Claim,  action,  damage,
         Loss,  Liability,  cost, charge,  expense or outgoing which the Company
         pays, suffers, incurs or is liable for in respect of:

         (a)      any matter or thing in  respect  of the  Vendors or the 30 Day
                  Challenge   Business   being  other  than  as  represented  or
                  warranted in the Vendor Warranties; and

         (b)      any breach by the Vendors of this Agreement.

8.6      INDEMNITY BY THE COMPANY

         The Company indemnifies the Vendors against any Claim, action,  damage,
         Loss,  Liability,  cost, charge,  expense or outgoing which the Vendors
         pay, suffer, incur or are liable for in respect of:

         (a)      any matter or thing in respect of the Company being other than
                  as represented or warranted in the Company Warranties; and

         (b)      any breach by the Company of this Agreement.

8.7      RELIANCE

         (a)      The Vendors have  entered  into this  Agreement in reliance on
                  the Company Warranties.

         (b)      The Company has entered into this Agreement in reliance on the
                  Vendor Warranties.

8.8      NON-MERGER AND SURVIVAL OF WARRANTIES

         (a)      Neither the Vendor Warranties or the Company  Warranties,  nor
                  any other provision of this Agreement merges on Completion.

         (b)      The Vendor Warranties and the Company  Warranties each survive
                  Completion of this Agreement.

8.9      CONTINUING VENDORS' INDEMNITIES AND SURVIVAL OF INDEMNITIES

         (a)      Each indemnity of the Vendors contained in this Agreement is a
                  continuing obligation of the Vendors despite:

                  (i)      any settlement of account; or

                  (ii)     the occurrence of any other thing,

                  and  remains in full force and effect  until all money  owing,
                  contingently  or otherwise,  under any indemnity has been paid
                  in full.

         (b)      Each indemnity of the Vendors contained in this Agreement:

                  (i)      is an additional, separate and independent obligation
                           of  the  Vendors  and  no one  indemnity  limits  the
                           generality of any other indemnity; and

                  (ii)     (despite any other term of this  Agreement)  survives
                           Completion and the termination of this Agreement.

                                      -14-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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8.10     LIMITATION OF LIABILITY UNDER THE VENDOR WARRANTIES

         The Company acknowledges that it does not rely on any representation or
         warranty,  whether  express or implied,  made on behalf of the Vendors,
         other than the Vendor Warranties.


8.11     CONTINUING COMPANY INDEMNITIES AND SURVIVAL OF INDEMNITIES

         (a)      Each indemnity of the Company contained in this Agreement is a
                  continuing obligation of the Company despite:

                  (i)      any settlement of account; or

                  (ii)     the occurrence of any other thing,

                  and  remains in full force and effect  until all money  owing,
                  contingently  or otherwise,  under any indemnity has been paid
                  in full.

         (b)      Each indemnity of the Company contained in this Agreement:

                  (i)      is an additional, separate and independent obligation
                           of  the  Company  and  no one  indemnity  limits  the
                           generality of any other indemnity; and

                  (ii)     (despite any other term of this  Agreement)  survives
                           Completion and the termination of this Agreement.

8.12     LIMITATION OF LIABILITY UNDER THE COMPANY WARRANTIES

         The Vendors  acknowledge that they do not rely on any representation or
         warranty,  whether  express or implied,  made on behalf of the Company,
         other than the Company Warranties.

8.13     BREACH OF WARRANTY

         (a)      If at any time  before or at  Completion  it becomes  apparent
                  that a Warranty has been breached,  is untrue or misleading or
                  that the Company or the Vendors (as  applicable)  has breached
                  any  other  term of this  Agreement  that  in  either  case is
                  material to the issue of the Issue Shares (as applicable), the
                  other party may (without  prejudice to any other rights it may
                  have in relation to the breach):

                  (i)      rescind  this  Agreement by notice to the other party
                           and seek restitutionary damages; or

                  (ii)     proceed to Completion.

         (b)      The  Company  warrants  that it has no  knowledge  of any fact
                  which might lead to a Claim.

         (c)      The Vendors  warrant  that they have no  knowledge of any fact
                  which might lead to a Claim.

8.14     WARRANTIES LIMITED BY EXTENT OF KNOWLEDGE

         (a)      Warranties  given 'to the knowledge of the Company' are deemed
                  to be  given  to the best of the  knowledge,  information  and
                  belief of the  Company  after it has made all  reasonable  and
                  careful enquiries.

         (b)      Warranties  given 'to the knowledge of the Vendors' are deemed
                  to be  given  to the best of the  knowledge,  information  and
                  belief of the Vendors after they have made all  reasonable and
                  careful enquiries.

                                      -15-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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9.       LIMITATION OF LIABILITY
--------------------------------------------------------------------------------

9.1      NO LIABILITY - COMPANY

         Notwithstanding  anything to the contrary  contained in this Agreement,
         the Company will not be liable for any Claim or action by the Vendors:

         (A)      VENDORS' OWN ACTIONS:  where, but only to the extent that, the
                  Claim  or  action  relates  to loss or  damage  caused  by any
                  negligent  act or omission of, or violation of any  applicable
                  Law by, the Vendors before or after the  Completion  Date;

         (B)      LEGISLATION: where the Claim or action is based on Legislation
                  not in force at the Completion Date; and

         (C)      TIME LIMITS:  unless the Vendors have given written  notice to
                  the  Company  setting  out  specific  details  of the Claim or
                  action within 24 months of the Completion  Date or such lesser
                  period  described  by  Law  for  the  bringing  of  the  legal
                  proceedings.

9.2      NO LIABILITY - VENDORS

         Notwithstanding anything to the contrary in this Agreement, the Vendors
         will not be liable for any Claim or action by the Company:

         (A)      COMPANY'S OWN ACTIONS: where, but only to the extent that, the
                  Claim  or  action  relates  to loss or  damage  caused  by any
                  negligent  act or omission of, or violation of any  applicable
                  Law by, the Company before or after the Completion Date;

         (B)      LEGISLATION: where the Claim or action is based on Legislation
                  not in force at the Completion Date; and

         (C)      TIME LIMITS:  unless the Company has given  written  notice to
                  the  Vendors  setting  out  specific  details  of the Claim or
                  action within 24 months of the Completion  Date or such lesser
                  period  described  by  Law  for  the  bringing  of  the  legal
                  proceedings.

9.3      MINIMUM AMOUNT OF CLAIMS

         Notwithstanding anything to the contrary in this Agreement:

         (a)      the Vendors will not be able to claim  against the Company for
                  breach of the Company  Warranties  and under the  indemnity in
                  clause 8.6; and

         (b)      the Company will not be able to claim  against the Vendors for
                  breach of the Vendor  Warranties  and under the  indemnity  in
                  clause 8.5,

         an amount in respect of any Claim unless:

         (c)      the  amount of the Loss of the party  making  the Claim due to
                  the breach  referred  to in the Claim is in excess of $50,000,
                  in which  case the party  making  the Claim  may  recover  all
                  amounts claimed and not just the excess over $50,000; and

         (d)      the aggregate amount of the Loss of the party making the Claim
                  in respect of all breaches  under this  Agreement by the other
                  party is in excess of $100,000, in which case the party making
                  the Claim may recover all amounts claimed, not just the excess
                  over $100,000.

         For the  purposes of this clause 9.3, a Loss of a Vendor in relation to
         a breach of this  Agreement  will be taken to be the aggregate  Loss of
         all Vendors in relation to the same breach.

                                      -16-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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9.4      MAXIMUM LIABILITY FOR CLAIMS

         (a)      The  maximum  aggregate  amount  which the Vendors may recover
                  from the Company in respect of all Claims and actions under or
                  in connection with this Agreement is $1,000,000.

         (b)      The  maximum  aggregate  amount  which the Company may recover
                  from the Vendors in respect of all Claims and actions under or
                  in connection with this Agreement is $1,000,000.

9.5      REIMBURSEMENT FOR AMOUNTS RECOVERED

         (a)      The Vendors will  reimburse the Company for any amount paid by
                  the  Company to the  Vendors in respect of any Claim or action
                  to the  extent  to which  the  amount  has  subsequently  been
                  recovered by the Vendors from any third party,  including  but
                  not limited to suppliers, manufacturers or insurers.

         (b)      The Company will  reimburse each Vendor for any amount paid by
                  the Vendor to the Company in respect of any Claim or action to
                  the extent to which the amount has subsequently been recovered
                  by the Company from any third party, including but not limited
                  to suppliers, manufacturers or insurers.

9.6      THIRD PARTY CLAIMS

         If any Claim or action is made or instituted  after the Completion Date
         against  the  Company in respect of which the  Company may seek to make
         any Claim or action  against  the Vendors  pursuant  to this  Agreement
         (THIRD PARTY CLAIM), the following procedure will apply:

         (a)      the Company will give written  notice of the Third Party Claim
                  to the Vendors;

         (b)      the  Company  will not  admit,  compromise,  settle or pay any
                  Third Party Claim  without the prior  consent of the  Vendors,
                  except  as may be  reasonably  required  in order  to  prevent
                  judgment from being entered against the Company;

         (c)      the  Vendors  may,  within 30 days of  receipt  of the  notice
                  referred to in clause 9.6(a),  with the prior written  consent
                  of the Company (such consent not to be  unreasonably  withheld
                  or delayed)  and at the Vendors'  expense,  elect to take such
                  reasonable  action  in the name of the  Company  to  defend or
                  otherwise  settle  a Third  Party  Claim  as the  Vendors  may
                  reasonably require;

         (d)      if the  Vendors do not elect to take action in the name of the
                  Company  to defend or  otherwise  settle a Third  Party  Claim
                  under  clause  9.6(c),  the  Company  may defend or  otherwise
                  settle any such Third Party Claim; and

         (e)      the  Company  will  ensure  that the  Vendors  and their legal
                  representatives  are  given  reasonable  access to such of the
                  documents  and  records of the  Company  as may be  reasonably
                  required by the  Vendors in  relation  to any action  taken or
                  proposed to be taken by the Company  under  clause  9.6(c) and
                  vice versa for the Company in relation to clause 9.6(d).

9.7      NON-EXCLUDABLE TERMS

         Where any Legislation implies in this Agreement any term,  condition or
         warranty,  and that  Legislation  prohibits  provisions  in a  contract
         excluding  or  modifying  the  application  or exercise of or Liability
         under  any such  term,  condition  or  warranty,  such  implied  terms,
         conditions or  warranties as are not so permitted to be excluded  shall
         be deemed to be included in this Agreement but, where  permitted by the
         relevant  Law,  shall be limited  at the  option of the  Company or the
         Vendors, to the extent permitted by that Law.

                                      -17-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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10.      TAX LIABILITY
--------------------------------------------------------------------------------

10.1     VENDORS MUST CO-OPERATE

         The Vendors must  co-operate  with the Company in the  preparation  and
         filing of all Tax  returns  of the 30 Day  Challenge  Business  for any
         period ending on or prior to the Completion Date.

10.2     PAYMENT OF TAX

         (a)      Subject to clause  10.2(b),  the Vendors must  promptly pay to
                  the Company an amount equal to:

                  (i)      a Liability  of the 30 Day  Challenge  Business to an
                           amount of Tax  arising  under  the Tax Laws  which is
                           imposed  in  respect  of any  activity  of the 30 Day
                           Challenge Business prior to Completion; and

                  (ii)     the  cost  and  expense  that  the  Company   incurs,
                           directly  or  indirectly,  in  connection  with  that
                           Liability referred to in clause 10.2(a)(i), including
                           but  not  limited  to a cost  and  expense  that  the
                           Company incurs,  directly or indirectly,  as a result
                           of an action taken to dispute that Liability referred
                           to in clause 10.2(a)(i).

         (b)      Clause 10.2(a) does not apply if a Liability, cost and expense
                  is adequately  provided for in the Accounts,  or has otherwise
                  been fully and accurately  disclosed to the Company in writing
                  prior to Completion.

11.      RECORDS
--------------------------------------------------------------------------------

         All  Records  will become the  property  of the  Company at  Completion
         except  where  they  are  required  by Law to be kept  by the  Vendors.
         Records to be kept by the Vendors:

         (a)      are so kept at the  Vendors'  cost and  expense in premises to
                  which both the Company and the Vendors must have access, until
                  such  time as the  Vendors  indicate  they no  longer  require
                  access to the Records and deliver  physical  possession to the
                  Company; and

         (b)      may, at the request of the Vendors,  be  physically  stored by
                  the Company on behalf of the  Vendors and under the  direction
                  of the  Vendors,  but the  method of  storage  is to be at the
                  absolute  discretion  of the  Company,  and the  costs  of and
                  expenses  associated  with such  storage are to be paid by the
                  Vendors.

12.      RESTRAINT
--------------------------------------------------------------------------------

12.1     DEFINITION

         For the purposes of clause 12, RESTRAINT PERIOD means the period ending
         on the second anniversary of the Completion Date.

12.2     UNDERTAKINGS BY THE VENDORS

         Each Vendor  undertakes  to the Company  that it will not do any of the
         following without first obtaining the written consent of the Company:

         (a)      directly  or  indirectly   carry  on  (whether   alone  or  in
                  partnership or joint venture with anyone else) or otherwise be
                  concerned with or interested in (in any capacity  including as
                  partner, director,  manager,  consultant,  adviser, financier,

                                      -18-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

                  guarantor,    beneficiary,    trustee,    principal,    agent,
                  shareholder,   unit  holder)  any   business   similar  to  or
                  competitive with the 30 Day Challenge Business,  the Immediate
                  Edge  Business or any other  business  acquired by the Company
                  during the Restraint Period;

         (b)      solicit  or  persuade  any  person or  corporation  which is a
                  customer or client of the 30 Day  Challenge  Business,  or who
                  was in the  period of one year  before the  Completion  Date a
                  customer  or client of or in respect  of the 30 Day  Challenge
                  Business, to cease doing business with the Company as owner of
                  the 30  Day  Challenge  Business,  or  reduce  the  amount  of
                  business  which the  customer or client  would  normally do in
                  respect of 30 Day  Challenge  Business  during  the  Restraint
                  Period;

         (c)      accept from a customer or client referred to in clause 12.2(b)
                  any business of the kind ordinarily forming part of the 30 Day
                  Challenge Business during the Restraint Period; or

         (d)      induce or  attempt  to induce any person who is at the time of
                  Completion  or who later becomes an employee of the Company or
                  a  subsidiary  of the  Company  or of one of their  respective
                  subsidiaries or is otherwise  employed in the 30 Day Challenge
                  Business,  to  terminate  his or  her  employment  during  the
                  Restraint Period.

12.3     SEPARATE UNDERTAKINGS

         If any part of an undertaking in clause 12.2 is  unenforceable,  it may
         be severed without  affecting the remaining  enforceability  of that or
         the other undertakings.

12.4     VALUE OF THE 30 DAY CHALLENGE BUSINESS

         Each of the Vendors agrees that:

         (a)      any  failure to comply with  clause  12.2 would  diminish  the
                  value  of the 30  Day  Challenge  Business  and  the  Business
                  Assets; and

         (b)      the restrictive undertakings in clause 12.2 are reasonable and
                  necessary for the protection of the 30 Day Challenge  Business
                  and the Business Assets and must be given full effect; and

         (c)      it has received  adequate  consideration  for the  restrictive
                  undertakings in clause 12.2.

12.5     LEGAL ADVICE

         Each Vendor  acknowledges  that in relation  to this  Agreement  and in
         particular this clause 12 it has received and  understood,  independent
         legal advice.

12.6     INJUNCTION
         Each of the Vendors  acknowledges that monetary damages alone would not
         be adequate compensation to the Company for a breach of clause 12.2 and
         that the  Company is  entitled  to seek an  injunction  from a court of
         competent jurisdiction if:

         (a)      a Vendor  fails to comply or  threatens to fail to comply with
                  clause 12.2; or

         (b)      the  Company  has reason to believe a Vendor is not  complying
                  with or will not comply with clause 12.2.

12.7     SURVIVAL OF OBLIGATIONS

         The  obligations  of each of the  Vendors  under this clause 12 survive
         Completion.

                                      -19-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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13.      ANNOUNCEMENTS
--------------------------------------------------------------------------------

13.1     LEGAL REQUIREMENTS

         A party may disclose anything in respect of this Agreement as agreed to
         by the other party or as required:

         (a)      by applicable Law or by a Government Agency; or

         (b)      by any  recognised  stock  exchange  on which its  shares  are
                  listed,

         but to the extent possible, it must consult with the other party before
         making the  disclosure  and use  reasonable  endeavours to agree on the
         form and content of the disclosure.

13.2     DISCLOSURE TO OFFICERS AND PROFESSIONAL ADVISERS

         A party may disclose anything in respect of this Agreement or the terms
         of the  issue of the Issue  Shares  and the  acquisition  of the 30 Day
         Challenge  Business to the officers and  professional  advisers of that
         party, but it must use its reasonable  endeavours to ensure all matters
         disclosed are kept confidential.

13.3     FURTHER PUBLICITY

         Subject  to  clauses  13.1 and 13.2,  neither  party may  disclose  the
         provisions  of  this  Agreement  or  the  terms  of  the   transactions
         contemplated  by this  Agreement  unless  the  other  party  has  first
         consented in writing.

14.      DUTIES, COSTS AND EXPENSES
--------------------------------------------------------------------------------

14.1     DUTIES

         (a)      The  Company  must pay any Duty in respect  of the  execution,
                  delivery and performance of:

                  (i)      this Agreement; and

                  (ii)     any  document   required  or   contemplated  by  this
                           Agreement.

         (b)      The  Company  must pay any  fine,  penalty  or  other  cost in
                  respect  of a failure  to pay any Duty,  except to the  extent
                  that the fine,  penalty  or other  cost is caused by an act or
                  default on the part of the Vendors.

14.2     COSTS AND EXPENSES

         Subject to clause 14.1 and any other term of this Agreement, each party
         must pay its own costs and  expenses  in  respect  of the  negotiation,
         preparation,  execution, delivery and registration of this Agreement or
         other agreement or document described in clause 14.1(a).

14.3     COSTS OF PERFORMANCE

         Any action to be taken by a party in performing its  obligations  under
         this  Agreement  must be  taken  at its own  cost  and  expense  unless
         otherwise provided in this Agreement.

15.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

                                      -20-
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         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  Legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 15(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  15(g),  a party  must  address a notice as
                  follows:

         If to the Vendors:

                   Address:            Edward Dale/Marillion Partnership
                                       69 Ardmillan Road
                                       Moonee Ponds, Victoria 3039
                                       Australia
                   Email:              EDDALE@MAC.COM
                   Attention:          Edward Dale
         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       Australia
                   Facsimile:          +61 8 8338 4099
                   Email:              RANDALL.EWENS@CORPORATELOGIC.COM.AU
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

                                      -21-
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         (h)      Despite   anything  in  this  clause  15,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

16.      GENERAL
--------------------------------------------------------------------------------

16.1     GOVERNING LAW AND JURISDICTION

         (a)      This  Agreement  is governed by the Laws of  Delaware,  United
                  States of America.

         (b)      The parties submit to the  non-exclusive  jurisdiction  of the
                  courts of Delaware, United States of America.

16.2     AMENDMENT

         The  parties  may only amend this  Agreement  if all  parties  sign the
         written amendment.

16.3     WAIVER

         A provision of or right created under this Agreement may not be:

         (a)      waived  except in  writing  signed by the party  granting  the
                  waiver; or

         (b)      varied except in writing signed by the parties.

16.4     EXERCISE OF A RIGHT

         (a)      A party may exercise a right:

                  (i)      at its discretion; and

                  (ii)     separately or together with another right.

         (b)      If  a  party  exercises  a  single  right  or  only  partially
                  exercises  a right,  then that party may still  exercise  that
                  right or any other right later.

         (c)      If a party fails to exercise a right or delays in exercising a
                  right, then that party may still exercise that right later.

16.5     ASSIGNMENT

         (a)      This  Agreement  is to the  benefit of the  parties  and their
                  successors and assigns.

         (b)      The parties and their successors and assigns are bound by this
                  Agreement.

         (c)      Each party may only  assign its rights and  obligations  under
                  this  Agreement  after it obtains the  written  consent of the
                  other parties.

16.6     SEVERANCE

         (a)      Subject to clause 16.6(b):

                  (i)      if a provision of this Agreement is void or voidable,
                           unenforceable  or  illegal  but  would  not be  void,
                           voidable,  unenforceable  or  illegal if it were read
                           down and it is capable  of being read down,  then the
                           provision must be read down;

                                      -22-
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                  (ii)     if, despite clause  16.6(a)(i),  a provision is still
                           void,  voidable,  unenforceable  or  illegal  and the
                           provision would not be void, voidable,  unenforceable
                           or illegal if words were  severed,  then those  words
                           must be severed; or

                  (iii)    in any  other  case,  the  whole  provision  must  be
                           severed.

