






















                                   EXHIBIT 2.3
           30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT

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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT





30DC, INC.


and


Marillion Partnership


and


Edward Wells Dale










HWL EBSWORTH
        LAWYERS

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

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


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                                TABLE OF CONTENTS


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

    1.1      DEFINITIONS.......................................................1
    1.2      INTERPRETATION....................................................6
    1.3      BUSINESS DAY AND DAY..............................................7
    1.4      JOINT AND SEVERAL LIABILITY.......................................8

2.  SALE AND PURCHASE..........................................................8

    2.1      SALE..............................................................8
    2.2      FREE FROM ENCUMBRANCES............................................8
    2.3      CONSIDERATION.....................................................8

3.  COMPLETION.................................................................8

    3.1      TIME AND PLACE....................................................8
    3.2      TITLE AND RISK....................................................8
    3.3      DELIVERY OF BUSINESS..............................................9
    3.4      COMPLETION OBLIGATIONS OF THE COMPANY.............................9
    3.5      VENDORS' OBLIGATIONS AT COMPLETION................................9
    3.6      ASSIGNMENT OF 30 DAY CHALLENGE BUSINESS INTELLECTUAL PROPERTY....10
    3.7      COMPLETION ACTIONS ARE SIMULTANEOUS..............................10

4.  PERIOD AFTER COMPLETION...................................................10

    4.1      CARRYING ON OF BUSINESS..........................................10
    4.2      DOCUMENTS TO BE AVAILABLE AFTER COMPLETION.......................11
    4.3      PAYMENTS BELONGING TO THE COMPANY................................11

5.  ADJUSTMENTS...............................................................11

6.  CONTRACTS AND APPROVALS...................................................11

    6.1      GENERALLY........................................................11
    6.2      NOVATION OR ASSIGNMENT...........................................11
    6.3      FAILED ASSIGNMENT OR NOVATION....................................12
    6.4      INDEMNITY FROM THE VENDORS.......................................12

7.  ASSUMED LIABILITIES.......................................................12

    7.1      ASSUMPTION OF ASSUMED LIABILITIES................................12
    7.2      DEBTS AND LIABILITIES OWING BY THE VENDORS.......................12

8.  WARRANTIES................................................................13

    8.1      GIVING OF WARRANTIES.............................................13
    8.2      INVESTIGATION BY THE VENDORS.....................................13
    8.3      INVESTIGATION BY THE COMPANY.....................................13
    8.4      INDEPENDENT WARRANTIES...........................................13
    8.5      INDEMNITY BY THE VENDORS.........................................14
    8.6      INDEMNITY BY THE COMPANY.........................................14

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    8.7      RELIANCE.........................................................14
    8.8      NON-MERGER AND SURVIVAL OF WARRANTIES............................14
    8.9      CONTINUING VENDORS' INDEMNITIES AND SURVIVAL OF INDEMNITIES......14
    8.10     LIMITATION OF LIABILITY UNDER THE VENDOR WARRANTIES..............15
    8.11     CONTINUING COMPANY INDEMNITIES AND SURVIVAL OF INDEMNITIES.......15
    8.12     LIMITATION OF LIABILITY UNDER THE COMPANY WARRANTIES.............15
    8.13     BREACH OF WARRANTY...............................................15
    8.14     WARRANTIES LIMITED BY EXTENT OF KNOWLEDGE........................15

9.  LIMITATION OF LIABILITY...................................................16

    9.1      NO LIABILITY - COMPANY...........................................16
    9.2      NO LIABILITY - VENDORS...........................................16
    9.3      MINIMUM AMOUNT OF CLAIMS.........................................16
    9.4      MAXIMUM LIABILITY FOR CLAIMS.....................................17
    9.5      REIMBURSEMENT FOR AMOUNTS RECOVERED..............................17
    9.6      THIRD PARTY CLAIMS...............................................17
    9.7      NON-EXCLUDABLE TERMS.............................................17

10. TAX LIABILITY.............................................................18

    10.1     VENDORS MUST CO-OPERATE..........................................18
    10.2     PAYMENT OF TAX...................................................18

11. RECORDS...................................................................18

12. RESTRAINT.................................................................18

    12.1     DEFINITION.......................................................18
    12.2     UNDERTAKINGS BY THE VENDORS......................................18
    12.3     SEPARATE UNDERTAKINGS............................................19
    12.4     VALUE OF THE 30 DAY CHALLENGE BUSINESS...........................19
    12.5     LEGAL ADVICE.....................................................19
    12.6     INJUNCTION.......................................................19
    12.7     SURVIVAL OF OBLIGATIONS..........................................19

13. ANNOUNCEMENTS.............................................................20

    13.1     LEGAL REQUIREMENTS...............................................20
    13.2     DISCLOSURE TO OFFICERS AND PROFESSIONAL ADVISERS.................20
    13.3     FURTHER PUBLICITY................................................20

14. DUTIES, COSTS AND EXPENSES................................................20

    14.1     DUTIES...........................................................20
    14.2     COSTS AND EXPENSES...............................................20
    14.3     COSTS OF PERFORMANCE.............................................20

15. NOTICES...................................................................20


<PAGE>

16. GENERAL...................................................................22

    16.1     GOVERNING LAW AND JURISDICTION...................................22
    16.2     AMENDMENT........................................................22
    16.3     WAIVER...........................................................22
    16.4     EXERCISE OF A RIGHT..............................................22
    16.5     ASSIGNMENT.......................................................22
    16.6     SEVERANCE........................................................22
    16.7     COUNTERPARTS.....................................................23
    16.8     NO MERGER........................................................23
    16.9     CONSENT..........................................................23
    16.10    SURVIVAL OF INDEMNITIES..........................................23
    16.11    ENTIRE AGREEMENT.................................................23
    16.12    EXTENT THAT THE LAW PERMITS......................................23
    16.13    POWER OF ATTORNEY................................................24
    16.14    CUMULATIVE RIGHTS................................................24
    16.15    FURTHER ASSURANCES...............................................24
    16.16    CONFIDENTIALITY..................................................24
    16.17    ENFORCEMENT OF INDEMNITIES.......................................25
    16.18    SPECIFIC PERFORMANCE.............................................25
    16.19    KNOWLEDGE OF THE WARRANTOR.......................................25
    16.20    TIME OF THE ESSENCE..............................................25
    16.21    INCONSISTENCY....................................................25

