

















                                   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-
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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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         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
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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;

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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);

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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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                  (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.

                                      -19-
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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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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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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;

                                      -21-
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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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IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
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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-
<PAGE>

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


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.


                                      -29-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

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

                  (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.

                                      -31-
<PAGE>
IMMEDIATE EDGE BUSINESS AND ASSETS ACQUISITION AGREEMENT            HWL EBSWORTH
--------------------------------------------------------------------------------

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