         (b)      If an event under clause 16.6(a) occurs, then the remainder of
                  this Agreement continues in full force and effect.

16.7     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

16.8     NO MERGER

         (a)      A party's obligations under this Agreement:

                  (i)      exist beyond Completion; and

                  (ii)     do not merge on Completion.

         (b)      The Warranties:

                  (i)      exist beyond Completion; and

                  (ii)     do not merge on Completion.

16.9     CONSENT

         Subject to an express  provision in this Agreement,  a party may in its
         absolute discretion:

         (a)      give its consent conditionally or unconditionally; or

         (b)      withhold its consent.

16.10    SURVIVAL OF INDEMNITIES

         Each indemnity in this Agreement:

         (a)      is  a   continuing   obligation,   separate   from  the  other
                  obligations of a party; and

         (b)      survives termination of this Agreement.

16.11    ENTIRE AGREEMENT

         This  Agreement  constitutes  the entire  agreement  of the parties and
         supersedes all prior discussions, undertakings and agreements.

16.12    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the Law permits.

                                      -23-
<PAGE>

16.13    POWER OF ATTORNEY

         An attorney who executes this Agreement  acknowledges that the attorney
         has not  received a notice  which  revokes  the power  appointing  that
         attorney.

16.14    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at Law.

16.15    FURTHER ASSURANCES

         Each party must, at its own expense:

         (a)      do everything reasonably necessary to give effect to:

                  (i)      this Agreement; and

                  (ii)     the  transactions  contemplated  by  this  Agreement,
                           including   but  not  limited  to  the  execution  of
                           documents; and

         (b)      make a reasonable effort to cause relevant third parties to do
                  likewise.

16.16    CONFIDENTIALITY

         (a)      Each of the Vendors and the Company must at all times:

                  (i)      keep   confidential  all  the  other's   Confidential
                           Information;

                  (ii)     not use or reproduce any of the other's  Confidential
                           Information  other  than  for  the  purposes  of this
                           Agreement; and

                  (iii)    only  disclose any  Confidential  Information  of the
                           other  to its  employees,  external  contractors  and
                           professional   advisers   who   need  to   know   the
                           information  for the purposes of this Agreement or to
                           another person to the extent necessary to enforce any
                           rights under this Agreement.

         (b)      Each of the  Vendors  and the  Company  will  ensure  that all
                  employees,  external contractors and advisers are aware of the
                  confidential  nature of the  Confidential  Information  of the
                  other  and do not do  anything  which,  if done by the  party,
                  would cause a breach of this clause 16.16.

         (c)      Clause 16.16(a) and 16.16(b)  continue  without  limitation in
                  time  but,  subject  to clause  16.16(d),  do not apply to any
                  Confidential Information that:

                  (i)      a party is required to disclose by any applicable Law
                           or legally  binding  order of any court,  government,
                           semi-government authority, administrative or judicial
                           body,  or  a  requirement  of  a  stock  exchange  or
                           regulator; or

                  (ii)     is in the public  domain  other than as a result of a
                           breach of this Agreement.

         (d)      If  a  party  makes  a   disclosure   referred  to  in  clause
                  16.16(c)(i):

                  (i)      that   party   must   disclose   only   the   minimum
                           Confidential  Information required to comply with the
                           applicable Law, order or requirement; and

                  (ii)     before making such disclosure, the party must:

                           (A)      give   the   owner   of   the   Confidential
                                    Information reasonable written notice of:

                                      -24-
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                                    (1)      the  full   circumstances   of  the
                                             required disclosure; and

                                    (2)      the Confidential  Information which
                                             it proposes to disclose; and

                           (B)      consult  with the owner of the  Confidential
                                    Information   as  to   the   form   of   the
                                    disclosure.

16.17    ENFORCEMENT OF INDEMNITIES

         The  beneficiary  under an indemnity is not obliged to incur an expense
         or make a payment  before  enforcing  a right of  indemnity  under this
         Agreement.

16.18    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

16.19    KNOWLEDGE OF THE WARRANTOR

         If  a  representation  or  warranty  contained  in  this  Agreement  is
         expressly  qualified  by  reference to the  knowledge,  information  or
         belief of the party  giving  the  warranty,  then the party  giving the
         warranty  confirms that it has made due and diligent  inquiry about the
         matters that are the subject of the representation or warranty.

16.20    TIME OF THE ESSENCE

         (a)      Time is of the essence of this Agreement.

         (b)      If the  parties  agree  to vary a time  requirement,  the time
                  requirement so varied is of the essence of this Agreement.

         (c)      An agreement to vary a time requirement must be in writing.

16.21    INCONSISTENCY

         The  parties   acknowledge  and  agree  that,  to  the  extent  of  any
         inconsistency, the provisions of this Agreement override the provisions
         of the Overarching Deed of Agreement.















                                      -25-
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                                   SCHEDULE 1
                               COMPANY WARRANTIES

1.       SHARES AND CAPITAL
--------------------------------------------------------------------------------

1.1      TITLE AND CONSENTS

         The  Company is able to issue and allot the Issue  Shares  without  the
         consent of any other  person and free of any  Encumbrance,  pre-emptive
         rights or rights of first refusal.

1.2      ISSUED CAPITAL

         (a)      The issued capital of the Company as at the Completion Date is
                  1,200,000   Shares  and  will  be  altered  on  Completion  as
                  specified in the table below:

------------------------ ------------------------------------ ------------------

DATE                     EVENT                                TOTAL ISSUED SHARE
                                                              CAPITAL
------------------------ ------------------------------------ ------------------

Prior to the Completion  Existing share capital               1,200,000 Shares
Date
------------------------ ------------------------------------ ------------------

Completion Date          Issue of the Issue Shares (2,820,000 4,020,000 Shares
                         Shares) to the Vendors
------------------------ ------------------------------------ ------------------

         (b)      Except for the Shares  referred to in paragraph (a) above,  no
                  other  Shares in the Company  have been  created or issued and
                  there are no outstanding  convertible  securities,  options or
                  agreements which either now or in the future:

                  (i)      entitle any person to call for the issue, purchase or
                           transfer  of any Shares,  debentures,  notes or other
                           securities in the Company; or

                  (ii)     create or require to be created any Security Interest
                           over any of the Issue Shares.

         (c)      To the knowledge of the Company all legal requirements for the
                  formation  of the  Company  and the issue of Shares  have been
                  fully complied with.

1.3      NO LEGAL IMPEDIMENT

         The  execution,  delivery  and  performance  by  the  Company  of  this
         Agreement complies with:

         (a)      each Law, regulation,  authorisation,  ruling, judgment, order
                  or decree of any Government Agency;

         (b)      the  constitution  or  other  constituent   documents  of  the
                  Company; and

         (c)      any  Security  Interest  or  document  which is binding on the
                  Company,

         and will  not,  and is not  likely  to cause  any  modification  of any
         document to which the Company is a party such that the Company  will be
         subject to less favourable  terms under the provisions of that document
         and will not, and is not likely to cause any breach of, or  termination
         or other materially adverse event under, any such document.

                                      -26-
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1.4      AUTHORISATIONS

         The Company has taken all necessary  action to authorise the execution,
         delivery  and  performance  of this  Agreement in  accordance  with its
         terms.

1.5      TRANSFERABILITY OF SHARES

         There are no  restrictions  on the  transfer of the Issue  Shares other
         than the restrictions contained in this Agreement,  the constitution of
         the Company and under applicable Law.

1.6      TRADING

         Other than as disclosed and contemplated by this Agreement, the Company
         has not traded since its incorporation.

2.       AUTHORITY
--------------------------------------------------------------------------------

2.1      CORPORATE EXISTENCE

         The Company:

         (a)      is a company  registered  in  accordance  with the laws of the
                  State of Delaware, United States of America;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  required  to be  registered  in any place as a foreign
                  company  except where it is registered or where the failure to
                  be so would not have a material adverse effect.

2.2      COMPLIANCE WITH CONSTITUENT DOCUMENTS

         The business  affairs of the Company have been  conducted in accordance
         with the Certificate of Incorporation and Bylaws of the Company.

2.3      RECORDS

         To the knowledge of the Company, all Records:

         (a)      are materially complete and accurate; and

         (b)      have been  prepared  and  maintained  in  accordance  with all
                  relevant Laws and Accounting Standards.

2.4      CONFIDENTIAL INFORMATION

         To the knowledge of the Company, the Company:

         (a)      has  not  disclosed  to any  person  any  of its  Confidential
                  Information,  except in the  normal  course of  conduct of its
                  business and subject to an agreement under which the recipient
                  is obliged to maintain the  confidentiality of the information
                  and is restrained  from using it other than for the purpose or
                  purposes for which it was disclosed;

         (b)      is not aware of any actual or alleged  misuse by any person of
                  any of its Confidential Information; and

                                      -27-
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         (c)      does not use any  processes  or is not  engaged  in any  other
                  activities  which  involve  the  misuse  of  any  Confidential
                  Information of any third party.

3.       DUE DILIGENCE DOCUMENTS
--------------------------------------------------------------------------------

3.1      INFORMATION ACCURATE

         The  documents  given by or on behalf of the Company or its advisers to
         the Vendors or their  advisers  pursuant to this Agreement are accurate
         as at the date to which  they are made up and each copy  document  is a
         complete  copy in all  material  respects  of the  document of which it
         purports to be a copy.

3.2      PROSPECTIVE FINANCIAL INFORMATION

         Notwithstanding  any other  provision  of this  Agreement,  neither the
         Company,  nor any of its directors,  officers,  employees,  advisers or
         agents  makes  any  warranty  or  representation  in  relation  to  any
         financial forecast,  projection or financial model, whether or not such
         financial  forecast,  projection or financial  model is included in the
         Company Warranties or provided to the Vendors prior to the execution of
         this Agreement.

4.       LITIGATION
--------------------------------------------------------------------------------

4.1      NO LITIGATION PENDING OR THREATENED

         As  far  as  the  Company  is  aware,  no  investigation,  prosecution,
         litigation,  proceeding  or any  other  form of  mediation  or  dispute
         resolution  is pending or  threatened  regarding  the Company,  nor any
         person for whom it is or may be liable.

4.2      NO CIRCUMSTANCES

         To the knowledge of the Company, there are no circumstances which might
         give rise to any investigation,  prosecution, litigation, proceeding or
         any other form of mediation regarding the business of the Company.

4.3      NO OFFENCE OR BREACH

         To the  knowledge  of the  Company,  none of the Company nor any of its
         officers have in conducting its business committed any criminal offence
         or any tort or any breach of the  requirements or conditions of any Law
         or  any  breach  of  any  other  party's  rights  or  any  other  legal
         requirement relating to the Company, the conduct of the business of the
         Company or use of the Company's assets.

5.       SOLVENCY
--------------------------------------------------------------------------------

5.1      NO LIQUIDATION OR WINDING-UP

         The  Company  has not gone  into  liquidation  or  passed a  winding-up
         resolution or commenced steps for winding up or dissolution or received
         a  deregistration   notice  or  applied  for  deregistration  or  other
         analogous  process  under  the laws of the  State of  Delaware,  United
         States of America.

                                      -28-
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5.2      NO PETITION

         No petition or other process for winding-up has been presented  against
         the  Company  and  to  the  knowledge  of  the  Company  there  are  no
         circumstances justifying a petition or other process.

5.3      NO WRIT OF EXECUTION

         No writ of  execution  has  been  issued  against  the  Company  or the
         property of the Company and to the  knowledge of the Company  there are
         no circumstances justifying a writ.

5.4      NO RECEIVER

         No receiver or receiver and manager of any part of the  undertaking  or
         assets of the Company,  has been  appointed and to the knowledge of the
         Company there are no circumstances justifying an appointment.

5.5      SOLVENCY

         The  Company  is able to pay its debts as and when  they fall due.  The
         Company  is not  taken  under  applicable  Laws to be unable to pay its
         debts or has stopped or  suspended,  or  threatened to stop or suspend,
         payment of all or a class of its debts.

6.       ACCURACY OF INFORMATION
--------------------------------------------------------------------------------

6.1      DISCLOSURE

         All information given by or on behalf of the Company or its advisers to
         the  Vendors  or their  advisers  in  respect  of the  Company  and the
         business of the Company is accurate and not misleading.

6.2      INFORMATION PROVIDED

         At as the  Completion  Date, the Company is not aware of any materially
         adverse  information  relating to the  Company and the  business of the
         Company  that has not been made  available  to the  Vendors  before the
         Completion Date.

                                      -29-
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                                   SCHEDULE 2
                                VENDOR WARRANTIES

1.       TITLE
--------------------------------------------------------------------------------

         (a)      At Completion:

                  (i)      the Vendors  are the  absolute  legal and  beneficial
                           owners  of the  30 Day  Challenge  Business  and  the
                           Business  Assets and have full  capacity and power to
                           own and use the Business Assets and to conduct the 30
                           Day Challenge Business; and

                  (ii)     the   Company   will   acquire  the  full  legal  and
                           beneficial ownership of the 30 Day Challenge Business
                           and  the  Business  Assets  free  and  clear  of  all
                           Encumbrances.

         (b)      The Business Assets are at Completion:

                  (i)      free and clear of all Encumbrances;

                  (ii)     fully paid for;

                  (iii)    all the assets  necessary  for the proper  conduct of
                           the 30 Day Challenge Business in the ordinary course;

                  (iv)     not  the  subject  of  any  lease  or  hire  purchase
                           agreement  or  agreement  for  purchase  on  deferred
                           terms, other than in the ordinary course of business;

                  (v)      where capable of being  possessed,  in the possession
                           of the Vendors; and

                  (vi)     not the subject of any agreements or  arrangements to
                           dispose  or which  otherwise  restrict  their  use or
                           disposal.

         (c)      No person has  claimed to be  entitled  to an  Encumbrance  in
                  relation to any of the Business Assets.

         (d)      No person has given or entered into any  guarantee,  indemnity
                  or  letter  of  comfort  in  respect  of the 30 Day  Challenge
                  Business by which the Company will be bound.

         (e)      There  are  no  unsatisfied  judgments,  orders  or  writs  of
                  execution   against  the  Vendors  or  affecting  the  30  Day
                  Challenge Business or the Business Assets.

2.       AUTHORITY
--------------------------------------------------------------------------------

2.1      AUTHORITY

         (a)      Each of the Vendors has full  authority  and capacity to enter
                  into this Agreement and sell the 30 Day Challenge Business and
                  the Business Assets.

         (b)      Each  of  the  Vendors  has  the  right  and  capacity  and is
                  empowered and authorised to:

                  (i)      execute and deliver this Agreement to the Company and
                           to perform its  obligations  under this Agreement and
                           such execution,  delivery and performance will comply
                           with all applicable  Laws,  rules and regulations and
                           will  not  result  in the  breach  of the  terms  and
                           conditions  of, or  constitute a default  under,  any
                           contract,   agreement,   undertaking  or  constituent

                                      -30-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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                           document by which the Vendors, the Business Assets or
                           the 30 Day  Challenge  Business  may be  affected  or
                           bound; and

                  (ii)     sell,  transfer  and  assign  the  30  Day  Challenge
                           Business  and the  Business  Assets to the Company in
                           accordance  with the provisions of this Agreement and
                           to transfer good,  clear,  valid and marketable title
                           to the 30 Day  Challenge  Business  and the  Business
                           Assets  to  the  Company  in  accordance  with  those
                           provisions.

         (c)      The Vendors'  obligations  under this  Agreement are valid and
                  binding and are enforceable against the Vendors.

2.2      LEGAL COMPLIANCE

         (a)      The 30 Day Challenge  Business is, and has been,  conducted in
                  all material  respects in compliance with all  requirements of
                  the  Law  and  all  requirements  of all  Government  Agencies
                  applicable to the Vendors,  the 30 Day Challenge  Business and
                  the Business Assets.

         (b)      The Vendors have all authorisations, licences or permits which
                  the Vendors  require to operate the 30 Day Challenge  Business
                  and all such authorisations, licences and permits have been:

                  (i)      validly issued and maintained; and

                  (ii)     fully paid for.

2.3      EXISTENCE AND POWER

         Marillion:

         (a)      is a partnership validly existing under the Laws of Australia;

         (b)      has the power to own  property and to carry on its business as
                  it is now being conducted; and

         (c)      is not  required  to be  registered  in any place as a foreign
                  corporate  entity  except where it is  registered or where the
                  failure to be so would not have a Material Adverse Effect.

2.4      RECORDS

         To the knowledge of the Vendors, all Records:

         (a)      are materially complete and accurate; and

         (b)      have been  prepared  and  maintained  in  accordance  with all
                  relevant Laws.

2.5      CONFIDENTIAL INFORMATION

         The Vendors:

         (a)      have not  disclosed  to any person  any of their  Confidential
                  Information,  except in the normal  course of conduct of their
                  business and subject to an agreement under which the recipient
                  is obliged to maintain the  confidentiality of the information
                  and is restrained  from using it other than for the purpose or
                  purposes for which it was disclosed;

                                      -31-
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         (b)      are not aware of any actual or alleged misuse by any person of
                  any of their Confidential Information; and

         (c)      do not use any  processes  and are not  engaged  in any  other
                  activities  which  involve  the  misuse  of  any  Confidential
                  Information of any third party.

3.       DUE DILIGENCE DOCUMENTS
--------------------------------------------------------------------------------

3.1      INFORMATION ACCURATE

         The documents given by or on behalf of the Vendors or their advisers to
         the Company or its advisers  pursuant to this Agreement are accurate as
         at the date to which  they are  made up and  each  copy  document  is a
         complete  copy in all  material  respects  of the  document of which it
         purports to be a copy.

3.2      PROSPECTIVE FINANCIAL INFORMATION

         Notwithstanding   paragraph  3.1  and  any  other   provision  of  this
         Agreement,  none of the Vendors and any of their  directors,  officers,
         employees,  advisers and agents makes any warranty or representation in
         relation to any  financial  forecast,  projection  or financial  model,
         whether or not such financial  forecast,  projection or financial model
         is included in the Vendor  Warranties  or provided to the Company prior
         to the execution of this Agreement.

4.       ACCOUNTS AND TAXATION
--------------------------------------------------------------------------------

4.1      BASIS OF PREPARATION

         The Accounts:

         (a)      have  been   prepared  in  accordance   with  the   Accounting
                  Standards; and

         (b)      show a true and fair view of the  financial  position  and the
                  performance  of the Vendors in respect of the 30 Day Challenge
                  Business for the financial period ended on the Accounts Date.

4.2      TAXES AND DUTIES

         (a)      All taxation returns, reports and other information in respect
                  of the 30 Day  Challenge  Business  required to be made by the
                  Vendors  have been,  and all returns  have been made with true
                  and full disclosure of relevant matters.

         (b)      Any Taxes or duty  payable by the Vendors in respect of the 30
                  Day Challenge Business at or before the Accounts Date has been
                  paid or provided for in the Accounts.

         (c)      All amounts required to be deducted, withheld or remitted to a
                  taxation authority in respect of the 30 Day Challenge Business
                  have been so deducted, remitted or withheld.

         (d)      During  the  period  of three  years  prior to the date of the
                  Agreement, there have been no material adverse reports made by
                  accountants   or  by  financial  or   management   consultants
                  concerning  the Vendors or the whole or a substantial  part of
                  the 30 Day Challenge Business.


                                      -32-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

4.3      NO TAX PROCEEDINGS

         For the last three years, in respect of the 30 Day Challenge  Business,
         the Vendors:

         (a)      have not lodged a private ruling request;

         (b)      are not and have not been the subject of any Tax audit;

         (c)      are not and have not been a party to any action or  proceeding
                  for the assessment or collection of Taxes;

         (d)      have not had a dispute  or  disagreement  with any  Government
                  Agency for Taxes; and

         (e)      have  not  made  any  agreement  with  or  undertaking  to any
                  Government Agency for Taxes,

         and there is no fact or matter  known to the  Vendors  which might give
rise to the above.

4.4      AGREEMENTS FOR EXTENSION OF TIME

         The Vendors  have not entered  into any  agreement  which now or in the
         future may extend the period of  assessment  or collection of any Taxes
         in respect of the 30 Day Challenge Business.

4.5      STAMP DUTY

         All  documents to which the Vendors are a party or may be interested in
         the enforcement of, in respect of the 30 Day Challenge  Business,  have
         been properly stamped under applicable stamp duty Legislation.

4.6      LIABILITIES

         All  liabilities  of the  Vendors in  respect  of the 30 Day  Challenge
         Business,   whether  actual  or  contingent  (LIABILITIES)  as  at  the
         Completion  Date have arisen and where due and payable,  have been paid
         in the ordinary course of business.