SCHEDULE 1 COMPANY WARRANTIES.................................................26

SCHEDULE 2 VENDOR WARRANTIES..................................................30

SCHEDULE 3 30 DAY CHALLENGE INTELLECTUAL PROPERTY.............................43

SCHEDULE 4 INTERNET PRODUCTS..................................................44

SCHEDULE 5 DISCLOSURE STATEMENT...............................................45

SCHEDULE 6 CUSTOMER LISTS.....................................................46

SCHEDULE 7 ASSUMED LIABILITIES................................................47

SCHEDULE 8 CONTRACTS..........................................................48

ANNEXURE A ACCOUNTS...........................................................50

ANNEXURE B ED DALE EXECUTIVE SERVICES AGREEMENT...............................51


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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------



30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT


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

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

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

                                                                       (COMPANY)

                           MARILLION PARTNERSHIP of 69 Ardmillan Road
                           Moonee Ponds, Victoria, Australia


                                                                     (MARILLION)

                           EDWARD WELLS DALE of 69 Ardmillan Road
                           Moonee Ponds, Victoria, Australia

                                                                          (DALE)


                    (Marillion and Dale are together referred to as the VENDORS)


BACKGROUND
--------------------------
A.
                           The Vendors own the Business  Assets and carry on the
                           30 Day Challenge Business.
B.
                           The  Company was  incorporated  in  Delaware,  United
                           States of America on October 17, 2008 for the purpose
                           of    acquiring     and     developing     successful
                           internet-related  marketing  products,  services  and
                           technology businesses.
C.
                           Pursuant to the Overarching Deed of Agreement entered
                           into  by  the  Company,  the  WCCL  Shareholders  (as
                           defined below),  WCCL (as defined  below),  Raine (as
                           defined  below)  and  the  Vendors  on  or  about  14
                           November  2008,  the Company agreed to acquire the 30
                           Day Challenge  Business and the Business  Assets from
                           the  Vendors  in   accordance   with  the  terms  and
                           conditions of the  Overarching  Deed of Agreement and
                           this Agreement.
D.
                           The Vendors  agree to sell and the Company  agrees to
                           purchase  the  30  Day  Challenge  Business  and  the
                           Business Assets in consideration for the issue by the
                           Company  of  2,820,000  Shares on  Completion  to the
                           Vendors or their nominees on the terms and conditions
                           of this Agreement.

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

AGREEMENT

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

1.1      DEFINITIONS

         In this Agreement, unless the context requires otherwise:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Vendors;
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         30 DAY CHALLENGE BUSINESS  INTELLECTUAL PROPERTY means the Intellectual
         Property  Rights  set  out in  Schedule  3 and any  other  Intellectual
         Property  Rights  owned  by  the  Vendors  and  relating  to the 30 Day
         Challenge Business;

         30 DAY CHALLENGE  BUSINESS NAMES means the registered and  unregistered
         business names listed in Item 1 Schedule 3;

         ACCOUNTING STANDARDS means:

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

         (b)      in  relation  to  the  Vendors,   the  applicable   accounting
                  standards set by the Australian  Accounting Standards Board as
                  amended from time to time;

         ACCOUNTS  means the  unaudited  balance  sheet,  income  statement  and
         statement  of  cashflow  of  the 30 Day  Challenge  Business  as at the
         Accounts Date and the unaudited  statement of financial  performance of
         the 30 Day  Challenge  Business  for the  financial  year ending on the
         Accounts Date, set out in Annexure A;

         ACCOUNTS DATE means 30 June 2010;

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

         APPROVALS   means   the   permits,   licences,   consents   and   other
         authorisations relating to the 30 Day Challenge Business;

         ASSUMED LIABILITIES means the Trade Creditors;

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

         (a)      the Goodwill;

         (b)      the Internet Products;

         (c)      the 30 Day Challenge Business Intellectual Property;

         (d)      the 30 Day Challenge Business Names;

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

         (f)      the Records;

         (g)      the benefit of the Contracts;

         (h)      the benefit of the Supply Agreements;

         (i)      the benefit of the Approvals;

         (j)      the Trade Debtors; and

         (k)      all other tangible or intangible  assets owned and used by the
                  Vendors in the 30 Day Challenge Business,

         BUSINESS  DAY  means a day on which  banks  are open  for  business  in
         Delaware,  United  States of America,  but  excluding  any  Saturday or
         Sunday;

                                      -2-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         CASH  means the cash at bank on  deposit  or at hand of the  Vendors in
         respect of the 30 Day Challenge Business and other amounts constituting
         cash within the meaning of the  Accounting  Standards as at the date of
         this Agreement;

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

         COMPANY WARRANTY means each of the  representations and warranties made
         by the Company  listed in Schedule 1 and COMPANY  WARRANTIES  means any
         two or more of them;

         COMPLETION  means the completion of the sale and purchase of the 30 Day
         Challenge  Business and the Business Assets, the issue and allotment of
         the Issue Shares and the other steps required under clause 3;

         COMPLETION  DATE  means 1 August  2010,  or such  other  date  that the
         parties agree in writing;

         CONFIDENTIAL INFORMATION means:

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

         (b)      it does not include:

                  (i)      anything in the public domain; or

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

         CONTRACTS  means the  agreements,  tenders,  quotations  and  orders in
         respect of the 30 Day Challenge Business to which any of the Vendors is
         a party and that are wholly or partly to be performed after Completion;

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

         DISCLOSURE STATEMENT is the statement set out in Schedule 5;

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

         DUTY  means any  stamp,  transaction  or  registration  duty or similar
         charge  imposed  by any  Government  Agency  and  includes,  but is not
         limited to, any interest, fine, penalty, charge or other amount imposed
         in respect of the above but excludes any Tax;

         ED DALE  EXECUTIVE  SERVICES  AGREEMENT  means the  executive  services
         agreement  between the  Company and Dale to be executed  prior to or on
         the  Completion  Date, a copy of which is attached to this Agreement as
         Annexure B;

         ENCUMBRANCE  means an encumbrance or Security  Interest,  including but
         not limited to a mortgage, a fixed charge, a floating charge, a pledge,
         lien,  conditional  sale  agreement,  hire or hire purchase  agreement,
         option,  restriction as to transfer, use or possession,  easement, or a
         subordination to a right of a person;

         GOODWILL  means the goodwill of the Vendors in and  attaching to the 30
         Day Challenge Business;

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

                                      -3-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by Raine;

         INSOLVENCY EVENT in respect of a party means:

         (a)      a receiver,  receiver and manager,  official manager, trustee,
                  administrator or similar  official is appointed,  or steps are
                  taken  by that  party  for such  appointment,  over any of the
                  assets or undertakings of that party;

         (b)      that party suspends payment of its debts generally;

         (c)      that party is or becomes unable to pay its debts when they are
                  due;

         (d)      that  party   enters  into  or  resolves  to  enter  into  any
                  arrangement, composition or compromise with, or assignment for
                  the benefit of, its creditors or any class of them;

         (e)      that party ceases to carry on business;

         (f)      an order is made to place that party under official management
                  or a  resolution  is  passed  or any steps are taken to pass a
                  resolution to place that party under official management,  and
                  such  application  or  order  or  steps  are not set  aside or
                  opposed within a period of 45 Business Days thereafter; or

         (g)      an order is made for the  winding-up  or  dissolution  of that
                  party or a resolution is passed or any steps are taken by that
                  party to pass a resolution  for the  winding-up or dissolution
                  of  that  party   otherwise   than  for  the   purpose  of  an
                  amalgamation or reconstruction;

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

         INTELLECTUAL PROPERTY RIGHT means:

         (a)      a company name;

         (b)      a business name;

         (c)      a domain name;

         (d)      a trade mark;

         (e)      a logo;

         (f)      a design;

         (g)      copyright;

         (h)      Confidential Information and know-how;

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

         (j)      an Intellectual Property Licence;

                                      -4-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         INTERNET  PRODUCTS  means the software,  computer  programs and related
         internet  products  created  by the  Vendors  for the 30 Day  Challenge
         Business or used in the conduct of the 30 Day Challenge  Business,  set
         out in Schedule 4;

         ISSUE SHARES means 2,820,000 Shares;

         LAW  includes  any  requirement  of  any  statute,   rule,  regulation,
         proclamation,  ordinance  or by-law,  present or  future,  and  whether
         state,  federal or  otherwise  of the  United  States of America or the
         Commonwealth of Australia;

         LEGISLATION means any Law or industrial or employment award,  agreement
         or instrument of the United  States of America or the  Commonwealth  of
         Australia;

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

         LOSS means,  with respect to a person,  the loss suffered or expense or
         Liability  incurred  by the person or the damages or costs to which the
         person  is  entitled  or an  amount  payable  to the  person  under  an
         indemnity or otherwise;

         MATERIAL ADVERSE EFFECT means:

         (a)      in relation to a Vendor Warranty, a material adverse effect on
                  the  financial  condition or operations or prospects of the 30
                  Day Challenge Business taken as a whole (when compared to what
                  the  financial  condition or operations or prospects of the 30
                  Day Challenge  Business  would be if the Vendor  Warranty were
                  true); and

         (b)      when  used  in  all  other  cases  in  relation  to the 30 Day
                  Challenge Business, a material adverse effect on the financial
                  conditions, or operations or prospects of the 30 Day Challenge
                  Business taken as a whole.

         For the  purposes  of this  definition,  a material  adverse  effect is
         deemed to include any  reduction  in the Net  Profits  After Tax of the
         Business of 10% or more;

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

         OVERARCHING  DEED OF AGREEMENT means the overarching  deed of agreement
         entered into by the Company, the WCCL Shareholders, WCCL, Raine and the
         Vendors  dated  on  or  about  14  November  2008  in  respect  of  the
         acquisition by the Company of the entire issued capital of WCCL, the 30
         Day Challenge Business and the Immediate Edge Business;

         POWER means any right, power, authority, discretion or remedy conferred
         by this Agreement or any applicable Law;

         RAINE means Dan Raine of 7 Norman  Road,  Runcorn,  Cheshire,  WA7 SPE,
         United Kingdom;

         RECORDS  means  originals  and copies,  in machine  readable or printed
         form, of all books, files, manuals, reports,  records,  correspondence,
         documents  and other  material  of,  relating to or used in  connection
         with,  the  30  Day  Challenge  Business  or the  Business  Assets  and
         includes:

         (a)      a minute  book,  a statutory  book and a  register,  a book of
                  account  and a copy  of a  taxation  return  and a  notice  of
                  assessment;

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

         (c)      all sales and purchasing records;

         (d)      trading and financial records;

         (e)      lists of all regular suppliers and distributors; and

                                      -5-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         (f)      the Customer Lists;

         SECURITY INTEREST means an interest or power:

         (a)      reserved in or over an interest  in any asset  including,  but
                  not limited to, any retention of title; or

         (b)      created or  otherwise  arising in or over any  interest in any
                  asset under a bill of sale,  mortgage,  charge,  lien, pledge,
                  trust or power,

         by way of  security  for the  payment  of a debt or any other  monetary
         obligation or the performance of any other obligation and includes, but
         is not limited to, any agreement to grant or create any of the above;

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

         SUPPLY  AGREEMENTS means the supply agreements in respect of the 30 Day
         Challenge  Business to which any of the Vendors is a party,  details of
         which are contained in Schedule 8;

         TAX  means  any  tax,  levy,  charge,  impost,  duty,  fee,  deduction,
         compulsory loan or withholding,  which is assessed,  levied, imposed or
         collected by any Government Agency and includes,  but is not limited to
         any interest,  fine,  penalty,  charge, fee or any other amount imposed
         on, or in respect of any of the above but excludes Duty;

         TRADE  CREDITORS  means the trade creditors in respect of the supply of
         goods and  services to the 30 Day  Challenge  Business in the  ordinary
         course which are owing at Completion, as set out in Schedule 7;

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

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

         VENDOR WARRANTY means each of the  representations  and warranties made
         by the Vendors listed in Schedule 2 and VENDOR WARRANTIES means any two
         or more of them;

         WARRANTY means a Company Warranty or a Vendor Warranty (as the case may
         be) and WARRANTIES means any two or more of them;

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

         WCCL SHAREHOLDERS means Karl Moore and Patricia Moore.