5.       POSITION SINCE THE ACCOUNTS DATE
--------------------------------------------------------------------------------

         To the knowledge of the Vendors, since the Accounts Date:

         (a)      the Vendors have  conducted  (and will  continue to conduct to
                  the  Completion  Date)  the  30  Day  Challenge   Business  in
                  accordance  with all Laws and in the ordinary and usual course
                  so as to  maintain  it as a going  concern and in a proper and
                  efficient manner;

         (b)      there has been no material adverse change affecting the 30 Day
                  Challenge Business or the Business Assets, or the financial or
                  trading  position of the Vendors as compared with the position
                  disclosed by the Accounts;

         (c)      the Vendors have  maintained and will continue to maintain the
                  30 Day  Challenge  Business  intact and as a going concern and
                  preserved  and  continue  to  preserve  the  goodwill of their
                  suppliers,  employees,  customers and others having commercial
                  dealings with the 30 Day Challenge Business;

         (d)      the Vendors have not  introduced  and will not  introduce  any
                  method of  management  or operation  for the 30 Day  Challenge
                  Business  except in a manner  consistent  with prior practice;
                  and

                                      -33-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------


         (e)      the  Vendors  have not  cancelled  or  waived or  released  or
                  discounted in whole or in part any debt, suit,  demand,  Claim
                  or right otherwise than in the ordinary course of business.

6.       ASSETS
--------------------------------------------------------------------------------

         All the Business  Assets used in the 30 Day  Challenge  Business are or
         will be on Completion, or unconditional  arrangements have been entered
         into to ensure that they will be:

         (a)      fully  paid for or the  subject  of a lease  or hire  purchase
                  agreement or agreement  for purchase on deferred  terms or, in
                  the case of goods in transit,  subject to  specific  agreement
                  with the relevant supplier, on normal commercial terms;

         (b)      in the possession or under the control of the Vendors;

         (c)      used solely by the Vendors; and

         (d)      subject to paragraph 6.1(a),  the absolute property of Vendors
                  free of all Encumbrances and other third party rights.

7.       TRADING
--------------------------------------------------------------------------------

         (a)      No trading  stock has been  acquired  by the  Vendors on terms
                  that  property in it does not pass until full payment has been
                  made (for example, stock-in-trade acquired on consignment).

         (b)      Neither  Marillion  nor  Dale  is a  party  to  any  agreement
                  relating  to the 30 Day  Challenge  Business  or the  Business
                  Assets  which will  continue  in effect  after the  Completion
                  Date:

                  (i)      which purports to limit the freedom of the Company to
                           engage in or to  compete in any line of  business  or
                           with any person or in any area;

                  (ii)     which  requires  the  Vendors or the Company to share
                           the  profits of the 30 Day  Challenge  Business or to
                           pay any  royalties  relating to the 30 Day  Challenge
                           Business or to waive or abandon  any rights  relating
                           to the 30 Day  Challenge  Business  to which they are
                           entitled; or

                  (iii)    which:

                           (A)      is outside the Vendors'  ordinary and proper
                                    course of business;

                           (B)      was not  negotiated  and  entered  into on a
                                    totally arm's length basis;

                           (C)      constitutes  the Vendors as partner or joint
                                    venturer with any other person; or

                  (iv)     pursuant  to which any  officer,  employee,  agent or
                           other  person  is  entitled  to  remuneration  of any
                           nature  calculated  by  reference to the whole of the
                           turnover  or the whole or part of the  profits of the
                           30 Day Challenge Business.

                                      -34-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

8.       INTELLECTUAL PROPERTY RIGHTS
--------------------------------------------------------------------------------

8.1      OWNERSHIP AND ENTITLEMENT TO USE

         (a)      The Vendors are the absolute  legal and  beneficial  owners or
                  registered proprietors of, or applicants in respect of, the 30
                  Day  Challenge  Business   Intellectual   Property  listed  in
                  Schedule  3 free and clear of all  Encumbrances,  third  party
                  rights and Claims.

         (b)      The conduct of the 30 Day  Challenge  Business does not breach
                  or  infringe  any  Intellectual  Property  Rights,  rights  of
                  confidentiality,  or moral  rights of any third  party,  where
                  such  breach  or  infringement  will have a  Material  Adverse
                  Effect.

         (c)      The use of the 30 Day Challenge Business Intellectual Property
                  does not breach or infringe any Intellectual  Property Rights,
                  rights of confidentiality, or moral rights of any third party,
                  where such breach or infringement will have a Material Adverse
                  Effect on the 30 Day Challenge Business.

         (d)      The  Vendors  have  the  exclusive  and  unfettered  right  to
                  exploit,  grant  licences and  otherwise  deal with the 30 Day
                  Challenge Business Intellectual Property.

8.2      LIST COMPLETE

         The Vendors do not own or use any material Intellectual Property Rights
         in  the 30 Day  Challenge  Business  other  than  the 30 Day  Challenge
         Business Intellectual Property.

8.3      NO THIRD PARTY RIGHTS

         No person has any right to use or may benefit from any 30 Day Challenge
         Business Intellectual Property, other than the Vendors or a licensor of
         the 30 Day Challenge Business Intellectual Property.

8.4      REGISTRATION

         All the 30 Day Challenge  Business  Intellectual  Property owned by the
         Vendors which are either  capable of  registration  or capable of being
         recorded or required to be  registered or recorded,  are  registered in
         the name of the Vendors and are current and not liable to be  cancelled
         or expunged.

8.5      NON-COMPETITION

         (a)      To the  knowledge of the  Vendors,  none of the Vendors or the
                  officers and  employees  of the Vendors is, at the  Completion
                  Date  whether  solely  or  jointly  with any  other  person or
                  persons,  directly or  indirectly,  and whether as  principal,
                  agent, director,  executive officer,  employee,  shareholders,
                  partner,  joint  venturer,  adviser,  consultant or otherwise,
                  engaged in any other  business or concerned or  interested  in
                  any  way in any  other  business  of a  similar  nature  to or
                  competitive with that carried on by the Vendors.

         (b)      To the  knowledge of the  Vendors,  none of the Vendors or the
                  officers  and  employees  of  the  Vendors,   holds,   at  the
                  Completion  Date  whether  solely  or  jointly  with any other
                  person or  persons,  directly  or  indirectly,  and whether as
                  principal,  agent,  director,   executive  officer,  employee,
                  shareholders,  partner, joint venturer, adviser, consultant or
                  otherwise, any Intellectual Property Rights that are identical
                  or  substantially  similar  to the 30 Day  Challenge  Business
                  Intellectual Property.

                                      -35-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

8.6      SUFFICIENCY

         The 30 Day Challenge  Business  Intellectual  Property comprise all the
         Intellectual  Property Rights  necessary,  convenient or useful for the
         carrying on of the 30 Day Challenge  Business fully and  effectively in
         and to the extent to which it is presently conducted.

8.7      PROCEEDINGS

         (a)      No oppositions,  cancellation actions, proceedings,  Claims or
                  complaints  have been brought or threatened by any third party
                  or any  Government  Agency in relation to the 30 Day Challenge
                  Business Intellectual Property.

         (b)      The Vendors  have not entered  into any  settlement,  release,
                  co-existence  or  other  agreement,  and  there  are no  other
                  circumstances  (including an injunction,  undertaking or court
                  order) that might  reasonably be expected to adversely  affect
                  the  Vendors'  rights to use,  enforce or assign any of the 30
                  Day Challenge Business Intellectual Property.

8.8      COMPLIANCE

         All  steps  have  been  taken   diligently  for  the   prosecution  and
         maintenance of registrations  and applications in respect of the 30 Day
         Challenge Business  Intellectual Property and all steps have been taken
         diligently for the  maintenance  and protection of  unregistered 30 Day
         Challenge Business Intellectual Property.

8.9      TRADE SECRET

         No trade secret or other  confidential  information  included in the 30
         Day Challenge Business Intellectual Property has been disclosed or made
         available to any third party except in the ordinary  course of business
         and subject to a binding  obligation of  confidentiality on the part of
         the recipient.

8.10     BUSINESS NAMES AND DOMAIN NAMES

         (a)      The  Vendors  do not  carry on the 30 Day  Challenge  Business
                  under any name other than its  corporate  name or the Business
                  Names listed in Schedule 3.

         (b)      All  registrations  of such Business  Names are in the name of
                  the Vendors and are current.

         (c)      The  Vendors  are  validly  licensed to use each of the Domain
                  Names the subject of the Domain Name licences.

         (d)      The Domain Name licences are  transferable  to the Company and
                  are in good standing.

         (e)      All Domain  Names used in the 30 Day  Challenge  Business  are
                  listed in Item 1 of Schedule 3.

8.11     INTERNET PRODUCTS

         (a)      The  Internet  Products  are free  from  material  defects  in
                  materials and workmanship.

         (b)      The  Internet   Products  do  not  infringe  the  Intellectual
                  Property Rights of any third parties or constitute a breach of
                  any agreement with any other person;

         (c)      The  Internet  Products  will not,  in their  use or  intended
                  operation,  infringe the  Intellectual  Property Rights of any
                  third parties or constitute a breach of any agreement with any
                  other person.

                                      -36-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      The Internet  Products do not contain any  Malicious  Code (as
                  defined below).

         (e)      The Internet  Products do not breach any obligations under the
                  privacy  Laws and will not, in the course of their  operation,
                  be in breach of those obligations.

         (f)      The  Internet  Products  have  not,  as at  the  date  of  the
                  execution  of this  Agreement,  been used for, nor at any time
                  prior to the Completion Date will they be used for:

                  (i)      illegal, fraudulent or defamatory purposes;

                  (ii)     the bulk transmission of unsolicited emails;

                  (iii)    the  sending  of  harassing,   obscene,  indecent  or
                           offensive emails;

                  (iv)     the transmission of any Malicious Code;

                  (v)      procuring  unauthorised  access to any other computer
                           accessible through the internet; and

                  (vi)     the   reproduction,    distribution,    transmission,
                           exploitation  or  publication  of any  material  that
                           constitutes  an  infringement  of  any   Intellectual
                           Property Rights of a third party.

         (g)      No oppositions,  cancellation actions, proceedings,  Claims or
                  complaints  have been brought or threatened by any third party
                  or any Government Agency in relation to the Internet Products.

         (h)      The Vendors  have not entered  into any  settlement,  release,
                  co-existence  or  other  agreement,  and  there  are no  other
                  circumstances  (including an injunction,  undertaking or court
                  order) that might  reasonably be expected to adversely  affect
                  the  Vendors'  rights to use,  enforce  or  assign  any of the
                  Internet Products.

         MALICIOUS CODE means any computer  program,  code,  device or component
         that  is  designed  or may in the  ordinary  course  of its  operation,
         prevent, inhibit or impair the performance of an end user's system.

9.       CONTRACTS
--------------------------------------------------------------------------------

9.1      MATERIAL CONTRACTS

         The Contracts  comprise all  agreements  and deeds to which the Vendors
         are a party or  otherwise  subject in  respect of the 30 Day  Challenge
         Business which:

         (a)      involve  or  are  likely  to  involve  expenditure  and  other
                  liabilities  of the 30 Day  Challenge  Business  in  excess of
                  $50,000;

         (b)      are incapable of being fulfilled or performed within 12 months
                  from the Completion Date; or

         (c)      are material to or  necessary  for the conduct or operation of
                  the 30 Day Challenge Business.

9.2      GENERAL ISSUES

         To the knowledge of the Vendors, each of the Contracts:

         (a)      is valid, binding and enforceable against the parties to it;

                                      -37-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

         (b)      is being  properly  performed  by the  Vendors  and all  other
                  parties to it;

         (c)      is not subject to any notice of termination; and

         (d)      does not breach any restrictive trade practices Legislation.

9.3      NO RESTRICTIVE COVENANTS

         To the  knowledge  of the  Vendors,  the Vendors are not a party to any
         material  agreement which materially  restricts their freedom to engage
         in any activity or business in any area.

9.4      NO DEFAULT

         To the  knowledge  of the  Vendors,  no  party  to any  Contract  is in
         material default under it or would be in material default,  but for the
         requirements of notice or lapse of time, or both.

9.5      NO NOTICES

         The Vendors  have not  received  any notice  which might  affect any of
         their rights or the exercise of any rights by the Vendors in respect of
         any Contract.

9.6      ASSIGNMENT

         The  Vendors  have not at any time  assigned or  otherwise  disposed of
         their  interests in any Contract to which they were a party or may have
         been bound so that they have continuing liabilities.

9.7      NO OUTSTANDING OFFER

         No outstanding offer, tender or quotation has been given or made by the
         Vendors in relation to the 30 Day Challenge Business that is capable of
         giving  rise to a  contract  merely  by any  unilateral  act of a third
         party.

9.8      NO POWER OF ATTORNEY

         No power of  attorney  given by the  Vendors in  relation to the 30 Day
         Challenge  Business  or the  Business  Assets is in force,  other  than
         authorities under which officers, employees or agents may carry out the
         30 Day Challenge Business in the ordinary course.

9.9      NO MATERIAL ADVERSE EFFECT

         Except for a condition  or warranty  implied by Law or contained in its
         standard  terms  of  business,  the  Vendors  in  connection  with  the
         operation of the 30 Day  Challenge  Business have not given a condition
         or warranty, or made a representation,  in respect of goods or services
         supplied or agreed to be supplied  by them,  or accepted an  obligation
         that could give rise to a Liability  after the goods or  services  have
         been  supplied by them,  that will,  or would  reasonably  be likely to
         have, a Material Adverse Effect.

9.10     TERMINATION

         No party to any  Contract is entitled or likely as a result of a change
         in ownership of the 30 Day Challenge Business or Business Assets to:

         (a)      terminate the Contract;

         (b)      refuse  to  consent  to  the  novation  or  assignment  of the
                  Contract to the Company; or

         (c)      require the adoption of terms that are less  favourable to the
                  Company than the current terms.

                                      -38-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

10.      COMPLIANCE WITH LEGISLATION
--------------------------------------------------------------------------------

10.1     RESTRICTIVE TRADE PRACTICES

         To the  knowledge of the Vendors,  neither of the Vendors is a party to
         any agreement,  contract,  arrangement or understanding whether legally
         enforceable or not in respect of the 30 Day Challenge  Business,  which
         is in breach of any restrictive trade practices Legislation and has not
         engaged in any conduct or practice in breach of that Legislation.

10.2     LICENCES OBTAINED

         The  Vendors  have  all  necessary  licences,  consents,   permissions,
         authorities  and  permits  required  to  conduct  the 30 Day  Challenge
         Business  and have paid all fees due in relation  to them and  complied
         with all conditions under them.

11.      BUSINESS ASSETS
--------------------------------------------------------------------------------

         (a)      Upon Completion the Company will own, or have the right to use
                  (on terms no less  favourable  to the  Company  than the terms
                  applicable prior to Completion), all of the Business Assets.

         (b)      Copies of any bill of sale or any hiring or leasing agreement,
                  hire purchase agreement, credit or conditional sale agreement,
                  agreement  for payment on deferred  terms or any other similar
                  agreement used in or relating to the 30 Day Challenge Business
                  are contained in the Disclosure Statement.

         (c)      The  Vendors  in the course of the 30 Day  Challenge  Business
                  have not supplied,  or agreed to supply, goods that have been,
                  or will be,  defective or that fail,  or will fail,  to comply
                  with their terms of sale.

         (d)      No goods in a state  ready for  supply by the  Vendors  in the
                  course  of the 30 Day  Challenge  Business  are,  or will  be,
                  defective or will fail to comply with terms of sale similar to
                  terms of sale on which similar goods have previously been sold
                  by the Vendors.

         (e)      Prior to the  Completion  Date,  the Vendors  have not done or
                  omitted  to do  any  act  which  would  adversely  affect  the
                  Goodwill.

12.      LITIGATION
--------------------------------------------------------------------------------

12.1     NO LITIGATION PENDING OR THREATENED

         As  far  as the  Vendors  are  aware,  no  investigation,  prosecution,
         litigation,  proceeding  or any  other  form of  mediation  or  dispute
         resolution  is pending or  threatened  regarding  the  Vendors  nor any
         person for whom they are or may be liable.

12.2     NO CIRCUMSTANCES

         To the knowledge of the Vendors, there are no circumstances which might
         give rise to any investigation,  prosecution, litigation, proceeding or
         any other form of mediation regarding the 30 Day Challenge Business.

12.3     OUTSTANDING SETTLEMENTS

         (a)      There  are no  outstanding  settlements,  judgments,  decrees,
                  awards,   orders,   or   other   decisions   of   any   court,
                  quasi-judicial   body  or  Government  Agency  (including  any
                  competition  authority) made against the Vendors that will, or

                                      -39-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

                  would  reasonably be likely to, have a Material Adverse Effect
                  on the 30 Day Challenge Business.

(b)               In relation to the 30 Day Challenge  Business the Vendors have
                  not given an undertaking or written assurance (whether legally
                  binding or not) to any court or Government  Agency  (including
                  any  competition  authority)  under any  anti-trust or similar
                  Legislation in any jurisdiction.

12.4     NO OFFENCE OR BREACH

         To the  knowledge of the Vendors,  neither the Vendors nor any of their
         officers have in conducting the 30 Day Challenge Business committed any
         criminal  offence  or any tort or any  breach  of the  requirements  or
         conditions of any Law or any breach of any other party's  rights or any
         other legal requirement  relating to the Vendors, the conduct of the 30
         Day Challenge Business or use of the Business Assets.

13.      INSOLVENCY
--------------------------------------------------------------------------------

13.1     NO LIQUIDATION OR WINDING-UP

         Marillion  has  not  gone  into  liquidation  or  passed  a  winding-up
         resolution or commenced steps for winding up or dissolution or received
         a  deregistration   notice  or  applied  for  deregistration  or  other
         analogous process under the Laws of Australia.

13.2     NO PETITION

         No petition or other process for winding-up has been presented  against
         Marillion   and  to  the   knowledge  of  the  Vendors   there  are  no
         circumstances justifying a petition or other process.

13.3     NO WRIT OF EXECUTION

         No writ of execution has been issued against  Marillion or the property
         of Marillion or the Business Assets and to the knowledge of the Vendors
         there are no circumstances justifying a writ.

13.4     NO RECEIVER

         No receiver or official  manager has been  appointed  in respect of the
         whole or any part of the Business  Assets or  undertaking of the 30 Day
         Challenge  Business,  and no such appointment has been threatened or is
         envisaged  by the Vendors,  and no judgment  has been  obtained nor any
         execution  or process of any court or other  authority  has been issued
         against or been levied or enforced  upon the Vendors,  partly or wholly
         in respect of all or any part of the 30 Day  Challenge  Business or the
         Business Assets.

13.5     SOLVENCY

         Marillion:

         (a)      is able to pay its debts as and when they fall due;

         (b)      is not  insolvent or presumed to be  insolvent  under any Law;
                  and

         (c)      is not  insolvent  under  administration  or has not taken any
                  action which could result in that event.

                                      -40-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

14.      INSURANCE
--------------------------------------------------------------------------------

         The Vendors have not procured and do not hold any policies of insurance
         in respect of the 30 Day Challenge Business.

15.      EMPLOYEES
--------------------------------------------------------------------------------
         The  Vendor  has not  engaged  and there  are  currently  no  employees
         employed by the 30 Day Challenge Business.

16.      ENCUMBRANCES
--------------------------------------------------------------------------------

         Except as disclosed in the Accounts:

         (a)      the Vendors have not granted or created, or agreed to grant or
                  create,  any  guarantees,  letters  of  comfort,  indemnities,
                  finance  leases,  hire purchase  agreements or Encumbrances in
                  respect  of the  30 Day  Challenge  Business  or the  Business
                  Assets,  and will not at  Completion be a party to loans which
                  are currently in force or outstanding;

         (b)      no person has given any  guarantee  or  security  to any other
                  person for any  Liability  of the Vendors in respect of the 30
                  Day Challenge Business or the Business Assets;

         (c)      there  are  no  loans,   guarantees,   material  undertakings,
                  material commitments on capital account or unusual liabilities
                  given,  made or  incurred  by or on behalf of the  Vendors  in
                  respect  of the  30 Day  Challenge  Business  or the  Business
                  Assets; and

         (d)      at  Completion,   there  are  no  amounts  outstanding  and/or
                  appearing  in  the  books  of the  Vendors  as  loan  accounts
                  repayable  (or as  amounts  otherwise  due) to the  Vendors in
                  respect  of the  30 Day  Challenge  Business  or the  Business
                  Assets.