1.2      INTERPRETATION

         In this Agreement, unless the context requires otherwise:

         (a)      a reference to a word  includes the singular and the plural of
                  the word and vice versa;

         (b)      a reference to a gender includes any gender,

         (c)      if a word or phrase is defined, then other parts of speech and
                  grammatical  forms of that word or phrase have a corresponding
                  meaning;

                                      -6-
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         (d)      a term which refers to a natural person includes a company,  a
                  partnership,  an association, a corporation, a body corporate,
                  a joint venture or a Government Agency;

         (e)      headings and bold typing are included for convenience only and
                  do not affect interpretation;

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

         (g)      a  reference  to a thing  includes  a part of that  thing  and
                  includes but is not limited to a right;

         (h)      a reference to a part,  clause,  party,  Annexure,  exhibit or
                  Schedule  is a  reference  to an  item  of  that  type in this
                  Agreement;

         (i)      a reference to this  Agreement  includes an Annexure,  exhibit
                  and a Schedule to this Agreement;

         (j)      a reference to a party to the document includes a reference to
                  that party's successors and permitted assigns;

         (k)      a reference to a statute or statutory  provision  includes but
                  is not limited to:

                  (i)      a  statute  or  statutory   provision  which  amends,
                           extends,  consolidates  or  replaces  the  statute or
                           statutory provision;

                  (ii)     a  statute  or  statutory  provision  which  has been
                           amended,  extended,  consolidated  or replaced by the
                           statute or statutory provision; and

                  (iii)    subordinate  Legislation  made  under the  statute or
                           statutory  provision  including but not limited to an
                           order, regulation, or instrument;

         (l)      a reference  to a document is a reference to a document of any
                  kind  including but not limited to an agreement in writing,  a
                  certificate, a notice, or an instrument;

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

         (n)      a reference  to an asset  includes  all property of any nature
                  including  but not limited to a business,  a right,  a revenue
                  and a benefit;

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

         (p)      a reference  as far as each of the Vendors is aware,  or words
                  to that effect,  in relation to a matter,  is to the knowledge
                  each of the Vendors has after making,  or would have if it had
                  made, due and careful enquiries in relation to that matter;

         (q)      a  reference  to $, US$,  US  DOLLARS,  DOLLARS  or CENTS is a
                  reference  to the  lawful  tender  of  the  United  States  of
                  America; and

         (r)      a reference to GBP is a reference to the lawful  tender of the
                  United Kingdom.

1.3      BUSINESS DAY AND DAY

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

                                      -7-
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         (b)      If an event  occurs on a day which is not a Business  Day,  or
                  occurs  later  than 5.00 pm local  time at the place  that the
                  event occurs, then the event is deemed to have occurred on the
                  next Business Day in the place that the event occurs.

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

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

1.4      JOINT AND SEVERAL LIABILITY

         Despite anything else contained in this Agreement:

         (a)      a covenant,  representation  or warranty by the Vendors  binds
                  them jointly and severally; and

         (b)      any obligation or Liability of a Vendor or the Vendors applies
                  to the Vendors jointly and severally.

2.       SALE AND PURCHASE
--------------------------------------------------------------------------------

2.1      SALE

         The Vendors  agree to sell,  and the Company  agrees to buy, all of the
         Vendors'  right,  title and interest in the Business  Assets and the 30
         Day Challenge  Business at Completion in accordance with the provisions
         of this Agreement.

2.2      FREE FROM ENCUMBRANCES

         The  Business  Assets  and  the  30  Day  Challenge  Business  must  be
         transferred to the Company free and clear of all Encumbrances.

2.3      CONSIDERATION

         In consideration for the Vendors selling the Business Assets and the 30
         Day Challenge Business to the Company, the Company must issue the Issue
         Shares to the Vendors and assume the Assumed Liabilities at Completion.

3.       COMPLETION
--------------------------------------------------------------------------------
3.1      TIME AND PLACE

         Unless the Vendors and the Company  agree  otherwise,  Completion  must
         take place on the Completion  Date at a time and location agreed by the
         parties.

3.2      TITLE AND RISK

         At  Completion,  title  and  the  risk  in and to the 30 Day  Challenge
         Business  and the  Business  Assets  will pass from the  Vendors to the
         Company.  The  Vendors  remain  the  owners  of,  and bear all risks in
         connection with, the 30 Day Challenge  Business and the Business Assets
         before Completion.

                                      -8-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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3.3      DELIVERY OF BUSINESS

         At Completion,  the Vendors must deliver up possession to and place the
         Company in control of the 30 Day  Challenge  Business  and the Business
         Assets in accordance with the terms of this Agreement.

3.4      COMPLETION OBLIGATIONS OF THE COMPANY

         On the Completion Date the Company must:

         (a)      issue  and allot the  Issue  Shares  to the  Vendors  or their
                  respective nominees;

         (b)      provide a copy of the  resolution of the board of directors of
                  the Company  authorising  the issue of the Issue Shares to the
                  Vendors;

         (c)      cause the name and address of the Vendors or their  respective
                  nominees  to be entered  into the  register  of members of the
                  Company; and

         (d)      cause the issue to the Vendors or their respective nominees of
                  a holding  statement  or share  certificate  stating  that the
                  Vendors or their  respective  nominees  are the holders of the
                  Issue Shares; and

         (e)      procure that Ed Dale executes the Ed Dale  Executive  Services
                  Agreement.