17.      RECORDS
--------------------------------------------------------------------------------

         (a)      The Records:

                  (i)      are  complete,  correct  and  not  misleading  in all
                           material respects;

                  (ii)     have been fully and properly maintained;

                  (iii)    give  a  true   and   fair   view   of  the   trading
                           transactions,  financial and contractual  position of
                           the 30 Day  Challenge  Business and of its assets and
                           liabilities; and

                  (iv)     so  far  as  is  relevant,   have  been  prepared  in
                           accordance  with  applicable  Laws and the Accounting
                           Standards.

(b)               Any Records  retained  by the Vendors  will not be utilised by
                  the  Vendors in any way that would  materially  prejudice  the
                  benefit of the Business Assets sold to the Company pursuant to
                  this Agreement.

                                      -41-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

18.      ACCURACY OF INFORMATION
--------------------------------------------------------------------------------

18.1     DISCLOSURE

         All information  given by or on behalf of the Vendors or their advisers
         to the Company or its advisers in respect of the Vendors and the 30 Day
         Challenge Business is accurate and not misleading.

18.2     INFORMATION PROVIDED

         At as the Completion  Date, the Vendors are not aware of any materially
         adverse  information  relating to the Vendors and the 30 Day  Challenge
         Business  that has not been made  available  to the Company  before the
         Completion Date.

19.      SECURITY INTERESTS
--------------------------------------------------------------------------------

         Except as disclosed in the Accounts:

         (a)      the Vendors have not granted or created, or agreed to grant or
                  create,  any  guarantees,  letters  of  comfort,  indemnities,
                  finance   leases,   hire   purchase   agreements  or  Security
                  Interests,  and  will  not at  Completion  be a party to loans
                  which are currently in force or outstanding;

         (b)      no person has given any  guarantee  or  security  to any other
                  person for any  Liability  of the Vendors in respect of the 30
                  Day Challenge Business;

         (c)      there  are  no  loans,   guarantees,   material  undertakings,
                  material commitments on capital account or unusual liabilities
                  given,  made or  incurred  by or on behalf of the  Vendors  in
                  respect of the 30 Day Challenge Business; and

         (d)      at  Completion,   there  are  no  amounts  outstanding  and/or
                  appearing  in the books of the 30 Day  Challenge  Business  as
                  loan accounts  repayable (or as amounts  otherwise due) to the
                  Vendors.

20.      RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

20.1     ARM'S LENGTH TERMS

         Any contract,  arrangement or understanding between the Vendors and any
         related party, partner or officer of the Vendors is on terms that would
         be reasonable in the circumstances if the relevant parties were dealing
         at arm's length and on commercial terms.

20.2     SHAREHOLDER AND INTER-COMPANY LOANS

         At Completion,  no outstanding  loan or other form of debt or financial
         accommodation  or Security  Interest will exist which has been provided
         or agreed to be provided  between  the  Vendors and any related  party,
         partner or officer of the Vendors.




                                      -42-
<PAGE>

30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------


                                   SCHEDULE 3
                     30 DAY CHALLENGE INTELLECTUAL PROPERTY



ITEM 1:            BUSINESS NAMES
                   30 Day Challenge


ITEM 2:            TRADE MARKS
                   Nil


ITEM 3:            PATENTS
                   Nil


ITEM 4:            DOMAIN NAMES
                   HTTP://WWW.30DC.TV
                   ------------------
                   HTTP://WWW.30DCFB.COM
                   ---------------------
                   HTTP://WWW.30DCINC.BIZ
                   ----------------------
                   HTTP://WWW.30DCINC.CO.UK
                   ------------------------
                   HTTP://WWW.30DCINC.COM
                   ----------------------
                   HTTP://WWW.30DCINC.MOBI
                   -----------------------
                   HTTP://WWW.30DCINC.NET
                   ----------------------
                   HTTP://WWW.30DCINC.ORG
                   ----------------------
                   HTTP://WWW.30DCINC.ORG.UK
                   -------------------------
                   HTTP://WWW.30DCINC.TV
                   ---------------------
                   HTTP://WWW.30DCINC.US
                   ---------------------
                   HTTP://WWW.30DCLLC.COM
                   ----------------------
                   HTTP://WWW.30DCPLUS.COM
                   -----------------------
                   HTTP://WWW.DOMINICHE.COM
                   ------------------------
                   HTTP://WWW.NICHEMOGUL.COM
                   -------------------------
                   HTTP://WWW.SELLING-YOUR-WEBSITE.COM
                   -----------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.BIZ
                   ---------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.CO.UK
                   -----------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.COM
                   ---------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.ME
                   --------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.MOBI
                   ----------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.ORG.UK
                   ------------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.TV
                   --------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.US
                   --------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGEPLUS.COM
                   -------------------------------------
                   HTTP://WWW.VREMAGNATE.COM
                   -------------------------
                   HTTP://WWW.VREMOGUL.COM (WEBSITES)
                   -----------------------

<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 4
                                INTERNET PRODUCTS



         1.       The Websites (refer to Schedule 3);

         2        Files and source code associated with the Websites;

         3.       Operating software associated with the Websites and the 30 Day
                  Challenge Business;

         4.       Email addresses associated with the Websites; and

         5.       Rights to use the website and  autoresponder  copy  associated
                  with the Websites.



<PAGE>



                                   SCHEDULE 5
                              DISCLOSURE STATEMENT

Nil


<PAGE>

                                   SCHEDULE 6
                                 CUSTOMER LISTS



         1.       Customer  and  prospect  email  lists   associated   with  the
                  Websites; and

         2.       Email addresses associated with the 30 Day Challenge Business.




<PAGE>



                                   SCHEDULE 7
                               ASSUMED LIABILITIES

Trade Creditors:

Nil


<PAGE>



                                   SCHEDULE 8
                                    CONTRACTS



         1.       Contracts  evidencing  the  rights of the  Vendors  to use the
                  website and autoresponder copy associated with the Websites;

         2.       Revenue and expense operating accounts and contracts including
                  PayPal; and

         3.       Contracts  evidencing the rights of the Vendors to operate the
                  Websites.


<PAGE>



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by    )
its authorised officer:                      )   ..............................
                                                   Director


                                                   ............................
                                                   (Print) Full Name




SIGNED SEALED AND DELIVERED for and on behalf of      )
MARILLION PARTNERSHIP by:                             )



.................................      ..........................................
Partner                               Partner

.................................      ..........................................
Name (please Print)                   Name (please Print)




SIGNED by EDWARD WELLS DALE in          )
the presence of:                        )




.................................      ..........................................
Signature of Witness                  Signature of EDWARD WELLS DALE

.................................      ..........................................
(Print) Name of Witness               Address



<PAGE>



                                   ANNEXURE A
                                    ACCOUNTS


<PAGE>






















                                   ANNEXURE B
                      ED DALE EXECUTIVE SERVICES AGREEMENT

<PAGE>









EXECUTIVE SERVICES AGREEMENT







30DC, INC.


and


EDWARD WELLS DALE











Level 14
Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656

WWW.HWLEBSWORTH.COM.AU













<PAGE>
<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS


<S>      <C>                                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION......................................................................1

         1.1      DEFINITIONS................................................................................1
         1.2      INTERPRETATION.............................................................................2

2.       ENGAGEMENT AND PLACE OF WORK........................................................................3

         2.1      ENGAGEMENT.................................................................................3
         2.2      PRINCIPAL PLACE OF WORK....................................................................4

3.       COMMENCEMENT........................................................................................4

4.       REMUNERATION AND REVIEW.............................................................................4

         4.1      REMUNERATION...............................................................................4
         4.2      PERFORMANCE BONUS..........................................................................4
         4.3      REVIEW.....................................................................................4

5.       EXPENSES AND OTHER ENTITLEMENTS.....................................................................5

         5.1      EXPENSES...................................................................................5
         5.2      OTHER ENTITLEMENTS.........................................................................5
         5.3      ENTITLEMENT OF THE EXECUTIVE ON THE OCCURRENCE OF A TAKEOVER EVENT OR TRADE SALE...........5

6.       RESPONSIBILITIES AND DUTIES.........................................................................6

7.       LEAVE...............................................................................................7

         7.1      ANNUAL LEAVE...............................................................................7
         7.2      PAID PERSONAL/CARER'S LEAVE................................................................7
         7.3      PUBLIC HOLIDAYS............................................................................8
         7.4      UNPAID CARER'S LEAVE.......................................................................8
         7.5      UNPAID PARENTAL LEAVE......................................................................8
         7.6      COMPASSIONATE LEAVE........................................................................8
         7.7      LONG SERVICE LEAVE.........................................................................8
         7.8      DISCRETIONARY LEAVE........................................................................8
         7.9      ACCIDENT COMPENSATION LEAVE................................................................9

8.       POLICIES AND PROCEDURES.............................................................................9

9.       INTELLECTUAL PROPERTY...............................................................................9

10.      CONFIDENTIALITY....................................................................................10

11.      CONFLICT OF INTEREST...............................................................................10

12.      TERMINATION........................................................................................11

         12.1     RESTRICTION ON TERMINATION................................................................11
         12.2     BY THE COMPANY WITHOUT NOTICE.............................................................11
         12.3     BY THE COMPANY WITH NOTICE................................................................11
         12.4     BY THE EXECUTIVE WITH NOTICE..............................................................11
         12.5     CONSEQUENCES OF TERMINATION...............................................................12
         12.6     BOARD REACTION TO TERMINATION.............................................................12
         12.7     RETURN OF COMPANY PROPERTY................................................................12

<PAGE>

13.      REAPPOINTMENT......................................................................................13

         13.1     REAPPOINTMENT.............................................................................13
         13.2     FURTHER AGREEMENT.........................................................................13

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE.........................................................13

         14.1     DISPUTE...................................................................................13
         14.2     NOTICE OF DISPUTE.........................................................................13
         14.3     DISPUTE RESOLUTION........................................................................13

15.      NOTICES............................................................................................14

16.      GENERAL PROVISIONS.................................................................................15

         16.1     GOVERNING LAW.............................................................................15
         16.2     ENTIRE AGREEMENT..........................................................................15
         16.3     NO RELIANCE...............................................................................15
         16.4     NO WAIVER.................................................................................15
         16.5     SEVERABILITY..............................................................................15
         16.6     BINDING NATURE............................................................................15
         16.7     NO VARIATION..............................................................................15
         16.8     NO ASSIGNMENT.............................................................................15
         16.9     COUNTERPARTS..............................................................................15
         16.10    EXTENT THAT THE LAW PERMITS...............................................................16
         16.11    SPECIFIC PERFORMANCE......................................................................16
         16.12    CUMULATIVE RIGHTS.........................................................................16


SCHEDULE................................................................................................... 17
</TABLE>



<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


EXECUTIVE SERVICES AGREEMENT


DATE                       19 June 2009
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia


                                                                       (COMPANY)

                           EDWARD WELLS DALE of 69 Ardmillan Road, Moonee Ponds,
                           Victoria, Australia

                                                                     (EXECUTIVE)


BACKGROUND
--------------------------

                           A.       The Company offers the Executive  employment
                                    on the terms and  conditions set out in this
                                    Agreement.

                           B.       The Executive  wishes to accept the offer of
                                    employment  on the  terms  set  out in  this
                                    Agreement.

--------------------------------------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP  means the  businesses  and  entities  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

                                      -1-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule;

         CONFIDENTIAL INFORMATION has the meaning given in clause 10(a);

         EMPLOYMENT means the employment of the Executive under this Agreement;

         EMPLOYMENT COST means the remuneration  package,  including the Salary,
         non salary  payments and benefits (for the avoidance of doubt this does
         not  include  performance-based  bonuses  referred  to in  clause  4.2)
         provided to the Executive in  accordance  with clauses 4 and 5 includes
         any applicable  taxation  payable on the components of the remuneration
         package (whether income tax, fringe benefits tax or otherwise), set out
         in Item 6 of the Schedule;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         SALARY means the amount set out in Item 5 of the Schedule; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Executive will:

         (a)      be employed by the Company in the position of Chief  Executive
                  Officer of the  Company,  and will  continue to be so employed
                  for the Term unless the  Employment  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      serve  the  Company  as Chief  Executive  Officer  under  this
                  Agreement  with  responsibility  for  planning,  directing and
                  controlling  the  operations  of the  Company in line with the
                  strategy  agreed  by the  Board  and in  accordance  with  the
                  authority delegated to him by the Board from time to time. The
                  Executive's key areas of responsibility  are set out in Item 4
                  of the Schedule to this Agreement;

                                      -3-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (c)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with his position; and

         (d)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Executive  shall perform
         the  Employment  at the  Principal  Place of Work or such  other  place
         nominated  by  him  provided  he is  able  to  perform  his  duties  as
         determined by the Board.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Executive will commence work on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the  Employment  Cost to the Executive as
                  remuneration for his services.

         (b)      The  Employment  Cost  will  comprise  the  Salary  and  other
                  entitlements  as set out in clause 5.2 and shall  otherwise be
                  adjusted in accordance with this Agreement.

         (c)      Subject to clause  4.1(d),  the Executive  will be entitled to
                  receive the Employment  Cost wholly by way of salary or partly
                  by way of salary and partly by way of such other  benefits  as
                  the Company may lawfully  provide to him, as the Executive may
                  elect  from  time to time  consistent  with the  policy of the
                  Company  on  such  matters,  provided  that  the  cost  to the
                  Company,  including any applicable  fringe  benefits tax, does
                  not exceed the Employment Cost.

         (d)      The  Salary  will be paid to the  Executive  by equal  monthly
                  instalments  on the  15th day of each  Month  or as  otherwise
                  agreed.

         (e)      The Executive's  remuneration including the Employment Cost is
                  compensation  to the Executive for all time worked or time off
                  in lieu of time worked, as such, the Executive is not entitled
                  to additional payment for Reasonable  Additional Hours worked,
                  or time off in lieu of Reasonable Additional Hours worked.

4.2      PERFORMANCE BONUS

         In addition to the  Employment  Cost,  the Board and the Executive will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 7 of the
         Schedule.

4.3      REVIEW

         (a)      The Executive's  remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Employment  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Executive,   the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Executive, the remuneration available in the workforce outside
                  the  30DC  Group  for  persons   with   responsibilities   and
                  experience  equivalent  to  those  of the  Executive  and  the
                  benefits  which have accrued and will accrue to the  Executive


                                      -4-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


                  under this  Agreement.  At each review the Employment Cost may
                  be increased by such amount as the Board may determine and any
                  such increase  will take effect on the date  determined by the
                  Board.

         (b)      The  Executive  may, at any time in writing,  request that the
                  Employment  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Employment  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Employment  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Employment Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements  provided to the Executive arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Executive  to  alter  the  terms  of the
                  Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      EXPENSES

         The Company will  reimburse the Executive for all  reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred  by him in the  performance  of his duties
         provided that the Executive  must produce to the Board such records and
         receipts  verifying those expenses as the Board may reasonably  request
         in  accordance  with the  Company's  policy in this regard from time to
         time.

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way,  the  Executive  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the  Executive in the  performance  of his duties  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE EXECUTIVE ON THE  OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                                      -5-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company, during the Term.

         (b)      Notwithstanding the provisions of clause 12.1, if a Trade Sale
                  or a Takeover  Event  occurs and the  Executive is required to
                  resign as Chief  Executive  Officer  of the  Company  and this
                  Agreement is effectively  terminated,  then in addition to any
                  other entitlements due to the Executive in accordance with the
                  terms of this Agreement, the Executive will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that, if the Employment  had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Executive  because  of  the
                           Employment continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Salary.

6.       RESPONSIBILITIES AND DUTIES
--------------------------------------------------------------------------------

         (a)      During the course of the Employment, the Executive:

                  (i)      will  carry  out  the  duties   appropriate   to  his
                           appointment  as  Chief  Executive  Officer  and in so
                           doing he must use his best  endeavours to further the
                           prosperity  and enhance the reputation of the Company
                           and the 30DC  Group and must  comply  with all lawful
                           orders and instructions given to him by the Board;

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Executive  from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause; and

                  (iii)    may,  with the prior  written  consent  of the Board,
                           accept   appointments   as  a   director   of   other
                           corporations  and to the  boards  of  committees  and
                           charities and devote such time as may be necessary to
                           these  activities  on such  terms  as the  Board  may
                           agree.

         (b)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Employment
                  the Executive  must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably necessary to his duties and responsibilities and to
                  the business of the 30DC Group.

         (c)      The Executive acknowledges that:

                  (i)      the  Employment  Cost  includes a  provision  for the
                           Reasonable  Additional  Hours which the Executive may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

                                      -6-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (d)      The Executive  must  undertake such travel during the
                           course  of  the   Employment   as  the   Company  may
                           reasonably require from time to time.

                  (e)      In addition  to the above  provisions  the  Executive
                           must:

                           (i)      carry   out  all   lawful   and   reasonable
                                    instructions  given to the  Executive by the
                                    Board in relation to the Employment;

                           (ii)     serve  the   Company   and  the  30DC  Group
                                    faithfully,  efficiently  and diligently and
                                    exercise  all  due  care  and  skill  in the
                                    performance of the Executive's duties;

                           (iii)    refrain from acting or giving the appearance
                                    of acting  contrary to the  interests of the
                                    Company and the 30DC Group;

                           (iv)     not  solicit  or  attempt  to  persuade  any
                                    clients of the Company and the 30DC Group to
                                    use the services of any other business;

                           (v)      keep  confidential  all raw data  and  trade
                                    secrets the  Executive  acquires  during the
                                    Employment  with  the  Company  and the 30DC
                                    Group,    including   techniques,    product
                                    information,  client  lists  and  any  other
                                    information  which  is  confidential  to the
                                    Company and the 30DC Group; and

                           (vi)     carry  out  any  other   duties   reasonably
                                    required  by the  Company and the 30DC Group
                                    to the best of the  Executive's  skills  and
                                    abilities.

         (f)      Where appropriate,  the Executive may be required to undertake
                  training as arranged by the Company and the 30DC Group for the
                  acquisition  of a broader range of skills and  competence  and
                  the better performance of the Executive's duties.

         (g)      Each of the Company and the  Executive  will act towards  each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       LEAVE
--------------------------------------------------------------------------------

7.1      ANNUAL LEAVE

         (a)      The Executive  shall be entitled to 20 working days'  holidays
                  in each  calendar  year (in  addition  to the usual  public or
                  statutory  holidays)  to be  taken  at such  times as shall be
                  agreed between the Executive and the Company.

         (b)      Annual leave accrues every four weeks on a pro-rata  basis and
                  is cumulative.

7.2      PAID PERSONAL/CARER'S LEAVE

         (a)      The Executive is entitled to:

                  (i)      accrue an amount of paid personal/carer's  leave, for
                           each completed four-week period of continuous service
                           with the Company, of 1/13 of 20 days of paid personal
                           leave; and

                  (ii)     take an amount of paid personal/carer's  leave if the
                           amount of leave is accrued.

         (b)      Paid  personal  leave  accrues  on a  pro-rata  basis  and  is
                  cumulative.

         (c)      In relation to the accrual in clause 7.2(a)(i),  the Executive
                  will   accrue   this  leave  at  the  rate  of  20  days  paid
                  personal/carer's leave per annum.

                                      -7-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      To be  entitled  to paid  personal  leave  during a period the
                  Executive must:

                  (i)      give the  Company  notice that the  Executive  is (or
                           will be) absent from the Employment during the period
                           because of the Executive's illness or the Executive's
                           injury,  or to care for a member  of the  Executive's
                           immediate  family or  household.  The notice  must be
                           given   to  the   Company   as  soon  as   reasonably
                           practicable; and

                  (ii)     for  periods  of paid  personal/carer's  leave of two
                           days or  more,  provide  the  Company  with  either a
                           medical   certificate   from  a   registered   health
                           practitioner,  or if it is not reasonably practicable
                           for the  Executive  to give  the  Company  a  medical
                           certificate,  a  statutory  declaration  made  by the
                           Executive.

         (e)      If at the time the  Employment  ends the Executive has untaken
                  accrued paid personal leave,  the Executive is not entitled to
                  any payment in respect of that untaken leave.

7.3      PUBLIC HOLIDAYS

         The Executive is entitled to public holidays prescribed by the State of
         Delaware, United States of America and Australia.

7.4      UNPAID CARER'S LEAVE

         (a)      The  Executive  is  entitled  to a period  of up to two  days'
                  unpaid  carer's  leave for each  occasion when a member of the
                  Executive's  immediate  family, or a member of the Executive's
                  household, requires care or support because of:

                  (i)      a personal illness, or injury, of the member; or

                  (ii)     an unexpected emergency affecting the member.

         (b)      Notice of unpaid carer's leave must be given to the Company as
                  soon as reasonably practicable.

7.5      UNPAID PARENTAL LEAVE

         The Executive is entitled to unpaid  parental leave in accordance  with
         the provisions of the laws of the State of Delaware.