3.5      VENDORS' OBLIGATIONS AT COMPLETION

         At Completion, the Vendors must:

         (a)      deliver to the Company:

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

                  (ii)     executed  instruments of transfer or assignment  that
                           are  required  to vest  the  Business  Assets  in the
                           Company to enable the  Company to conduct  the 30 Day
                           Challenge  Business  from  Completion in all material
                           respects in the same  manner as the  Vendors  conduct
                           the 30 Day Challenge Business prior to Completion;

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

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

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

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

                  (vii)    executed assignments of rights or novations of rights
                           and  obligations  under any Contracts  that have been
                           transferred   to  the   Company  at   Completion   in
                           accordance with clause 6;

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

                                      -9-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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                  (ix)     statements  of change of  persons or  particulars  in
                           respect of each Business Name registration  listed in
                           Item 1 of  Schedule  3 in favour of the  Company  for
                           each place where such a business  name is  registered
                           to  enable  the  Company  without  further  cost  and
                           expense to become the registered  holder or applicant
                           in respect of each such Business Name registration;

                  (x)      executed  assignments  in agreed  form in  respect of
                           each patent or patent application  included in the 30
                           Day   Challenge   Business    Intellectual   Property
                           sufficient to enable the Company without further cost
                           and  expense  to  become  the  registered  holder  or
                           applicant in respect of each such patent;

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

                  (xii)    evidence that all the bank accounts pertaining to the
                           30 Day  Challenge  Business  are  closed  on and from
                           Completion;

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

                  (i)      transfer  the   unencumbered   legal  and  beneficial
                           ownership  of the 30 Day  Challenge  Business and the
                           Business Assets to the Company;

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

                  (iii)    place the Company in effective  control of the 30 Day
                           Challenge Business;

         (c)      make available and deliver to the Company:

                  (i)      the Records; and

                  (ii)     all  other  and  existing  services  to  the  30  Day
                           Challenge  Business and the Business  Assets (subject
                           to the consent of the  suppliers of those  services);
                           and

         (d)      execute the Ed Dale Executive Services Agreement.

3.6      ASSIGNMENT OF 30 DAY CHALLENGE BUSINESS INTELLECTUAL PROPERTY

         With effect from  Completion,  the Vendors  assign the 30 Day Challenge
         Business Intellectual Property to the Company.

3.7      COMPLETION ACTIONS ARE SIMULTANEOUS

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

4.       PERIOD AFTER COMPLETION
--------------------------------------------------------------------------------

4.1      CARRYING ON OF BUSINESS

         For the 12 months from the  Completion  Date,  the Vendors must (at the
         Vendors'  cost) use their  best  endeavours  to make  available  to the
         Company the information and assistance the Company reasonably  requires
         in  connection  with the 30 Day  Challenge  Business  and the  Business
         Assets.

                                      -10-
<PAGE>

4.2      DOCUMENTS TO BE AVAILABLE AFTER COMPLETION

         (a)      As soon as possible after Completion the Vendors must give the
                  Company all documents and information in respect of the 30 Day
                  Challenge   Business  that  the  Company   requests  and  will
                  reasonably  need to carry on the 30 Day Challenge  Business or
                  to comply with its obligations under this Agreement, including
                  the  Records,  to the extent not  delivered  to the Company on
                  Completion.

         (b)      The  Company  must  ensure  that all  Records  relating to the
                  period  up  to  Completion  are  kept  for  seven  years  from
                  Completion,  and for any purpose gives the Vendors  reasonable
                  access  during normal  business  hours to, and free copies of,
                  any of the Records which the Company possesses.

4.3      PAYMENTS BELONGING TO THE COMPANY

         The Vendors must  promptly  remit to the Company any amount the Vendors
         receive in any bank  account  operated by them to the extent it relates
         to an amount belonging to the Company.

5.       ADJUSTMENTS
--------------------------------------------------------------------------------

         (a)      The Vendors are  entitled to the income,  profits,  rights and
                  benefits of the 30 Day  Challenge  Business  and the  Business
                  Assets  (including  the  benefit  of  all  Contracts  and  all
                  payments  accrued  or due  under  them,  the  Cash and any tax
                  refund or tax credit for any period  ending on or prior to the
                  date of this Agreement) and liable for all periodic  outgoings
                  and  expenses  up to (but  not  including)  the  day on  which
                  Completion occurs.

         (b)      The Company is entitled  to the  income,  profits,  rights and
                  benefits of the 30 Day  Challenge  Business  and the  Business
                  Assets  (including  the  benefit  of  all  Contracts  and  all
                  payments  accrued  or due  under  them)  and  liable  for  all
                  periodic  outgoings and expenses from (and  including) the day
                  on which Completion occurs.

6.       CONTRACTS AND APPROVALS
--------------------------------------------------------------------------------

6.1      GENERALLY

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

6.2      NOVATION OR ASSIGNMENT

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

                                      -11-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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6.3      FAILED ASSIGNMENT OR NOVATION

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

         (a)      the Vendors must:

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

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

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

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

         (b)      the Company must:

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

                  (ii)     indemnify  the Vendors  against any Loss  incurred by
                           the  Vendors in  relation to any breach or failure of
                           the Company in performing  any  obligation  for which
                           the Company assumes  responsibility  on behalf of the
                           Vendors under clause 6.3(b)(i).

6.4      INDEMNITY FROM THE VENDORS
         Each of the Vendors  indemnifies  the Company  against any Liability or
         Loss  arising  under  or in  connection  with any of the  Contracts  or
         Approvals prior to the date on which Completion occurs.

7.       ASSUMED LIABILITIES
--------------------------------------------------------------------------------

7.1      ASSUMPTION OF ASSUMED LIABILITIES

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

7.2      DEBTS AND LIABILITIES OWING BY THE VENDORS

         Except for the Assumed Liabilities:

         (a)      the Vendors are liable for the conduct of the  Business  until
                  Completion;

         (b)      no  Liability of the Vendors in  connection  with the Vendors'
                  conduct of the 30 Day Challenge  Business arising on or before
                  Completion is being undertaken or assumed by the Company; and

         (c)      the  Vendors  remain  solely   responsible  for  the  payment,
                  satisfaction  and discharge of all  Liabilities  in connection
                  with the  Vendors'  conduct of the 30 Day  Challenge  Business
                  arising on or before  Completion  and the Vendors will pay and


                                      -12-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

                  discharge in the ordinary course of business those Liabilities
                  and indemnify  and keep  indemnified  the Company  pertaining,
                  arising or relating to those Liabilities.

8.       WARRANTIES
--------------------------------------------------------------------------------

8.1      GIVING OF WARRANTIES

         (a)      Subject only to the disclosures referred to in clause 8.1(b):

                  (i)      the Company  represents and warrants in favour of the
                           Vendors that each of the Company Warranties; and

                  (ii)     the  Vendors  represent  and warrant in favour of the
                           Company that each of the Vendor Warranties;

                  is accurate and not misleading as at the Completion Date.

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

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

                  (ii)     in  the  case  of a  Company  Warranty,  provided  in
                           writing by or on behalf of the Company to the Vendors
                           or their advisers before the Completion Date; and

                  (iii)    in the case of a Vendor Warranty, provided in writing
                           by or on behalf of the  Vendors to the Company or its
                           advisers before the Completion Date,

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

8.2      INVESTIGATION BY THE VENDORS

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

         (a)      the Company Warranties; or

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

8.3      INVESTIGATION BY THE COMPANY

         Any investigation,  whether before or after the date of this Agreement,
         made by or for the  Company  in  respect  of the  Vendors or the 30 Day
         Challenge Business, does not affect either:

         (a)      the Vendor Warranties; or

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

8.4      INDEPENDENT WARRANTIES

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

                                      -13-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

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

8.5      INDEMNITY BY THE VENDORS

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

         (a)      any matter or thing in  respect  of the  Vendors or the 30 Day
                  Challenge   Business   being  other  than  as  represented  or
                  warranted in the Vendor Warranties; and

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

8.6      INDEMNITY BY THE COMPANY

         The Company indemnifies the Vendors against any Claim, action,  damage,
         Loss,  Liability,  cost, charge,  expense or outgoing which the Vendors
         pay, suffer, incur or are liable for in respect of:

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

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

8.7      RELIANCE

         (a)      The Vendors have  entered  into this  Agreement in reliance on
                  the Company Warranties.

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

8.8      NON-MERGER AND SURVIVAL OF WARRANTIES

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

         (b)      The Vendor Warranties and the Company  Warranties each survive
                  Completion of this Agreement.

8.9      CONTINUING VENDORS' INDEMNITIES AND SURVIVAL OF INDEMNITIES

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

                  (i)      any settlement of account; or

                  (ii)     the occurrence of any other thing,

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

         (b)      Each indemnity of the Vendors contained in this Agreement:

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

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

                                      -14-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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8.10     LIMITATION OF LIABILITY UNDER THE VENDOR WARRANTIES

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


8.11     CONTINUING COMPANY INDEMNITIES AND SURVIVAL OF INDEMNITIES

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

                  (i)      any settlement of account; or

                  (ii)     the occurrence of any other thing,

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

         (b)      Each indemnity of the Company contained in this Agreement:

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

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

8.12     LIMITATION OF LIABILITY UNDER THE COMPANY WARRANTIES

         The Vendors  acknowledge that they do not rely on any representation or
         warranty,  whether  express or implied,  made on behalf of the Company,
         other than the Company Warranties.

8.13     BREACH OF WARRANTY

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

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

                  (ii)     proceed to Completion.

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

         (c)      The Vendors  warrant  that they have no  knowledge of any fact
                  which might lead to a Claim.

8.14     WARRANTIES LIMITED BY EXTENT OF KNOWLEDGE

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

         (b)      Warranties  given 'to the knowledge of the Vendors' are deemed
                  to be  given  to the best of the  knowledge,  information  and
                  belief of the Vendors after they have made all  reasonable and
                  careful enquiries.

                                      -15-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

9.       LIMITATION OF LIABILITY
--------------------------------------------------------------------------------

9.1      NO LIABILITY - COMPANY

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

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

         (B)      LEGISLATION: where the Claim or action is based on Legislation
                  not in force at the Completion Date; and

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

9.2      NO LIABILITY - VENDORS

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

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

         (B)      LEGISLATION: where the Claim or action is based on Legislation
                  not in force at the Completion Date; and

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

9.3      MINIMUM AMOUNT OF CLAIMS

         Notwithstanding anything to the contrary in this Agreement:

         (a)      the Vendors will not be able to claim  against the Company for
                  breach of the Company  Warranties  and under the  indemnity in
                  clause 8.6; and

         (b)      the Company will not be able to claim  against the Vendors for
                  breach of the Vendor  Warranties  and under the  indemnity  in
                  clause 8.5,

         an amount in respect of any Claim unless:

         (c)      the  amount of the Loss of the party  making  the Claim due to
                  the breach  referred  to in the Claim is in excess of $50,000,
                  in which  case the party  making  the Claim  may  recover  all
                  amounts claimed and not just the excess over $50,000; and

         (d)      the aggregate amount of the Loss of the party making the Claim
                  in respect of all breaches  under this  Agreement by the other
                  party is in excess of $100,000, in which case the party making
                  the Claim may recover all amounts claimed, not just the excess
                  over $100,000.

         For the  purposes of this clause 9.3, a Loss of a Vendor in relation to
         a breach of this  Agreement  will be taken to be the aggregate  Loss of
         all Vendors in relation to the same breach.

                                      -16-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

9.4      MAXIMUM LIABILITY FOR CLAIMS

         (a)      The  maximum  aggregate  amount  which the Vendors may recover
                  from the Company in respect of all Claims and actions under or
                  in connection with this Agreement is $1,000,000.

         (b)      The  maximum  aggregate  amount  which the Company may recover
                  from the Vendors in respect of all Claims and actions under or
                  in connection with this Agreement is $1,000,000.