7.6      COMPASSIONATE LEAVE

         (a)      The  Executive  is  entitled  to two days' paid leave for each
                  permissible occasion.

         (b)      A permissible occasion is the death, serious injury or serious
                  illness of the Executive's immediate family or a member of the
                  Executive's household.

         (c)      Notice of compassionate  leave must be given to the Company as
                  soon as reasonably practicable.

7.7      LONG SERVICE LEAVE

         The  Executive is entitled to long  service  leave in  accordance  with
         applicable legislation.

7.8      DISCRETIONARY LEAVE

         All leave in addition to the leave entitlements outlined in this clause
         is at the  discretion of the Company,  including as to whether any such
         additional leave, if any, is paid or unpaid.

                                      -8-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

7.9      ACCIDENT COMPENSATION LEAVE

         (a)      In the  event  of a  claim  for  accident  compensation  being
                  brought by the Executive, the Company shall pay the difference
                  between compensation  benefits available under the appropriate
                  State and/or Federal  legislation and the Salary for a maximum
                  period of 52 weeks.  The Executive  may utilise  accrued leave
                  credits for absences beyond the period for which  compensation
                  is made.  Leave without pay may be granted where  entitlements
                  to paid leave have been exhausted.

         (b)      Payments made under clause 7.9(a) shall cease on the date:

                  (i)      on which the Executive is fit to resume duty;

                  (ii)     that the Executive receives a disability benefit from
                           a retirement plan; or

                  (iii)    on which a lump sum redemption is received, whichever
                           comes first.

         (c)      The Executive is obliged to refund any make-up pay received if
                  the Executive receives a settlement sum in a civil claim which
                  specifically compensates the Executive for make-up payments.

8.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  employment  best  practice,  will from time to time  introduce
                  policies  and   procedures   with  respect  to,  for  example,
                  workplace  surveillance  (including email and internet usage),
                  anti-discrimination,    equal   employment   opportunity   and
                  occupational health and safety.

         (b)      The  Executive  agrees to read and become  familiar  with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  and  procedures  do not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Employment with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Executive may include warning, suspension or termination.

9.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created  by the  Executive  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Employment,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation,  and the Executive will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Executive and the Company.

         (b)      Notwithstanding  clause 9(a), and to the extent possible,  the
                  Executive  shall  assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Executive using the Company's resources, on the
                  Company's premises or in the course of the Employment.

         (c)      The assignment in clause 9(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                                      -9-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (iii)    effective   without  any   further   payment  to  the
                           Executive, whether by way of royalty or otherwise, in
                           consideration for the assignment.

         (d)      The Executive  must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Executive  gives  consent to the  Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Employment,   which  would  otherwise  be  an
                  infringement of the  Executive's  moral rights in the relevant
                  work.

10.      CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Employment  and at all times after the  termination
                  of the Employment, the Executive must not, except:

                  (i)      in the proper course of his duties;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Board,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of  the  Executive  prior  to the
                  Employment  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

         (b)      The Executive must not use or attempt to use the  Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Employment,  the  Executive  must  use  his  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The  provisions of clauses  10(a) and 10(b) of this  Agreement
                  will  continue to apply after  termination  of the  Employment
                  without limitation in point of time but will cease to apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by  the  Executive  of  this
                  Agreement.

         (e)      Since any breach of the provisions of clauses 10(a), 10(b) and
                  10(c)  of  this  Agreement  may  diminish  the  value  of  the
                  Confidential Information,  the Executive acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Executive also acknowledges that the Company and
                  the 30DC Group will also be entitled to money damages.

11.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Executive  must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may conflict  with the conduct of his
                  duties or  responsibilities  under this  Agreement or with the
                  business of the Company and the 30DC Group.

                                      -10-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (b)      The  Executive  may,  with the prior  written  consent  of the
                  Board, engage in activities outside the Employment where:

                  (i)      the  Executive's  involvement in such activities does
                           not affect the performance of his official duties;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

12.      TERMINATION
--------------------------------------------------------------------------------

12.1     RESTRICTION ON TERMINATION

         Subject to the  provisions of clauses  5.3(b) and 12.2,  this Agreement
         may not be  terminated  by  either  party  during  the 24 Month  period
         commencing on the Commencement Date.

12.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Employment  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice effective  forthwith and without payment of any salary,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Executive:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing  his  duties  under this  Agreement  for a
                           period of not less than three  consecutive  Months or
                           any periods aggregating not less than three Months in
                           any period of 12 Months;

                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable opinion of the Board brings the Executive,
                           the Company or the 30DC Group into serious disrepute;

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors; or

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health.

12.3     BY THE COMPANY WITH NOTICE

         Subject to clause 12.1, the Company may terminate the Employment at any
         time by giving six Months' notice in writing to the Executive.

12.4     BY THE EXECUTIVE WITH NOTICE

         Subject to clause 12.1,  the Executive may terminate the  Employment by
         giving six Months'  notice in writing to the Company.  If the Executive
         does not give the  required  period  of  notice  then the  Company  may
         withhold  money  equivalent  to the  Executive's  remuneration  for the
         shortfall in the required period of notice, on the basis that amount be


                                      -11-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         forfeited by the Executive to the Company.

12.5     CONSEQUENCES OF TERMINATION

         Where either the Executive or the Company  gives notice of  termination
         of the  Employment,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do any of
         (a), (b) or (c) below:

         (a)      pay the  Executive  a lump sum  equal to at least the total of
                  all amounts that, if the  Employment  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Executive   because  of  the
                  Employment continuing during that period. If the Company makes
                  that payment then the  Employment  terminates on tender by the
                  Company to the Executive of that lump sum;

         (b)      require the  Executive to not attend for work (for the balance
                  of the period of the notice); or

         (c)      require  the  Executive  to  continue to attend for work or to
                  work from another  place (for the balance of the period of the
                  notice) but to perform  duties that are different to those the
                  Executive  were  required  to  perform  at  times  during  the
                  Employment,  providing the Executive has the necessary  skills
                  and competencies to perform those duties.

12.6     BOARD REACTION TO TERMINATION

         If at any time  either  the  Company or the  Executive  gives the other
         notice of termination of the Employment,  the Board will immediately be
         entitled to:

         (a)      require  the  Executive  to  resign  from  his  position.  The
                  Executive  irrevocably  appoints the company  secretary of the
                  Company as his  attorney  to provide  his  resignation  on his
                  behalf;

         (b)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Executive,  the  duties and  responsibilities  that were being
                  carried  out by the  Executive  immediately  prior to the date
                  upon which any such notice of termination is given; and

         (c)      require the  Executive  to assist any person  appointed as his
                  successor  to carry out the  duties  and  responsibilities  of
                  Chief  Executive  Officer  and to  perform  all such tasks and
                  provide all such  assistance to the successor as the Board may
                  deem necessary and for such period within the six Month period
                  of  notice as the Board  may  determine  to ensure an  orderly
                  handover of the Executive's duties and responsibilities to the
                  successor.

12.7     RETURN OF COMPANY PROPERTY

         The Executive  expressly  covenants that he shall  immediately upon the
         termination   of  the   Employment   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in his
         possession  or under his control  and the  Executive  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -12-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


13.      REAPPOINTMENT
--------------------------------------------------------------------------------

13.1     REAPPOINTMENT

         Subject to clause 13.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Executive  shall  confer  with  the  view to
                  reaching  agreement  as to  whether  the  Executive  shall  be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of  the  Term  of  their  decision  regarding
                  re-appointment pursuant to clause 13.1(a).

13.2     FURTHER AGREEMENT

         Upon  agreement  in  relation to  re-appointment  of the  Executive  in
         accordance with this clause 13:

         (a)      the Executive  shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the  continued  service of the  Executive  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new agreement.

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

14.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 14,  except  where a party seeks  urgent  interlocutory
         relief.

14.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

14.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such  technique,  the parties  must mediate the Dispute in
                  accordance  with the mediation rules of the State of Delaware,
                  and the  mediator  will be selected by the  Superior  Court of
                  Delaware from the Superior Court's Mediator's List.

                                      -13-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


15.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 15(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  15(g),  a party  must  address a notice as
                  follows:

         If to the Executive:

                   Address:            69 Ardmillan Road
                                       Moonee Ponds, Victoria 3039
                                       Australia
                   Email:              eddale@mac.com
                   Attention:          Edward Dale


         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              randall.ewens@corporatelogic.com.au
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

                                      -14-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  15,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

16.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

16.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware, United
         States of America.

16.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

16.3     NO RELIANCE

         The  Executive  acknowledges  that the  Executive has entered into this
         Agreement without relying on any representation by the Company.

16.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

16.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

16.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

16.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

16.8     NO ASSIGNMENT

         The Executive may not without the prior written  consent of the Company
         assign or encumber all or any part of his rights  under this  Agreement
         or attempt or purport to allow another person to assume the Executive's
         obligations under this Agreement.

16.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

                                      -15-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

16.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

16.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

16.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.

























                                      -16-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                 SCHEDULE

<S>                                 <C>

ITEM 1                              June 2009
Commencement Date

ITEM 2                              The period of three years from the Commencement Date
Term

ITEM 3                              69 Ardmillan Road, Moonee Ponds, Victoria 3039 Australia
Principal Place of Work

ITEM 4                              The Executive's key areas of responsibility will include:
Key areas of responsibility
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Company and the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Company,  the 30DC  Group and  associated  entities  to aid the
                                             profitable operation of the Company and the 30DC Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading  and  managing  the  day-to-day  operations  of  the  30  Day
                                             Challenge  Business,  the  Immediate  Edge  Business and the Facebook
                                             Applications Business as the Company may direct and any other related
                                             work that shall reasonably be requested by the Board

ITEM 5                              US$250,000
Salary

ITEM 6                              US$250,000 + US$                  =
Employment Cost                     US$

                                    1.       If the  revenue  of the 30DC  Group  in any  year of the  Employment
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Executive  that  number  of  shares  in  the  Company
                                             comprising 50% of the Salary.

                                    2.       The   Executive   will be  entitled   to  participate  in any senior
                                             executive stock  option  plan  adopted by the Company on listing  on
                                             the OTC Bulletin Board.

                                    3.       The Executive  will be entitled to other such benefits and incentive
                                             payments,  as may be deemed  appropriate by the Company and the 30DC
                                             Group
</TABLE>



                                      -17-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by   )/s/ Clinton Carey
its authorised officer:                     )...................................
                                              Director

                                              Clinton Carey
                                              ..................................
                                              (Print) Full Name



SIGNED by EDWARD WELLS DALE                 )
in the presence of:                         )



/s/ Robert John Somerville                 /s/ Edward Wells Dale
.......................................     .....................................
Signature of Witness                       Signature of EDWARD WELLS DALE

Robert John Somerville                     69 Ardmillan Road, Moonee Ponds
.......................................     .....................................
(Print) Name of Witness                    Address























                                      -18-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>thirtydcdaleexagr.txt
<TEXT>













                                 EXHIBIT 10.1
                EXECUTIVE SERVICES AGREEMENT - EDWARD WELLS DALE
                               DATED JUNE 19, 2009



<PAGE>





EXECUTIVE SERVICES AGREEMENT







30DC, INC.


and


EDWARD WELLS DALE











Level 14
Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656

WWW.HWLEBSWORTH.COM.AU













<PAGE>
<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS


<S>      <C>                                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION......................................................................1

         1.1      DEFINITIONS................................................................................1
         1.2      INTERPRETATION.............................................................................2

2.       ENGAGEMENT AND PLACE OF WORK........................................................................3

         2.1      ENGAGEMENT.................................................................................3
         2.2      PRINCIPAL PLACE OF WORK....................................................................4

3.       COMMENCEMENT........................................................................................4

4.       REMUNERATION AND REVIEW.............................................................................4

         4.1      REMUNERATION...............................................................................4
         4.2      PERFORMANCE BONUS..........................................................................4
         4.3      REVIEW.....................................................................................4

5.       EXPENSES AND OTHER ENTITLEMENTS.....................................................................5

         5.1      EXPENSES...................................................................................5
         5.2      OTHER ENTITLEMENTS.........................................................................5
         5.3      ENTITLEMENT OF THE EXECUTIVE ON THE OCCURRENCE OF A TAKEOVER EVENT OR TRADE SALE...........5

6.       RESPONSIBILITIES AND DUTIES.........................................................................6

7.       LEAVE...............................................................................................7

         7.1      ANNUAL LEAVE...............................................................................7
         7.2      PAID PERSONAL/CARER'S LEAVE................................................................7
         7.3      PUBLIC HOLIDAYS............................................................................8
         7.4      UNPAID CARER'S LEAVE.......................................................................8
         7.5      UNPAID PARENTAL LEAVE......................................................................8
         7.6      COMPASSIONATE LEAVE........................................................................8
         7.7      LONG SERVICE LEAVE.........................................................................8
         7.8      DISCRETIONARY LEAVE........................................................................8
         7.9      ACCIDENT COMPENSATION LEAVE................................................................9

8.       POLICIES AND PROCEDURES.............................................................................9

9.       INTELLECTUAL PROPERTY...............................................................................9

10.      CONFIDENTIALITY....................................................................................10

11.      CONFLICT OF INTEREST...............................................................................10

12.      TERMINATION........................................................................................11

         12.1     RESTRICTION ON TERMINATION................................................................11
         12.2     BY THE COMPANY WITHOUT NOTICE.............................................................11
         12.3     BY THE COMPANY WITH NOTICE................................................................11
         12.4     BY THE EXECUTIVE WITH NOTICE..............................................................11
         12.5     CONSEQUENCES OF TERMINATION...............................................................12
         12.6     BOARD REACTION TO TERMINATION.............................................................12
         12.7     RETURN OF COMPANY PROPERTY................................................................12

<PAGE>

13.      REAPPOINTMENT......................................................................................13

         13.1     REAPPOINTMENT.............................................................................13
         13.2     FURTHER AGREEMENT.........................................................................13

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE.........................................................13

         14.1     DISPUTE...................................................................................13
         14.2     NOTICE OF DISPUTE.........................................................................13
         14.3     DISPUTE RESOLUTION........................................................................13

15.      NOTICES............................................................................................14

16.      GENERAL PROVISIONS.................................................................................15

         16.1     GOVERNING LAW.............................................................................15
         16.2     ENTIRE AGREEMENT..........................................................................15
         16.3     NO RELIANCE...............................................................................15
         16.4     NO WAIVER.................................................................................15
         16.5     SEVERABILITY..............................................................................15
         16.6     BINDING NATURE............................................................................15
         16.7     NO VARIATION..............................................................................15
         16.8     NO ASSIGNMENT.............................................................................15
         16.9     COUNTERPARTS..............................................................................15
         16.10    EXTENT THAT THE LAW PERMITS...............................................................16
         16.11    SPECIFIC PERFORMANCE......................................................................16
         16.12    CUMULATIVE RIGHTS.........................................................................16


SCHEDULE................................................................................................... 17
</TABLE>



<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


EXECUTIVE SERVICES AGREEMENT


DATE                       19 June 2009
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia


                                                                       (COMPANY)

                           EDWARD WELLS DALE of 69 Ardmillan Road, Moonee Ponds,
                           Victoria, Australia

                                                                     (EXECUTIVE)


BACKGROUND
--------------------------

                           A.       The Company offers the Executive  employment
                                    on the terms and  conditions set out in this
                                    Agreement.

                           B.       The Executive  wishes to accept the offer of
                                    employment  on the  terms  set  out in  this
                                    Agreement.

--------------------------------------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP  means the  businesses  and  entities  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

                                      -1-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule;

         CONFIDENTIAL INFORMATION has the meaning given in clause 10(a);

         EMPLOYMENT means the employment of the Executive under this Agreement;

         EMPLOYMENT COST means the remuneration  package,  including the Salary,
         non salary  payments and benefits (for the avoidance of doubt this does
         not  include  performance-based  bonuses  referred  to in  clause  4.2)
         provided to the Executive in  accordance  with clauses 4 and 5 includes
         any applicable  taxation  payable on the components of the remuneration
         package (whether income tax, fringe benefits tax or otherwise), set out
         in Item 6 of the Schedule;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         SALARY means the amount set out in Item 5 of the Schedule; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Executive will:

         (a)      be employed by the Company in the position of Chief  Executive
                  Officer of the  Company,  and will  continue to be so employed
                  for the Term unless the  Employment  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      serve  the  Company  as Chief  Executive  Officer  under  this
                  Agreement  with  responsibility  for  planning,  directing and
                  controlling  the  operations  of the  Company in line with the
                  strategy  agreed  by the  Board  and in  accordance  with  the
                  authority delegated to him by the Board from time to time. The
                  Executive's key areas of responsibility  are set out in Item 4
                  of the Schedule to this Agreement;

                                      -3-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (c)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with his position; and

         (d)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Executive  shall perform
         the  Employment  at the  Principal  Place of Work or such  other  place
         nominated  by  him  provided  he is  able  to  perform  his  duties  as
         determined by the Board.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Executive will commence work on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the  Employment  Cost to the Executive as
                  remuneration for his services.

         (b)      The  Employment  Cost  will  comprise  the  Salary  and  other
                  entitlements  as set out in clause 5.2 and shall  otherwise be
                  adjusted in accordance with this Agreement.

         (c)      Subject to clause  4.1(d),  the Executive  will be entitled to
                  receive the Employment  Cost wholly by way of salary or partly
                  by way of salary and partly by way of such other  benefits  as
                  the Company may lawfully  provide to him, as the Executive may
                  elect  from  time to time  consistent  with the  policy of the
                  Company  on  such  matters,  provided  that  the  cost  to the
                  Company,  including any applicable  fringe  benefits tax, does
                  not exceed the Employment Cost.

         (d)      The  Salary  will be paid to the  Executive  by equal  monthly
                  instalments  on the  15th day of each  Month  or as  otherwise
                  agreed.

         (e)      The Executive's  remuneration including the Employment Cost is
                  compensation  to the Executive for all time worked or time off
                  in lieu of time worked, as such, the Executive is not entitled
                  to additional payment for Reasonable  Additional Hours worked,
                  or time off in lieu of Reasonable Additional Hours worked.

4.2      PERFORMANCE BONUS

         In addition to the  Employment  Cost,  the Board and the Executive will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 7 of the
         Schedule.

4.3      REVIEW

         (a)      The Executive's  remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Employment  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Executive,   the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Executive, the remuneration available in the workforce outside
                  the  30DC  Group  for  persons   with   responsibilities   and
                  experience  equivalent  to  those  of the  Executive  and  the
                  benefits  which have accrued and will accrue to the  Executive


                                      -4-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


                  under this  Agreement.  At each review the Employment Cost may
                  be increased by such amount as the Board may determine and any
                  such increase  will take effect on the date  determined by the
                  Board.

         (b)      The  Executive  may, at any time in writing,  request that the
                  Employment  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Employment  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Employment  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Employment Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements  provided to the Executive arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Executive  to  alter  the  terms  of the
                  Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      EXPENSES

         The Company will  reimburse the Executive for all  reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred  by him in the  performance  of his duties
         provided that the Executive  must produce to the Board such records and
         receipts  verifying those expenses as the Board may reasonably  request
         in  accordance  with the  Company's  policy in this regard from time to
         time.

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way,  the  Executive  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the  Executive in the  performance  of his duties  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE EXECUTIVE ON THE  OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                                      -5-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company, during the Term.

         (b)      Notwithstanding the provisions of clause 12.1, if a Trade Sale
                  or a Takeover  Event  occurs and the  Executive is required to
                  resign as Chief  Executive  Officer  of the  Company  and this
                  Agreement is effectively  terminated,  then in addition to any
                  other entitlements due to the Executive in accordance with the
                  terms of this Agreement, the Executive will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that, if the Employment  had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Executive  because  of  the
                           Employment continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Salary.

6.       RESPONSIBILITIES AND DUTIES
--------------------------------------------------------------------------------

         (a)      During the course of the Employment, the Executive:

                  (i)      will  carry  out  the  duties   appropriate   to  his
                           appointment  as  Chief  Executive  Officer  and in so
                           doing he must use his best  endeavours to further the
                           prosperity  and enhance the reputation of the Company
                           and the 30DC  Group and must  comply  with all lawful
                           orders and instructions given to him by the Board;

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Executive  from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause; and

                  (iii)    may,  with the prior  written  consent  of the Board,
                           accept   appointments   as  a   director   of   other
                           corporations  and to the  boards  of  committees  and
                           charities and devote such time as may be necessary to
                           these  activities  on such  terms  as the  Board  may
                           agree.

         (b)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Employment
                  the Executive  must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably necessary to his duties and responsibilities and to
                  the business of the 30DC Group.