9.5      REIMBURSEMENT FOR AMOUNTS RECOVERED

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

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

9.6      THIRD PARTY CLAIMS

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

         (a)      the Company will give written  notice of the Third Party Claim
                  to the Vendors;

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

         (c)      the  Vendors  may,  within 30 days of  receipt  of the  notice
                  referred to in clause 9.6(a),  with the prior written  consent
                  of the Company (such consent not to be  unreasonably  withheld
                  or delayed)  and at the Vendors'  expense,  elect to take such
                  reasonable  action  in the name of the  Company  to  defend or
                  otherwise  settle  a Third  Party  Claim  as the  Vendors  may
                  reasonably require;

         (d)      if the  Vendors do not elect to take action in the name of the
                  Company  to defend or  otherwise  settle a Third  Party  Claim
                  under  clause  9.6(c),  the  Company  may defend or  otherwise
                  settle any such Third Party Claim; and

         (e)      the  Company  will  ensure  that the  Vendors  and their legal
                  representatives  are  given  reasonable  access to such of the
                  documents  and  records of the  Company  as may be  reasonably
                  required by the  Vendors in  relation  to any action  taken or
                  proposed to be taken by the Company  under  clause  9.6(c) and
                  vice versa for the Company in relation to clause 9.6(d).

9.7      NON-EXCLUDABLE TERMS

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

                                      -17-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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10.      TAX LIABILITY
--------------------------------------------------------------------------------

10.1     VENDORS MUST CO-OPERATE

         The Vendors must  co-operate  with the Company in the  preparation  and
         filing of all Tax  returns  of the 30 Day  Challenge  Business  for any
         period ending on or prior to the Completion Date.

10.2     PAYMENT OF TAX

         (a)      Subject to clause  10.2(b),  the Vendors must  promptly pay to
                  the Company an amount equal to:

                  (i)      a Liability  of the 30 Day  Challenge  Business to an
                           amount of Tax  arising  under  the Tax Laws  which is
                           imposed  in  respect  of any  activity  of the 30 Day
                           Challenge Business prior to Completion; and

                  (ii)     the  cost  and  expense  that  the  Company   incurs,
                           directly  or  indirectly,  in  connection  with  that
                           Liability referred to in clause 10.2(a)(i), including
                           but  not  limited  to a cost  and  expense  that  the
                           Company incurs,  directly or indirectly,  as a result
                           of an action taken to dispute that Liability referred
                           to in clause 10.2(a)(i).

         (b)      Clause 10.2(a) does not apply if a Liability, cost and expense
                  is adequately  provided for in the Accounts,  or has otherwise
                  been fully and accurately  disclosed to the Company in writing
                  prior to Completion.

11.      RECORDS
--------------------------------------------------------------------------------

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

         (a)      are so kept at the  Vendors'  cost and  expense in premises to
                  which both the Company and the Vendors must have access, until
                  such  time as the  Vendors  indicate  they no  longer  require
                  access to the Records and deliver  physical  possession to the
                  Company; and

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

12.      RESTRAINT
--------------------------------------------------------------------------------

12.1     DEFINITION

         For the purposes of clause 12, RESTRAINT PERIOD means the period ending
         on the second anniversary of the Completion Date.

12.2     UNDERTAKINGS BY THE VENDORS

         Each Vendor  undertakes  to the Company  that it will not do any of the
         following without first obtaining the written consent of the Company:

         (a)      directly  or  indirectly   carry  on  (whether   alone  or  in
                  partnership or joint venture with anyone else) or otherwise be
                  concerned with or interested in (in any capacity  including as
                  partner, director,  manager,  consultant,  adviser, financier,

                                      -18-
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                  guarantor,    beneficiary,    trustee,    principal,    agent,
                  shareholder,   unit  holder)  any   business   similar  to  or
                  competitive with the 30 Day Challenge Business,  the Immediate
                  Edge  Business or any other  business  acquired by the Company
                  during the Restraint Period;

         (b)      solicit  or  persuade  any  person or  corporation  which is a
                  customer or client of the 30 Day  Challenge  Business,  or who
                  was in the  period of one year  before the  Completion  Date a
                  customer  or client of or in respect  of the 30 Day  Challenge
                  Business, to cease doing business with the Company as owner of
                  the 30  Day  Challenge  Business,  or  reduce  the  amount  of
                  business  which the  customer or client  would  normally do in
                  respect of 30 Day  Challenge  Business  during  the  Restraint
                  Period;

         (c)      accept from a customer or client referred to in clause 12.2(b)
                  any business of the kind ordinarily forming part of the 30 Day
                  Challenge Business during the Restraint Period; or

         (d)      induce or  attempt  to induce any person who is at the time of
                  Completion  or who later becomes an employee of the Company or
                  a  subsidiary  of the  Company  or of one of their  respective
                  subsidiaries or is otherwise  employed in the 30 Day Challenge
                  Business,  to  terminate  his or  her  employment  during  the
                  Restraint Period.

12.3     SEPARATE UNDERTAKINGS

         If any part of an undertaking in clause 12.2 is  unenforceable,  it may
         be severed without  affecting the remaining  enforceability  of that or
         the other undertakings.

12.4     VALUE OF THE 30 DAY CHALLENGE BUSINESS

         Each of the Vendors agrees that:

         (a)      any  failure to comply with  clause  12.2 would  diminish  the
                  value  of the 30  Day  Challenge  Business  and  the  Business
                  Assets; and

         (b)      the restrictive undertakings in clause 12.2 are reasonable and
                  necessary for the protection of the 30 Day Challenge  Business
                  and the Business Assets and must be given full effect; and

         (c)      it has received  adequate  consideration  for the  restrictive
                  undertakings in clause 12.2.

12.5     LEGAL ADVICE

         Each Vendor  acknowledges  that in relation  to this  Agreement  and in
         particular this clause 12 it has received and  understood,  independent
         legal advice.

12.6     INJUNCTION
         Each of the Vendors  acknowledges that monetary damages alone would not
         be adequate compensation to the Company for a breach of clause 12.2 and
         that the  Company is  entitled  to seek an  injunction  from a court of
         competent jurisdiction if:

         (a)      a Vendor  fails to comply or  threatens to fail to comply with
                  clause 12.2; or

         (b)      the  Company  has reason to believe a Vendor is not  complying
                  with or will not comply with clause 12.2.