         (c)      The Executive acknowledges that:

                  (i)      the  Employment  Cost  includes a  provision  for the
                           Reasonable  Additional  Hours which the Executive may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

                                      -6-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (d)      The Executive  must  undertake such travel during the
                           course  of  the   Employment   as  the   Company  may
                           reasonably require from time to time.

                  (e)      In addition  to the above  provisions  the  Executive
                           must:

                           (i)      carry   out  all   lawful   and   reasonable
                                    instructions  given to the  Executive by the
                                    Board in relation to the Employment;

                           (ii)     serve  the   Company   and  the  30DC  Group
                                    faithfully,  efficiently  and diligently and
                                    exercise  all  due  care  and  skill  in the
                                    performance of the Executive's duties;

                           (iii)    refrain from acting or giving the appearance
                                    of acting  contrary to the  interests of the
                                    Company and the 30DC Group;

                           (iv)     not  solicit  or  attempt  to  persuade  any
                                    clients of the Company and the 30DC Group to
                                    use the services of any other business;

                           (v)      keep  confidential  all raw data  and  trade
                                    secrets the  Executive  acquires  during the
                                    Employment  with  the  Company  and the 30DC
                                    Group,    including   techniques,    product
                                    information,  client  lists  and  any  other
                                    information  which  is  confidential  to the
                                    Company and the 30DC Group; and

                           (vi)     carry  out  any  other   duties   reasonably
                                    required  by the  Company and the 30DC Group
                                    to the best of the  Executive's  skills  and
                                    abilities.

         (f)      Where appropriate,  the Executive may be required to undertake
                  training as arranged by the Company and the 30DC Group for the
                  acquisition  of a broader range of skills and  competence  and
                  the better performance of the Executive's duties.

         (g)      Each of the Company and the  Executive  will act towards  each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       LEAVE
--------------------------------------------------------------------------------

7.1      ANNUAL LEAVE

         (a)      The Executive  shall be entitled to 20 working days'  holidays
                  in each  calendar  year (in  addition  to the usual  public or
                  statutory  holidays)  to be  taken  at such  times as shall be
                  agreed between the Executive and the Company.

         (b)      Annual leave accrues every four weeks on a pro-rata  basis and
                  is cumulative.

7.2      PAID PERSONAL/CARER'S LEAVE

         (a)      The Executive is entitled to:

                  (i)      accrue an amount of paid personal/carer's  leave, for
                           each completed four-week period of continuous service
                           with the Company, of 1/13 of 20 days of paid personal
                           leave; and

                  (ii)     take an amount of paid personal/carer's  leave if the
                           amount of leave is accrued.

         (b)      Paid  personal  leave  accrues  on a  pro-rata  basis  and  is
                  cumulative.

         (c)      In relation to the accrual in clause 7.2(a)(i),  the Executive
                  will   accrue   this  leave  at  the  rate  of  20  days  paid
                  personal/carer's leave per annum.

                                      -7-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      To be  entitled  to paid  personal  leave  during a period the
                  Executive must:

                  (i)      give the  Company  notice that the  Executive  is (or
                           will be) absent from the Employment during the period
                           because of the Executive's illness or the Executive's
                           injury,  or to care for a member  of the  Executive's
                           immediate  family or  household.  The notice  must be
                           given   to  the   Company   as  soon  as   reasonably
                           practicable; and

                  (ii)     for  periods  of paid  personal/carer's  leave of two
                           days or  more,  provide  the  Company  with  either a
                           medical   certificate   from  a   registered   health
                           practitioner,  or if it is not reasonably practicable
                           for the  Executive  to give  the  Company  a  medical
                           certificate,  a  statutory  declaration  made  by the
                           Executive.

         (e)      If at the time the  Employment  ends the Executive has untaken
                  accrued paid personal leave,  the Executive is not entitled to
                  any payment in respect of that untaken leave.

7.3      PUBLIC HOLIDAYS

         The Executive is entitled to public holidays prescribed by the State of
         Delaware, United States of America and Australia.

7.4      UNPAID CARER'S LEAVE

         (a)      The  Executive  is  entitled  to a period  of up to two  days'
                  unpaid  carer's  leave for each  occasion when a member of the
                  Executive's  immediate  family, or a member of the Executive's
                  household, requires care or support because of:

                  (i)      a personal illness, or injury, of the member; or

                  (ii)     an unexpected emergency affecting the member.

         (b)      Notice of unpaid carer's leave must be given to the Company as
                  soon as reasonably practicable.

7.5      UNPAID PARENTAL LEAVE

         The Executive is entitled to unpaid  parental leave in accordance  with
         the provisions of the laws of the State of Delaware.

7.6      COMPASSIONATE LEAVE

         (a)      The  Executive  is  entitled  to two days' paid leave for each
                  permissible occasion.

         (b)      A permissible occasion is the death, serious injury or serious
                  illness of the Executive's immediate family or a member of the
                  Executive's household.

         (c)      Notice of compassionate  leave must be given to the Company as
                  soon as reasonably practicable.

7.7      LONG SERVICE LEAVE

         The  Executive is entitled to long  service  leave in  accordance  with
         applicable legislation.

7.8      DISCRETIONARY LEAVE

         All leave in addition to the leave entitlements outlined in this clause
         is at the  discretion of the Company,  including as to whether any such
         additional leave, if any, is paid or unpaid.

                                      -8-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

7.9      ACCIDENT COMPENSATION LEAVE

         (a)      In the  event  of a  claim  for  accident  compensation  being
                  brought by the Executive, the Company shall pay the difference
                  between compensation  benefits available under the appropriate
                  State and/or Federal  legislation and the Salary for a maximum
                  period of 52 weeks.  The Executive  may utilise  accrued leave
                  credits for absences beyond the period for which  compensation
                  is made.  Leave without pay may be granted where  entitlements
                  to paid leave have been exhausted.

         (b)      Payments made under clause 7.9(a) shall cease on the date:

                  (i)      on which the Executive is fit to resume duty;

                  (ii)     that the Executive receives a disability benefit from
                           a retirement plan; or

                  (iii)    on which a lump sum redemption is received, whichever
                           comes first.

         (c)      The Executive is obliged to refund any make-up pay received if
                  the Executive receives a settlement sum in a civil claim which
                  specifically compensates the Executive for make-up payments.

8.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  employment  best  practice,  will from time to time  introduce
                  policies  and   procedures   with  respect  to,  for  example,
                  workplace  surveillance  (including email and internet usage),
                  anti-discrimination,    equal   employment   opportunity   and
                  occupational health and safety.

         (b)      The  Executive  agrees to read and become  familiar  with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  and  procedures  do not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Employment with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Executive may include warning, suspension or termination.

9.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created  by the  Executive  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Employment,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation,  and the Executive will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Executive and the Company.

         (b)      Notwithstanding  clause 9(a), and to the extent possible,  the
                  Executive  shall  assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Executive using the Company's resources, on the
                  Company's premises or in the course of the Employment.

         (c)      The assignment in clause 9(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                                      -9-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (iii)    effective   without  any   further   payment  to  the
                           Executive, whether by way of royalty or otherwise, in
                           consideration for the assignment.

         (d)      The Executive  must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Executive  gives  consent to the  Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Employment,   which  would  otherwise  be  an
                  infringement of the  Executive's  moral rights in the relevant
                  work.

10.      CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Employment  and at all times after the  termination
                  of the Employment, the Executive must not, except:

                  (i)      in the proper course of his duties;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Board,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of  the  Executive  prior  to the
                  Employment  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

         (b)      The Executive must not use or attempt to use the  Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Employment,  the  Executive  must  use  his  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The  provisions of clauses  10(a) and 10(b) of this  Agreement
                  will  continue to apply after  termination  of the  Employment
                  without limitation in point of time but will cease to apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by  the  Executive  of  this
                  Agreement.

         (e)      Since any breach of the provisions of clauses 10(a), 10(b) and
                  10(c)  of  this  Agreement  may  diminish  the  value  of  the
                  Confidential Information,  the Executive acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Executive also acknowledges that the Company and
                  the 30DC Group will also be entitled to money damages.

11.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Executive  must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may conflict  with the conduct of his
                  duties or  responsibilities  under this  Agreement or with the
                  business of the Company and the 30DC Group.

                                      -10-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (b)      The  Executive  may,  with the prior  written  consent  of the
                  Board, engage in activities outside the Employment where:

                  (i)      the  Executive's  involvement in such activities does
                           not affect the performance of his official duties;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

12.      TERMINATION
--------------------------------------------------------------------------------

12.1     RESTRICTION ON TERMINATION

         Subject to the  provisions of clauses  5.3(b) and 12.2,  this Agreement
         may not be  terminated  by  either  party  during  the 24 Month  period
         commencing on the Commencement Date.

12.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Employment  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice effective  forthwith and without payment of any salary,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Executive:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing  his  duties  under this  Agreement  for a
                           period of not less than three  consecutive  Months or
                           any periods aggregating not less than three Months in
                           any period of 12 Months;

                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable opinion of the Board brings the Executive,
                           the Company or the 30DC Group into serious disrepute;

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors; or

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health.

12.3     BY THE COMPANY WITH NOTICE

         Subject to clause 12.1, the Company may terminate the Employment at any
         time by giving six Months' notice in writing to the Executive.

12.4     BY THE EXECUTIVE WITH NOTICE

         Subject to clause 12.1,  the Executive may terminate the  Employment by
         giving six Months'  notice in writing to the Company.  If the Executive
         does not give the  required  period  of  notice  then the  Company  may
         withhold  money  equivalent  to the  Executive's  remuneration  for the
         shortfall in the required period of notice, on the basis that amount be


                                      -11-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         forfeited by the Executive to the Company.

12.5     CONSEQUENCES OF TERMINATION

         Where either the Executive or the Company  gives notice of  termination
         of the  Employment,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do any of
         (a), (b) or (c) below:

         (a)      pay the  Executive  a lump sum  equal to at least the total of
                  all amounts that, if the  Employment  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Executive   because  of  the
                  Employment continuing during that period. If the Company makes
                  that payment then the  Employment  terminates on tender by the
                  Company to the Executive of that lump sum;

         (b)      require the  Executive to not attend for work (for the balance
                  of the period of the notice); or

         (c)      require  the  Executive  to  continue to attend for work or to
                  work from another  place (for the balance of the period of the
                  notice) but to perform  duties that are different to those the
                  Executive  were  required  to  perform  at  times  during  the
                  Employment,  providing the Executive has the necessary  skills
                  and competencies to perform those duties.

12.6     BOARD REACTION TO TERMINATION

         If at any time  either  the  Company or the  Executive  gives the other
         notice of termination of the Employment,  the Board will immediately be
         entitled to:

         (a)      require  the  Executive  to  resign  from  his  position.  The
                  Executive  irrevocably  appoints the company  secretary of the
                  Company as his  attorney  to provide  his  resignation  on his
                  behalf;

         (b)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Executive,  the  duties and  responsibilities  that were being
                  carried  out by the  Executive  immediately  prior to the date
                  upon which any such notice of termination is given; and

         (c)      require the  Executive  to assist any person  appointed as his
                  successor  to carry out the  duties  and  responsibilities  of
                  Chief  Executive  Officer  and to  perform  all such tasks and
                  provide all such  assistance to the successor as the Board may
                  deem necessary and for such period within the six Month period
                  of  notice as the Board  may  determine  to ensure an  orderly
                  handover of the Executive's duties and responsibilities to the
                  successor.

12.7     RETURN OF COMPANY PROPERTY

         The Executive  expressly  covenants that he shall  immediately upon the
         termination   of  the   Employment   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in his
         possession  or under his control  and the  Executive  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -12-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


13.      REAPPOINTMENT
--------------------------------------------------------------------------------

13.1     REAPPOINTMENT

         Subject to clause 13.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Executive  shall  confer  with  the  view to
                  reaching  agreement  as to  whether  the  Executive  shall  be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of  the  Term  of  their  decision  regarding
                  re-appointment pursuant to clause 13.1(a).

13.2     FURTHER AGREEMENT

         Upon  agreement  in  relation to  re-appointment  of the  Executive  in
         accordance with this clause 13:

         (a)      the Executive  shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the  continued  service of the  Executive  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new agreement.

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

14.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 14,  except  where a party seeks  urgent  interlocutory
         relief.

14.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

14.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such  technique,  the parties  must mediate the Dispute in
                  accordance  with the mediation rules of the State of Delaware,
                  and the  mediator  will be selected by the  Superior  Court of
                  Delaware from the Superior Court's Mediator's List.

                                      -13-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


15.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 15(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  15(g),  a party  must  address a notice as
                  follows:

         If to the Executive:

                   Address:            69 Ardmillan Road
                                       Moonee Ponds, Victoria 3039
                                       Australia
                   Email:              eddale@mac.com
                   Attention:          Edward Dale


         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              randall.ewens@corporatelogic.com.au
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

                                      -14-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  15,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

16.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

16.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware, United
         States of America.

16.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

16.3     NO RELIANCE

         The  Executive  acknowledges  that the  Executive has entered into this
         Agreement without relying on any representation by the Company.

16.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

16.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

16.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

16.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

16.8     NO ASSIGNMENT

         The Executive may not without the prior written  consent of the Company
         assign or encumber all or any part of his rights  under this  Agreement
         or attempt or purport to allow another person to assume the Executive's
         obligations under this Agreement.

16.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

                                      -15-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

16.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

16.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

16.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.

























                                      -16-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                 SCHEDULE

<S>                                 <C>

ITEM 1                              June 2009
Commencement Date

ITEM 2                              The period of three years from the Commencement Date
Term

ITEM 3                              69 Ardmillan Road, Moonee Ponds, Victoria 3039 Australia
Principal Place of Work

ITEM 4                              The Executive's key areas of responsibility will include:
Key areas of responsibility
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Company and the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Company,  the 30DC  Group and  associated  entities  to aid the
                                             profitable operation of the Company and the 30DC Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading  and  managing  the  day-to-day  operations  of  the  30  Day
                                             Challenge  Business,  the  Immediate  Edge  Business and the Facebook
                                             Applications Business as the Company may direct and any other related
                                             work that shall reasonably be requested by the Board

ITEM 5                              US$250,000
Salary

ITEM 6                              US$250,000 + US$                  =
Employment Cost                     US$

                                    1.       If the  revenue  of the 30DC  Group  in any  year of the  Employment
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Executive  that  number  of  shares  in  the  Company
                                             comprising 50% of the Salary.

                                    2.       The   Executive   will be  entitled   to  participate  in any senior
                                             executive stock  option  plan  adopted by the Company on listing  on
                                             the OTC Bulletin Board.

                                    3.       The Executive  will be entitled to other such benefits and incentive
                                             payments,  as may be deemed  appropriate by the Company and the 30DC
                                             Group
</TABLE>



                                      -17-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by   )/s/ Clinton Carey
its authorised officer:                     )...................................
                                              Director

                                              Clinton Carey
                                              ..................................
                                              (Print) Full Name



SIGNED by EDWARD WELLS DALE                 )
in the presence of:                         )



/s/ Robert John Somerville                 /s/ Edward Wells Dale
.......................................     .....................................
Signature of Witness                       Signature of EDWARD WELLS DALE

Robert John Somerville                     69 Ardmillan Road, Moonee Ponds
.......................................     .....................................
(Print) Name of Witness                    Address























                                      -18-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>thirtydccareyexagr.txt
<TEXT>














                                  EXHIBIT 10.2
            EMPLOYMENT AGREEMENT - CLINTON CAREY, DATED JUNE 19, 2009
<PAGE>









EXECUTIVE SERVICES AGREEMENT







30DC, INC.


and


CLINTON CHARLES CAREY












Level 14
Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656

WWW.HWLEBSWORTH.COM.AU













<PAGE>
<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS


<S>      <C>                                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION......................................................................1

         1.1      DEFINITIONS................................................................................1
         1.2      INTERPRETATION.............................................................................2

2.       ENGAGEMENT AND PLACE OF WORK........................................................................3

         2.1      ENGAGEMENT.................................................................................3
         2.2      PRINCIPAL PLACE OF WORK....................................................................4

3.       COMMENCEMENT........................................................................................4

4.       REMUNERATION AND REVIEW.............................................................................4

         4.1      REMUNERATION...............................................................................4
         4.2      PERFORMANCE BONUS..........................................................................4
         4.3      REVIEW.....................................................................................4

5.       EXPENSES AND OTHER ENTITLEMENTS.....................................................................5

         5.1      EXPENSES...................................................................................5
         5.2      OTHER ENTITLEMENTS.........................................................................5
         5.3      ENTITLEMENT OF THE EXECUTIVE ON THE OCCURRENCE OF A TAKEOVER EVENT OR TRADE SALE...........5

6.       RESPONSIBILITIES AND DUTIES.........................................................................6

7.       LEAVE...............................................................................................7

         7.1      ANNUAL LEAVE...............................................................................7
         7.2      PAID PERSONAL/CARER'S LEAVE................................................................7
         7.3      PUBLIC HOLIDAYS............................................................................8
         7.4      UNPAID CARER'S LEAVE.......................................................................8
         7.5      UNPAID PARENTAL LEAVE......................................................................8
         7.6      COMPASSIONATE LEAVE........................................................................8
         7.7      LONG SERVICE LEAVE.........................................................................8
         7.8      DISCRETIONARY LEAVE........................................................................8
         7.9      ACCIDENT COMPENSATION LEAVE................................................................9

8.       POLICIES AND PROCEDURES.............................................................................9

9.       INTELLECTUAL PROPERTY...............................................................................9

10.      CONFIDENTIALITY....................................................................................10

11.      CONFLICT OF INTEREST...............................................................................10

12.      TERMINATION........................................................................................11

         12.1     RESTRICTION ON TERMINATION................................................................11
         12.2     BY THE COMPANY WITHOUT NOTICE.............................................................11
         12.3     BY THE COMPANY WITH NOTICE................................................................11
         12.4     BY THE EXECUTIVE WITH NOTICE..............................................................11
         12.5     CONSEQUENCES OF TERMINATION...............................................................12
         12.6     BOARD REACTION TO TERMINATION.............................................................12
         12.7     RETURN OF COMPANY PROPERTY................................................................12

<PAGE>

13.      REAPPOINTMENT......................................................................................13

         13.1     REAPPOINTMENT.............................................................................13
         13.2     FURTHER AGREEMENT.........................................................................13

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE.........................................................13

         14.1     DISPUTE...................................................................................13
         14.2     NOTICE OF DISPUTE.........................................................................13
         14.3     DISPUTE RESOLUTION........................................................................13

15.      NOTICES............................................................................................14

16.      GENERAL PROVISIONS.................................................................................15

         16.1     GOVERNING LAW.............................................................................15
         16.2     ENTIRE AGREEMENT..........................................................................15
         16.3     NO RELIANCE...............................................................................15
         16.4     NO WAIVER.................................................................................15
         16.5     SEVERABILITY..............................................................................15
         16.6     BINDING NATURE............................................................................15
         16.7     NO VARIATION..............................................................................15
         16.8     NO ASSIGNMENT.............................................................................15
         16.9     COUNTERPARTS..............................................................................15
         16.10    EXTENT THAT THE LAW PERMITS...............................................................16
         16.11    SPECIFIC PERFORMANCE......................................................................16
         16.12    CUMULATIVE RIGHTS.........................................................................16


SCHEDULE................................................................................................... 17
</TABLE>



<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


EXECUTIVE SERVICES AGREEMENT


DATE                       19 June 2009
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia


                                                                       (COMPANY)

                           CLINTON  CHARLES  CAREY  of Unit  1004,  1-19  Lennie
                           Avenue, Main Beach, Queensland, Australia


                                                                     (EXECUTIVE)


BACKGROUND
--------------------------

                           A.       The Company offers the Executive  employment
                                    on the terms and  conditions set out in this
                                    Agreement.

                           B.       The Executive  wishes to accept the offer of
                                    employment  on the  terms  set  out in  this
                                    Agreement.

--------------------------------------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP  means the  businesses  and  entities  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

                                      -1-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule;

         CONFIDENTIAL INFORMATION has the meaning given in clause 10(a);

         EMPLOYMENT means the employment of the Executive under this Agreement;

         EMPLOYMENT COST means the remuneration  package,  including the Salary,
         non salary  payments and benefits (for the avoidance of doubt this does
         not  include  performance-based  bonuses  referred  to in  clause  4.2)
         provided  to the  Executive  in  accordance  with  clauses  4 and 5 and
         includes  any  applicable  taxation  payable on the  components  of the
         remuneration  package  (whether  income  tax,  fringe  benefits  tax or
         otherwise), set out in Item 6 of the Schedule;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         SALARY means the amount set out in Item 5 of the Schedule; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Executive will:

         (a)      be employed by the Company in the position of Chief  Operating
                  Officer of the  Company,  and will  continue to be so employed
                  for the Term unless the  Employment  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      serve  the  Company  as Chief  Operating  Officer  under  this
                  Agreement  with  responsibility  for  planning,  directing and
                  controlling  the  operations of the Company and the 30DC Group
                  in  line  with  the  strategy  agreed  by  the  Board  and  in
                  accordance  with the  authority  delegated to him by the Board
                  from time to time. The Executive's key areas of responsibility
                  are set out in Item 4 of the Schedule to this Agreement;

                                      -3-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (c)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with his position; and

         (d)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Executive  shall perform
         the  Employment  at the  Principal  Place of Work or such  other  place
         nominated  by  him  provided  he is  able  to  perform  his  duties  as
         determined by the Board.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Executive will commence work on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the  Employment  Cost to the Executive as
                  remuneration for his services.

         (b)      The  Employment  Cost  will  comprise  the  Salary  and  other
                  entitlements  as set out in clause 5.2 and shall  otherwise be
                  adjusted in accordance with this Agreement.

         (c)      Subject to clause  4.1(d),  the Executive  will be entitled to
                  receive the Employment  Cost wholly by way of salary or partly
                  by way of salary and partly by way of such other  benefits  as
                  the Company may lawfully  provide to him, as the Executive may
                  elect  from  time to time  consistent  with the  policy of the
                  Company  on  such  matters,  provided  that  the  cost  to the
                  Company,  including any applicable  fringe  benefits tax, does
                  not exceed the Employment Cost.

         (d)      The  Salary  will be paid to the  Executive  by equal  monthly
                  instalments  on the  15th day of each  Month  or as  otherwise
                  agreed.

         (e)      The Executive's  remuneration including the Employment Cost is
                  compensation  to the Executive for all time worked or time off
                  in lieu of time worked, as such, the Executive is not entitled
                  to additional payment for Reasonable  Additional Hours worked,
                  or time off in lieu of Reasonable Additional Hours worked.

4.2      PERFORMANCE BONUS

         In addition to the  Employment  Cost,  the Board and the Executive will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 7 of the
         Schedule.

4.3      REVIEW

         (a)      The Executive's  remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Employment  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Executive,   the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Executive, the remuneration available in the workforce outside
                  the  30DC  Group  for  persons   with   responsibilities   and
                  experience  equivalent  to  those  of the  Executive  and  the
                  benefits  which have accrued and will accrue to the  Executive


                                      -4-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


                  under this  Agreement.  At each review the Employment Cost may
                  be increased by such amount as the Board may determine and any
                  such increase  will take effect on the date  determined by the
                  Board.

         (b)      The  Executive  may, at any time in writing,  request that the
                  Employment  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Employment  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Employment  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Employment Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements  provided to the Executive arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Executive  to  alter  the  terms  of the
                  Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      EXPENSES

         The Company will  reimburse the Executive for all  reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred  by him in the  performance  of his duties
         provided that the  Executive  must produce to the Chairman such records
         and receipts  verifying  those  expenses as the Chairman may reasonably
         request in  accordance  with the  Company's  policy in this regard from
         time to time.

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way,  the  Executive  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the  Executive in the  performance  of his duties  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE EXECUTIVE ON THE  OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                                      -5-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company, during the Term.

         (b)      Notwithstanding the provisions of clause 12.1, if a Trade Sale
                  or a Takeover  Event  occurs and the  Executive is required to
                  resign as Chief  Operating  Officer  of the  Company  and this
                  Agreement is effectively  terminated,  then in addition to any
                  other entitlements due to the Executive in accordance with the
                  terms of this Agreement, the Executive will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that, if the Employment  had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Executive  because  of  the
                           Employment continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Salary.

6.       RESPONSIBILITIES AND DUTIES
--------------------------------------------------------------------------------

         (a)      During the course of the Employment, the Executive:

                  (i)      will  carry  out  the  duties   appropriate   to  his
                           appointment  as  Chief  Operating  Officer  and in so
                           doing he must use his best  endeavours to further the
                           prosperity  and enhance the reputation of the Company
                           and the 30DC  Group and must  comply  with all lawful
                           orders and instructions given to him by the Board;

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Executive  from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause; and

                  (iii)    may,  with the prior  written  consent  of the Board,
                           accept   appointments   as  a   director   of   other
                           corporations  and to the  boards  of  committees  and
                           charities and devote such time as may be necessary to
                           these  activities  on such  terms  as the  Board  may
                           agree.

         (b)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Employment
                  the Executive  must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably necessary to his duties and responsibilities and to
                  the business of the 30DC Group.

         (c)      The Executive acknowledges that:

                  (i)      the  Employment  Cost  includes a  provision  for the
                           Reasonable  Additional  Hours which the Executive may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

                                      -6-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (d)      The Executive  must  undertake such travel during the
                           course  of  the   Employment   as  the   Company  may
                           reasonably require from time to time.

                  (e)      In addition  to the above  provisions  the  Executive
                           must:

                           (i)      carry   out  all   lawful   and   reasonable
                                    instructions  given to the  Executive by the
                                    Board in relation to the Employment;

                           (ii)     serve  the   Company   and  the  30DC  Group
                                    faithfully,  efficiently  and diligently and
                                    exercise  all  due  care  and  skill  in the
                                    performance of the Executive's duties;

                           (iii)    refrain from acting or giving the appearance
                                    of acting  contrary to the  interests of the
                                    Company and the 30DC Group;

                           (iv)     not  solicit  or  attempt  to  persuade  any
                                    clients of the Company and the 30DC Group to
                                    use the services of any other business;

                           (v)      keep  confidential  all raw data  and  trade
                                    secrets the  Executive  acquires  during the
                                    Employment  with  the  Company  and the 30DC
                                    Group,    including   techniques,    product
                                    information,  client  lists  and  any  other
                                    information  which  is  confidential  to the
                                    Company and the 30DC Group; and

                           (vi)     carry  out  any  other   duties   reasonably
                                    required  by the  Company and the 30DC Group
                                    to the best of the  Executive's  skills  and
                                    abilities.

         (f)      Where appropriate,  the Executive may be required to undertake
                  training as arranged by the Company and the 30DC Group for the
                  acquisition  of a broader range of skills and  competence  and
                  the better performance of the Executive's duties.

         (g)      Each of the Company and the  Executive  will act towards  each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       LEAVE
--------------------------------------------------------------------------------

7.1      ANNUAL LEAVE

         (a)      The Executive  shall be entitled to 20 working days'  holidays
                  in each  calendar  year (in  addition  to the usual  public or
                  statutory  holidays)  to be  taken  at such  times as shall be
                  agreed between the Executive and the Company.

         (b)      Annual leave accrues every four weeks on a pro-rata  basis and
                  is cumulative.

7.2      PAID PERSONAL/CARER'S LEAVE

         (a)      The Executive is entitled to:

                  (i)      accrue an amount of paid personal/carer's  leave, for
                           each completed four-week period of continuous service
                           with the Company, of 1/13 of 20 days of paid personal
                           leave; and

                  (ii)     take an amount of paid personal/carer's  leave if the
                           amount of leave is accrued.

         (b)      Paid  personal  leave  accrues  on a  pro-rata  basis  and  is
                  cumulative.

         (c)      In relation to the accrual in clause 7.2(a)(i),  the Executive
                  will   accrue   this  leave  at  the  rate  of  20  days  paid
                  personal/carer's leave per annum.

                                      -7-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      To be  entitled  to paid  personal  leave  during a period the
                  Executive must:

                  (i)      give the  Company  notice that the  Executive  is (or
                           will be) absent from the Employment during the period
                           because of the Executive's illness or the Executive's
                           injury,  or to care for a member  of the  Executive's
                           immediate  family or  household.  The notice  must be
                           given   to  the   Company   as  soon  as   reasonably
                           practicable; and

                  (ii)     for  periods  of paid  personal/carer's  leave of two
                           days or  more,  provide  the  Company  with  either a
                           medical   certificate   from  a   registered   health
                           practitioner,  or if it is not reasonably practicable
                           for the  Executive  to give  the  Company  a  medical
                           certificate,  a  statutory  declaration  made  by the
                           Executive.

         (e)      If at the time the  Employment  ends the Executive has untaken
                  accrued paid personal leave,  the Executive is not entitled to
                  any payment in respect of that untaken leave.

7.3      PUBLIC HOLIDAYS

         The Executive is entitled to public holidays prescribed by the State of
         Delaware, United States of America and Australia.

7.4      UNPAID CARER'S LEAVE

         (a)      The  Executive  is  entitled  to a period  of up to two  days'
                  unpaid  carer's  leave for each  occasion when a member of the
                  Executive's  immediate  family, or a member of the Executive's
                  household, requires care or support because of:

                  (i)      a personal illness, or injury, of the member; or

                  (ii)     an unexpected emergency affecting the member.

         (b)      Notice of unpaid carer's leave must be given to the Company as
                  soon as reasonably practicable.

7.5      UNPAID PARENTAL LEAVE

         The Executive is entitled to unpaid  parental leave in accordance  with
         the provisions of the laws of the State of Delaware.

7.6      COMPASSIONATE LEAVE

         (a)      The  Executive  is  entitled  to two days' paid leave for each
                  permissible occasion.

         (b)      A permissible occasion is the death, serious injury or serious
                  illness of the Executive's immediate family or a member of the
                  Executive's household.

         (c)      Notice of compassionate  leave must be given to the Company as
                  soon as reasonably practicable.

7.7      LONG SERVICE LEAVE

         The  Executive is entitled to long  service  leave in  accordance  with
         applicable legislation.

7.8      DISCRETIONARY LEAVE

         All leave in addition to the leave entitlements outlined in this clause
         is at the  discretion of the Company,  including as to whether any such
         additional leave, if any, is paid or unpaid.

                                      -8-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

7.9      ACCIDENT COMPENSATION LEAVE

         (a)      In the  event  of a  claim  for  accident  compensation  being
                  brought by the Executive, the Company shall pay the difference
                  between compensation  benefits available under the appropriate
                  State and/or Federal  legislation and the Salary for a maximum
                  period of 52 weeks.  The Executive  may utilise  accrued leave
                  credits for absences beyond the period for which  compensation
                  is made.  Leave without pay may be granted where  entitlements
                  to paid leave have been exhausted.

         (b)      Payments made under clause 7.9(a) shall cease on the date:

                  (i)      on which the Executive is fit to resume duty;

                  (ii)     that the Executive receives a disability benefit from
                           a retirement plan; or

                  (iii)    on which a lump sum redemption is received, whichever
                           comes first.

         (c)      The Executive is obliged to refund any make-up pay received if
                  the Executive receives a settlement sum in a civil claim which
                  specifically compensates the Executive for make-up payments.

8.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  employment  best  practice,  will from time to time  introduce
                  policies  and   procedures   with  respect  to,  for  example,
                  workplace  surveillance  (including email and internet usage),
                  anti-discrimination,    equal   employment   opportunity   and
                  occupational health and safety.

         (b)      The  Executive  agrees to read and become  familiar  with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  and  procedures  do not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Employment with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Executive may include warning, suspension or termination.

9.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created  by the  Executive  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Employment,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation,  and the Executive will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Executive and the Company.

         (b)      Notwithstanding  clause 9(a), and to the extent possible,  the
                  Executive  shall  assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Executive using the Company's resources, on the
                  Company's premises or in the course of the Employment.

         (c)      The assignment in clause 9(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                                      -9-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (iii)    effective   without  any   further   payment  to  the
                           Executive, whether by way of royalty or otherwise, in
                           consideration for the assignment.

         (d)      The Executive  must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Executive  gives  consent to the  Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Employment,   which  would  otherwise  be  an
                  infringement of the  Executive's  moral rights in the relevant
                  work.

10.      CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Employment  and at all times after the  termination
                  of the Employment, the Executive must not, except:

                  (i)      in the proper course of his duties;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Chairman,
                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of  the  Executive  prior  to the
                  Employment  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

         (b)      The Executive must not use or attempt to use the  Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Employment,  the  Executive  must  use  his  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The  provisions of clauses  10(a) and 10(b) of this  Agreement
                  will  continue to apply after  termination  of the  Employment
                  without limitation in point of time but will cease to apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by  the  Executive  of  this
                  Agreement.

         (e)      Since any breach of the provisions of clauses 10(a), 10(b) and
                  10(c)  of  this  Agreement  may  diminish  the  value  of  the
                  Confidential Information,  the Executive acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Executive also acknowledges that the Company and
                  the 30DC Group will also be entitled to money damages.

11.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Executive  must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may conflict  with the conduct of his
                  duties or  responsibilities  under this  Agreement or with the
                  business of the Company and the 30DC Group.

                                      -10-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (b)      The  Executive  may,  with the prior  written  consent  of the
                  Board, engage in activities outside the Employment where:

                  (i)      the  Executive's  involvement in such activities does
                           not affect the performance of his official duties;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

12.      TERMINATION
--------------------------------------------------------------------------------

12.1     RESTRICTION ON TERMINATION

         Subject to the  provisions of clauses  5.3(b) and 12.2,  this Agreement
         may not be  terminated  by  either  party  during  the 18 Month  period
         commencing on the Commencement Date.

12.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Employment  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice effective  forthwith and without payment of any salary,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Executive:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing  his  duties  under this  Agreement  for a
                           period of not less than three  consecutive  Months or
                           any periods aggregating not less than three Months in
                           any period of 12 Months;

                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable opinion of the Board brings the Executive,
                           the Company or the 30DC Group into serious disrepute;

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors; or

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health.

12.3     BY THE COMPANY WITH NOTICE

         Subject to clause 12.1, the Company may terminate the Employment at any
         time by giving six Months' notice in writing to the Executive.

12.4     BY THE EXECUTIVE WITH NOTICE

         Subject to clause 12.1,  the Executive may terminate the  Employment by
         giving six Months'  notice in writing to the Company.  If the Executive
         does not give the  required  period  of  notice  then the  Company  may
         withhold  money  equivalent  to the  Executive's  remuneration  for the
         shortfall in the required period of notice, on the basis that amount be


                                      -11-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         forfeited by the Executive to the Company.

12.5     CONSEQUENCES OF TERMINATION

         Where either the Executive or the Company  gives notice of  termination
         of the  Employment,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do any of
         (a), (b) or (c) below:

         (a)      pay the  Executive  a lump sum  equal to at least the total of
                  all amounts that, if the  Employment  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Executive   because  of  the
                  Employment continuing during that period. If the Company makes
                  that payment then the  Employment  terminates on tender by the
                  Company to the Executive of that lump sum;

         (b)      require the  Executive to not attend for work (for the balance
                  of the period of the notice); or

         (c)      require  the  Executive  to  continue to attend for work or to
                  work from another  place (for the balance of the period of the
                  notice) but to perform  duties that are different to those the
                  Executive  were  required  to  perform  at  times  during  the
                  Employment,  providing the Executive has the necessary  skills
                  and competencies to perform those duties.

12.6     BOARD REACTION TO TERMINATION

         If at any time  either  the  Company or the  Executive  gives the other
         notice of termination of the Employment,  the Board will immediately be
         entitled to:

         (a)      require  the  Executive  to  resign  from  his  position.  The
                  Executive  irrevocably  appoints the company  secretary of the
                  Company as his  attorney  to provide  his  resignation  on his
                  behalf;

         (b)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Executive,  the  duties and  responsibilities  that were being
                  carried  out by the  Executive  immediately  prior to the date
                  upon which any such notice of termination is given; and

         (c)      require the  Executive  to assist any person  appointed as his
                  successor  to carry out the  duties  and  responsibilities  of
                  Chief  Operating  Officer  and to  perform  all such tasks and
                  provide all such  assistance to the successor as the Board may
                  deem necessary and for such period within the six Month period
                  of  notice as the Board  may  determine  to ensure an  orderly
                  handover of the Executive's duties and responsibilities to the
                  successor.

12.7     RETURN OF COMPANY PROPERTY

         The Executive  expressly  covenants that he shall  immediately upon the
         termination   of  the   Employment   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in his
         possession  or under his control  and the  Executive  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -12-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


13.      Reappointment
--------------------------------------------------------------------------------

13.1     REAPPOINTMENT

         Subject to clause 13.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Executive  shall  confer  with  the  view to
                  reaching  agreement  as to  whether  the  Executive  shall  be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of  the  Term  of  their  decision  regarding
                  re-appointment pursuant to clause 13.1(a).

13.2     FURTHER AGREEMENT

         Upon  agreement  in  relation to  re-appointment  of the  Executive  in
         accordance with this clause 13:

         (a)      the Executive  shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the  continued  service of the  Executive  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new agreement.

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

14.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 14,  except  where a party seeks  urgent  interlocutory
         relief.

14.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

14.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such  technique,  the parties  must mediate the Dispute in
                  accordance  with the mediation rules of the State of Delaware,
                  United  States of America and the mediator will be selected by
                  the  Superior  Court of  Delaware  from the  Superior  Court's
                  Mediator's List.

                                      -13-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


15.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 15(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  15(g),  a party  must  address a notice as
                  follows:

         If to the Executive:

                   Address:            Unit 1004, 1- 19 Lennie Avenue
                                       Main Beach, Queensland 4217
                                       Australia
                   Email:              CLINTONCAREY@OZEMAIL.COM.AU
                   Attention:          Clinton Carey


         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              RANDALL.EWENS@CORPORATELOGIC.COM.AU
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

                                      -14-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  15,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

16.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

16.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware.

16.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

16.3     NO RELIANCE

         The  Executive  acknowledges  that the  Executive has entered into this
         Agreement without relying on any representation by the Company.

16.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

16.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

16.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

16.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

16.8     NO ASSIGNMENT

         The Executive may not without the prior written  consent of the Company
         assign or encumber all or any part of his rights  under this  Agreement
         or attempt or purport to allow another person to assume the Executive's
         obligations under this Agreement.

16.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

                                      -15-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

16.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

16.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

16.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.

























                                      -16-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                 SCHEDULE

<S>                                 <C>

ITEM 1                              June 2009
Commencement Date

ITEM 2                              The period of three years from the Commencement Date
Term

ITEM 3                              Unit 1004, 1-19 Lennie Avenue, Main Beach, Queensland, 4217 Australia
Principal Place of Work

ITEM 4                              The Executive's key areas of responsibility will include:
Key areas of responsibility
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Company and the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Company,  the 30DC  Group and  associated  entities  to aid the
                                             profitable operation of the Company and the 30DC Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading and managing the  day-to-day  operations  of the Company any
                                             other related work that shall reasonably be requested by the Board.

ITEM 5                              US$200,000
Salary

ITEM 6                              US$200,000 + US$                  =
Employment Cost                     US$

                                    1.       If the  revenue  of the 30DC  Group  in any  year of the  Employment
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Executive  that  number  of  shares  in  the  Company
                                             comprising 50% of the Salary.

                                    2.       The   Executive   will be  entitled   to  participate  in any senior
                                             executive stock  option  plan  adopted by the Company on listing  on
                                             the OTC Bulletin Board.

                                    3.       The Executive  will be entitled to other such benefits and incentive
                                             payments,  as may be deemed  appropriate by the Company and the 30DC
                                             Group.
</TABLE>



                                      -17-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by   )/s/ Edward Dale
its authorised officer:                     )...................................
                                              Director

                                             Edward Dale
                                             ...................................
                                              (Print) Full Name



SIGNED by CLINTON CHARLES CAREY             )
in the presence of:                         )



/s/Paul Stephenson                         /s/ Clinton Charles Carey
.......................................     .....................................
Signature of Witness                       Signature of CLINTON CHARLES CAREY

Paul Stephenson
.......................................     .....................................
(Print) Name of Witness                    Address























                                      -18-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>thirtydcraineconsultagr.txt
<TEXT>




















                                  EXHIBIT 10.3
             CONSULTANCY AGREEMENT - DAN RAINE, DATED JULY 15, 2009
<PAGE>



CONSULTANCY AGREEMENT





30DC, INC.


and


DAN RAINE


















Level 14
Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656
WWW.HWLEBSWORTH.COM.AU












<PAGE>


                                TABLE OF CONTENTS



1.       DEFINITIONS AND INTERPRETATION.......................................1

         1.1      DEFINITIONS.................................................1
         1.2      INTERPRETATION..............................................3

2.       ENGAGEMENT AND PLACE OF WORK.........................................4

         2.1      ENGAGEMENT..................................................4
         2.2      PRINCIPAL PLACE OF WORK.....................................4

3.       COMMENCEMENT.........................................................4

4.       REMUNERATION AND REVIEW..............................................4

         4.1      REMUNERATION................................................4
         4.2      TAX.........................................................5
         4.3      PERFORMANCE BONUS...........................................5
         4.4      REVIEW......................................................5

5.       EXPENSES AND OTHER ENTITLEMENTS......................................5

         5.1      REIMBURSEMENT OF EXPENSES...................................5
         5.2      OTHER ENTITLEMENTS..........................................6
         5.3      ENTITLEMENT OF THE CONSULTANT ON THE OCCURRENCE
                  OF A TAKEOVER EVENT OR TRADE SALE...........................6

6.       PERFORMANCE OF SERVICES..............................................6

7.       POLICIES AND PROCEDURES..............................................7

8.       INTELLECTUAL PROPERTY................................................8

9.       CONFIDENTIALITY......................................................8

10.      CONFLICT OF INTEREST.................................................9

11.      TERMINATION..........................................................9

         11.1     RESTRICTION ON TERMINATION..................................9
         11.2     BY THE COMPANY WITHOUT NOTICE...............................9
         11.3     BY THE COMPANY WITH NOTICE.................................10
         11.4     BY THE CONSULTANT WITH NOTICE..............................10
         11.5     CONSEQUENCES OF TERMINATION................................10
         11.6     BOARD REACTION TO TERMINATION..............................10
         11.7     RETURN OF COMPANY PROPERTY.................................11

12.      REAPPOINTMENT.......................................................11

         12.1     REAPPOINTMENT..............................................11
         12.2     FURTHER AGREEMENT..........................................11
<PAGE>

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE..........................11

         13.1     DISPUTE....................................................11
         13.2     NOTICE OF DISPUTE..........................................11
         13.3     DISPUTE RESOLUTION.........................................12

14.      NOTICES.............................................................12

15.      GENERAL PROVISIONS..................................................13

         15.1     GOVERNING LAW..............................................13
         15.2     ENTIRE AGREEMENT...........................................13
         15.3     NO PARTNERSHIP OR EMPLOYMENT...............................13
         15.4     COSTS AND DUTY.............................................13
         15.5     NO RELIANCE................................................14
         15.6     NO WAIVER..................................................14
         15.7     SEVERABILITY...............................................14
         15.8     BINDING NATURE.............................................14
         15.9     NO VARIATION...............................................14
         15.10    NO ASSIGNMENT..............................................14
         15.11    COUNTERPARTS...............................................14
         15.12    EXTENT THAT THE LAW PERMITS................................14
         15.13    SPECIFIC PERFORMANCE.......................................14
         15.14    CUMULATIVE RIGHTS..........................................14

SCHEDULE.................................................................... 15





<PAGE>
CONSULTANCY AGREEMENT


DATE
--------------------------

PARTIES
--------------------------

                              30DC,  INC. of 69 Ardmillan  Road,  Moonee  Ponds,
                              Victoria, Australia


                                                                       (COMPANY)

                              DAN RAINE of 7 Norman Road, Runcorn, Cheshire, WA7
                              SPE, United Kingdom


                                                                    (CONSULTANT)


BACKGROUND
--------------------------

               A.             The Company proposes to acquire the Immediate Edge
                              Business from the  Consultant  in accordance  with
                              the terms and  conditions  of the  Immediate  Edge
                              Business and Assets Acquisition Agreement.

               B.             The  Company  wishes to engage the  Consultant  to
                              provide his skill and knowledge for the benefit of
                              the Company in connection  with the Immediate Edge
                              Business and the 30DC Group.

                              The  Consultant  accepts the Engagement and agrees
                              to make the  Services  available to the Company on
                              the   terms  and   conditions   set  out  in  this
                              Agreement.
--------------------------------------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP  means the  businesses  and  entities  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;


                                      -1-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in England;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Consultant under this Agreement;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" and "Pop the Top", to be acquired by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business  in  internet  marketing  and small  business  start up, to be
         acquired and  operated by the Company  pursuant to the  Immediate  Edge
         Business and Assets Acquisition Agreement;

         IMMEDIATE  EDGE  BUSINESS AND ASSETS  ACQUISITION  AGREEMENT  means the
         business and assets  acquisition  agreement  between the Consultant and
         the Company to be entered  into on or about the date of this  Agreement
         pursuant to which the Company will acquire the Immediate  Edge Business
         from the Consultant;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         REMUNERATION  means the  remuneration  package,  including  the Service
         Fees,  non fee payments and benefits  (for the  avoidance of doubt this
         does not include  performance-based  bonuses referred to in clause 4.2)
         provided to the Consultant in accordance with clause 4, set out in Item
         6 of the Schedule;

         SERVICE FEES means the service fees set out in Item 5 of the Schedule;

         SERVICES  means the services  provided by the Consultant to the Company
         in accordance  with the terms of this  Agreement,  details of which are
         set out in Item 4 of the Schedule to this Agreement; and

                                      -2-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in England;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.


                                      -3-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Company engages the Consultant to:

         (a)      provide the Services to the Company and the 30DC Group for the
                  Term unless the  Engagement  is  terminated by either party in
                  accordance with the terms of this Agreement;

         (b)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with the Services; and

         (c)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Consultant shall perform
         the  Services  at the  Principal  Place  of Work or  such  other  place
         nominated  by him  provided  he is  able to  perform  the  Services  as
         determined by the Board.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Consultant will commence work on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the  Remuneration  to the  Consultant  as
                  remuneration for his services.

         (b)      The  Remuneration  will  comprise  the Service  Fees and other
                  entitlements  as set out in Item 6 of the  Schedule  and shall
                  otherwise be adjusted in accordance with this Agreement.

         (c)      Subject to clause 4.1(d),  the Consultant  will be entitled to
                  receive  the  Remuneration  wholly by way of  service  fees or
                  partly by way of service  fees and partly by way of such other
                  benefits as the Company  may  lawfully  provide to him, as the
                  Consultant  may elect  from time to time  consistent  with the
                  policy of the Company on such matters,  provided that the cost
                  to the Company,  including any applicable tax, does not exceed
                  the Remuneration.

         (d)      The  Service  Fees will be paid to the  Consultant  monthly in
                  arrears, on or before the 15th day of each Month following the
                  Month for which the payment is made, apportioned, if necessary
                  on a daily basis,  or as otherwise  agreed between the parties
                  in writing.

         (e)      The  Remuneration is  consideration  to the Consultant for all
                  time worked or time off in lieu of time worked,  as such,  the
                  Consultant   is  not  entitled  to   additional   payment  for
                  Reasonable  Additional  Hours  worked,  or time off in lieu of
                  Reasonable Additional Hours worked.

                                      -4-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


4.2      TAX

         (a)      Where the  Consultant is a bona fide  self-employed  person he
                  shall be solely responsible for making all his own returns and
                  deductions  with  regard  to tax  and  national  insurance  in
                  respect  of the  Remuneration  and the  Consultant  agrees  to
                  indemnify  the  Company in respect of any and all claims  that
                  may be made by the relevant authorities against the Company in
                  respect of tax and national insurance.

         (b)      Where the Consultant is not a bona fide self-employed  person,
                  invoices  should  quote the  Consultant's  national  insurance
                  number. In this instance national  insurance and income tax at
                  standard  rates will be deducted by the Company before payment
                  is made.  If the  Consultant's  personal tax liability is at a
                  higher   rate  then  he  must   notify  the   Inland   Revenue
                  accordingly.

4.3      PERFORMANCE BONUS

         In  addition to the  Remuneration,  the Board and the  Consultant  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 7 of the
         Schedule.

4.4      REVIEW

         (a)      The  Remuneration  will be  subject  to  annual  review by the
                  Board.  At each  review,  the  Remuneration  will be  reviewed
                  having regard to such matters as the  responsibilities  of the
                  Consultant,  the  performance  of the Immediate Edge Business,
                  the  performance  of  the  Company,  the  performance  of  the
                  Consultant,  the remuneration available outside the 30DC Group
                  for persons with responsibilities and experience equivalent to
                  those of the  Consultant and who provide  services  similar to
                  the  Services  and the  benefits  which have  accrued and will
                  accrue to the Consultant under this Agreement.  At each review
                  the  Remuneration may be increased by such amount as the Board
                  may  determine  and any such  increase will take effect on the
                  date determined by the Board.

         (b)      The Consultant  may, at any time in writing,  request that the
                  Remuneration   be  varied.   The  Company  may  after  a  full
                  investigation  into performance  agree to the variation of the
                  Remuneration  and the terms of this Agreement shall be altered
                  accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation  of  the  Remuneration.  However,  it  shall  not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the  Remuneration.  (d) In the event that there is a change in
                  the cost of the other entitlements  provided to the Consultant
                  arising from any cause whatsoever,  the Company shall have the
                  right after  notification to the Consultant to alter the terms
                  of the Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      REIMBURSEMENT OF EXPENSES

         The Company will reimburse the  Consultant for all reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred by him in the  provision  of the  Services
         provided that the Consultant  must produce to the Chairman such records
         and receipts  verifying  those  expenses as the Chairman may reasonably
         request in  accordance  with the  Company's  policy in this regard from
         time to time.

                                      -5-
<PAGE>

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way, the  Consultant  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the Consultant in the performance of the Services  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE CONSULTANT ON THE OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company,

                          during the Term.

         (b)      Notwithstanding the provisions of clause 11.1, if a Trade Sale
                  or a Takeover  Event occurs and this  Agreement is effectively
                  terminated,  then in addition to any other entitlements due to
                  the Consultant in accordance with the terms of this Agreement,
                  the Consultant will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that,  if the  Agreement had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Consultant  because  of the
                           Agreement continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Service Fees.

6.       PERFORMANCE OF SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Consultant:

                  (i)      will carry out the  Services  to his best  reasonable
                           skill  and  ability  and in so  doing he must use his
                           best endeavours to further the prosperity and enhance
                           the  reputation of the Company and the 30DC Group and
                           must comply with all lawful  orders and  instructions
                           given to him by the Board; and

                                      -6-
<PAGE>

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Consultant from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Engagement
                  the Consultant must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably  necessary to the  provision of the Services and to
                  the business of the 30DC Group.

         (c)      The Consultant acknowledges that:

                  (i)      the   Remuneration   includes  a  provision  for  the
                           Reasonable  Additional Hours which the Consultant may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

         (d)      The Consultant must undertake such travel during the course of
                  the Engagement as the Company may reasonably require from time
                  to time.

         (e)      In addition to the above provisions the Consultant must:

                  (i)      carry  out all  lawful  and  reasonable  instructions
                           given to the  Consultant  by the Board in relation to
                           the Services;

                  (ii)     serve  the  Company  and the 30DC  Group  faithfully,
                           efficiently  and diligently and exercise all due care
                           and skill in the performance of the Services;

                  (iii)    refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iv)     not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business;

                  (v)      keep  confidential all raw data and trade secrets the
                           Consultant  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group; and

                  (vi)     carry out any other duties reasonably required by the
                           Company  and  the  30DC  Group  to  the  best  of the
                           Consultant's skills and abilities.

         (f)      Each of the Company and the  Consultant  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The  Company,  in order to comply  with its legal  obligations
                  best practice,  will from time to time introduce  policies and
                  procedures   with   respect   to,   for   example,   workplace
                  surveillance    (including    email   and   internet   usage),
                  anti-discrimination,    equal   employment   opportunity   and
                  occupational health and safety.

                                      -7-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The  Consultant  agrees to read and become  familiar with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  and  procedures  do not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Consultant may include warning or termination.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created by the  Consultant  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Engagement,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation, and the Consultant will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Consultant and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Consultant  shall assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Consultant  using the Company's  resources,  on
                  the Company's premises or in the course of the Engagement.

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Consultant,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Consultant must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Consultant  gives  consent to the Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Engagement,   which  would  otherwise  be  an
                  infringement of the Consultant's  moral rights in the relevant
                  work.

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Consultant must not, except:

                  (i)      in the proper course of his duties;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Consultant  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

                                      -8-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The Consultant must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During the Term, the Consultant  must use his best  endeavours
                  to  prevent  the   unauthorised   disclosure  of  any  of  the
                  Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Consultant  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Consultant acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Consultant  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Consultant must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest that may conflict with the provision of the
                  Services  and the  conduct of his  duties or  responsibilities
                  under this  Agreement  or with the business of the Company and
                  the 30DC Group.

         (b)      The  Consultant  may,  with the prior  written  consent of the
                  Board, engage in activities outside the Engagement where:

                  (i)      the Consultant's  involvement in such activities does
                           not affect the provision of the Services;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 24 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where the Board decides to terminate the Agreement for reasons
                  specified  in  this  clause,  it  may do so by  giving  notice
                  effective   forthwith   and  without   payment  of  any  fees,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Consultant:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing the Services for a period of not less than
                           three consecutive  Months or any periods  aggregating
                           not  less  than  three  Months  in any  period  of 12
                           Months;

                                      -9-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Consultant,  the  Company  or  the  30DC  Group  into
                           serious disrepute;

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors;

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health; or

                  (vii)    fails to carry out any  provision  of this  Agreement
                           (the  onus of proof of  which,  upon the  balance  of
                           probabilities,  will rest with the  Company) and does
                           not  remedy  that  failure  within  seven  days after
                           written notice to the  Consultant  requiring it to be
                           remedied.

11.3     BY THE COMPANY WITH NOTICE

         Subject to clause 11.1,  the Company may terminate the Agreement at any
         time by giving six Months' notice in writing to the Consultant.

11.4     BY THE CONSULTANT WITH NOTICE

         Subject to clause 11.1,  the  Consultant may terminate the Agreement at
         any time by giving six Months' notice in writing to the Company. If the
         Consultant does not give the required period of notice then the Company
         may withhold money  equivalent to the Remuneration for the shortfall in
         the required period of notice, on the basis that amount be forfeited by
         the Consultant to the Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Consultant or the Company gives notice of termination
         of the Agreement, on the date that notice is given or at any time after
         that  during the  currency  of the  notice,  the  Company  will pay the
         Consultant a lump sum equal to at least the total of all amounts  that,
         if the Engagement had continued until the end of the required period of
         notice,  the Company would have become liable to pay to the  Consultant
         because of the Engagement continuing during that period. If the Company
         makes  that  payment  then the  Agreement  terminates  on tender by the
         Company to the Consultant of that lump sum.

11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Consultant  gives the other
         notice of termination of the Agreement,  the Board will  immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Consultant, the performance of the Services and the duties and
                  responsibilities that were being carried out by the Consultant
                  immediately  prior to the date upon  which any such  notice of
                  termination is given; and

         (b)      require the  Consultant to assist any person  appointed as his
                  successor  to perform  the  Services  and to perform  all such
                  tasks and provide all such  assistance to the successor as the
                  Board may deem  necessary  and for such period  within the six
                  Month period of notice as the Board may determine to ensure an
                  orderly    handover   of   the    Consultant's    duties   and
                  responsibilities to the successor.

11.7     RETURN OF COMPANY PROPERTY

         The Consultant  expressly  covenants that he shall immediately upon the
         termination   of  the   Agreement   deliver  up  to  the   Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in his
         possession  or under his control and the  Consultant  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -10-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


12.      REAPPOINTMENT
--------------------------------------------------------------------------------

12.1     REAPPOINTMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Consultant  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Consultant  shall be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of  the  Term  of  their  decision  regarding
                  re-appointment pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         Upon  agreement  in relation to  re-appointment  of the  Consultant  in
         accordance with this clause 12:

         (a)      the Consultant shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the continued  service of the  Consultant  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new agreement.

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

                                      -11-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

         the parties must mediate the Dispute in  accordance  with the mediation
         rules of English law and the  mediator  will be selected by the English
         courts.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Consultant:

                   Address:            Dan Raine
                                       7 Norman Road
                                       Runcorn, Cheshire WA7 SPE
                                       United Kingdom
                   Email:              DAN@WURANGA.COM
                   Attention:          Dan Raine


                                      -12-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------



         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              RANDALL.EWENS@CORPORATELOGIC.COM.AU
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This Agreement is governed by the laws of England and the parties agree
         to submit to the non-exclusive jurisdiction of the English courts.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO PARTNERSHIP OR EMPLOYMENT

         (a)      Nothing in this  Agreement is intended to create a partnership
                  between the Consultant and the Company.

         (b)      This  Agreement  does  not  constitute  the   relationship  of
                  employee and employer between the Consultant and the Company.

15.4     COSTS AND DUTY

         (a)      The Company will pay the costs connected with the negotiation,
                  preparation and execution of this Agreement.

         (b)      The  Company  must pay all  stamp  duty and  other  government
                  imposts  payable in  connection  with this  Agreement  and all
                  other documents and matters referred to in this Agreement when
                  due.

                                      -13-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


15.5     NO RELIANCE

         The Consultant  acknowledges  that the Consultant has entered into this
         Agreement without relying on any representation by the Company.

15.6     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.7     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

15.8     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.9     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.10    NO ASSIGNMENT

         The Consultant may not without the prior written consent of the Company
         assign or encumber all or any part of his rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   person  to  assume  the
         Consultant's obligations under this Agreement.

15.11    COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.12    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.13    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.14    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.



                                      -14-

<PAGE>
<TABLE>
<CAPTION>

CONSULTANCY AGREEMENT                                                                                 HWL EBSWORTH
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>

                                               SCHEDULE


ITEM 1                              June 2009
Commencement Date

ITEM 2                              The period of three years from the Commencement Date
Term

ITEM 3                              7 Norman Road, Runcorn, Cheshire WA7 SPE, United Kingdom
Principal Place of Work

ITEM 4                              The services provided by the Consultant will include:
Services
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Immediate Edge Business,  the Company and the rest of
                                             the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Immediate  Edge  Business,  the  Company,  the rest of the 30DC
                                             Group and  associated  entities to aid the  profitable  operation of
                                             the Immediate  Edge  Business,  the Company and the rest of the 30DC
                                             Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading and  managing the  day-to-day  operations  of the  Immediate
                                             Edge  Business as the Company may direct and any other  related work
                                             that shall reasonably be requested by the Board.



ITEM 5                              US$
Service Fees

ITEM 6                              US$250,000  + US$   + US$   =
Remuneration                        US$

                                    1.       If the  revenue  of the  30DC  Group  in any  year of the  Agreement
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Consultant  that  number  of  shares  in the  Company
                                             comprising 50% of the Service Fees.

                                    2.       The  Consultant  will  be  entitled  to  participate  in any  senior
                                             executive  stock  option  plan adopted  by the Company on listing on
                                             the OTC Bulletin Board.

                                    3.       The  Consultant   will  be  entitled  to  other  such  benefits  and
                                             incentive payments,  as may be deemed appropriate by the Company and
                                             the 30DC Group
</TABLE>

<PAGE>



EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )

/s/ Clinton Carey                               /s/ Edward Dale
..........................................       ................................
Secretary/Director                              Director

Clinton Carey                                   Edward Dale
..........................................       ................................
Name (please Print)                             Name (please Print)




SIGNED by DAN RAINE in the presence of:     )
                                            )



                                                /s/ Dan Raine
..........................................       ................................
Signature of Witness                            Signature of DAN RAINE

                                                7 Norman Road, Runcorn,
                                                Cheshire WA7 SPE, United Kingdom
..........................................       ................................
(Print) Name of Witness                         Address

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>7
<FILENAME>icglarry161.txt
<TEXT>


                                  EXHIBIT 16.1

Larry O'Donnell, CPA, P.C.
2228 South Fraser Street, Unit 1
Aurora, Colorado  80014
Telephone: (303) 745-4545
Fax: (303) 369-9384


September 21, 2010


Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549

Gentlemen:

We have read the statements made by Infinity Capital Group, Inc. (the "Company")
pursuant  to Item  4.01(a) of Form  8-K12g3,  as part of the Form  8-K12g3 to be
filed by the Company on or about  September  21, 2010 (copy  attached.) We agree
with the  statements  concerning our firm contained in the first sentence in the
first paragraph and the fourth and fifth  paragraphs  under Item 4.01(a) of such
Form 8-K12g3.  We have no basis to agree or disagree  with the  Company's  other
comments in the Form 8-K12g3.


Very Truly Yours,


/s/ Larry O'Donnell, CPA, P.C.
----------------------------------------
Larry O'Donnell, CPA, P.C.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>icglarry231.txt
<TEXT>



                                  EXHIBIT 23.1

Resignation of Larry O'Donnell, CPA, P.C.


September 21, 2010




Infinity Capital Group, Inc.
80 Broad Street, 5th Floor
New York, NY  10004
Ph:  (212) 962-4400


Dear Mr. Greenberg,

This is to confirm that the client-auditor relationship between Infinity Capital
Group, Inc.  (Commission File Number  000-30999) and Larry O'Donnell,  CPA, P.C.
has ceased.

Sincerely,

/s/ Larry O'Donnell, CPA, P.C.
----------------------------------------
  Larry O'Donnell, CPA, P.C.

cc: Office of the Chief Accountant
    SECPS Letter File
    Securities and Exchange Commission





</TEXT>
</DOCUMENT>
</SUBMISSION>