12.7     SURVIVAL OF OBLIGATIONS

         The  obligations  of each of the  Vendors  under this clause 12 survive
         Completion.

                                      -19-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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13.      ANNOUNCEMENTS
--------------------------------------------------------------------------------

13.1     LEGAL REQUIREMENTS

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

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

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

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

13.2     DISCLOSURE TO OFFICERS AND PROFESSIONAL ADVISERS

         A party may disclose anything in respect of this Agreement or the terms
         of the  issue of the Issue  Shares  and the  acquisition  of the 30 Day
         Challenge  Business to the officers and  professional  advisers of that
         party, but it must use its reasonable  endeavours to ensure all matters
         disclosed are kept confidential.

13.3     FURTHER PUBLICITY

         Subject  to  clauses  13.1 and 13.2,  neither  party may  disclose  the
         provisions  of  this  Agreement  or  the  terms  of  the   transactions
         contemplated  by this  Agreement  unless  the  other  party  has  first
         consented in writing.

14.      DUTIES, COSTS AND EXPENSES
--------------------------------------------------------------------------------

14.1     DUTIES

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

                  (i)      this Agreement; and

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

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

14.2     COSTS AND EXPENSES

         Subject to clause 14.1 and any other term of this Agreement, each party
         must pay its own costs and  expenses  in  respect  of the  negotiation,
         preparation,  execution, delivery and registration of this Agreement or
         other agreement or document described in clause 14.1(a).

14.3     COSTS OF PERFORMANCE

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

15.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

                                      -20-
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         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  Legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 15(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  15(g),  a party  must  address a notice as
                  follows:

         If to the Vendors:

                   Address:            Edward Dale/Marillion Partnership
                                       69 Ardmillan Road
                                       Moonee Ponds, Victoria 3039
                                       Australia
                   Email:              EDDALE@MAC.COM
                   Attention:          Edward Dale
         If to the Company:

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

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

                                      -21-
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         (h)      Despite   anything  in  this  clause  15,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

16.      GENERAL
--------------------------------------------------------------------------------

16.1     GOVERNING LAW AND JURISDICTION

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

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

16.2     AMENDMENT

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

16.3     WAIVER

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

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

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

16.4     EXERCISE OF A RIGHT

         (a)      A party may exercise a right:

                  (i)      at its discretion; and

                  (ii)     separately or together with another right.

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

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

16.5     ASSIGNMENT

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

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

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

16.6     SEVERANCE

         (a)      Subject to clause 16.6(b):

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

                                      -22-
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                  (ii)     if, despite clause  16.6(a)(i),  a provision is still
                           void,  voidable,  unenforceable  or  illegal  and the
                           provision would not be void, voidable,  unenforceable
                           or illegal if words were  severed,  then those  words
                           must be severed; or

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

         (b)      If an event under clause 16.6(a) occurs, then the remainder of
                  this Agreement continues in full force and effect.

16.7     COUNTERPARTS

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

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

         (c)      All counterparts together constitute one instrument.

16.8     NO MERGER

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

                  (i)      exist beyond Completion; and

                  (ii)     do not merge on Completion.

         (b)      The Warranties:

                  (i)      exist beyond Completion; and

                  (ii)     do not merge on Completion.

16.9     CONSENT

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

         (a)      give its consent conditionally or unconditionally; or

         (b)      withhold its consent.

16.10    SURVIVAL OF INDEMNITIES

         Each indemnity in this Agreement:

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

         (b)      survives termination of this Agreement.

16.11    ENTIRE AGREEMENT

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

16.12    EXTENT THAT THE LAW PERMITS

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

                                      -23-
<PAGE>

16.13    POWER OF ATTORNEY

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

16.14    CUMULATIVE RIGHTS

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

16.15    FURTHER ASSURANCES

         Each party must, at its own expense:

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

                  (i)      this Agreement; and

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

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

16.16    CONFIDENTIALITY

         (a)      Each of the Vendors and the Company must at all times:

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

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

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

         (b)      Each of the  Vendors  and the  Company  will  ensure  that all
                  employees,  external contractors and advisers are aware of the
                  confidential  nature of the  Confidential  Information  of the
                  other  and do not do  anything  which,  if done by the  party,
                  would cause a breach of this clause 16.16.

         (c)      Clause 16.16(a) and 16.16(b)  continue  without  limitation in
                  time  but,  subject  to clause  16.16(d),  do not apply to any
                  Confidential Information that:

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

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

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

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

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

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

                                      -24-
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                                    (1)      the  full   circumstances   of  the
                                             required disclosure; and

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

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

16.17    ENFORCEMENT OF INDEMNITIES

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

16.18    SPECIFIC PERFORMANCE

         The parties agree that:

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

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

16.19    KNOWLEDGE OF THE WARRANTOR

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

16.20    TIME OF THE ESSENCE

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

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

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

16.21    INCONSISTENCY

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















                                      -25-
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                                   SCHEDULE 1
                               COMPANY WARRANTIES

1.       SHARES AND CAPITAL
--------------------------------------------------------------------------------

1.1      TITLE AND CONSENTS

         The  Company is able to issue and allot the Issue  Shares  without  the
         consent of any other  person and free of any  Encumbrance,  pre-emptive
         rights or rights of first refusal.

1.2      ISSUED CAPITAL

         (a)      The issued capital of the Company as at the Completion Date is
                  1,200,000   Shares  and  will  be  altered  on  Completion  as
                  specified in the table below:

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

DATE                     EVENT                                TOTAL ISSUED SHARE
                                                              CAPITAL
------------------------ ------------------------------------ ------------------

Prior to the Completion  Existing share capital               1,200,000 Shares
Date
------------------------ ------------------------------------ ------------------

Completion Date          Issue of the Issue Shares (2,820,000 4,020,000 Shares
                         Shares) to the Vendors
------------------------ ------------------------------------ ------------------

         (b)      Except for the Shares  referred to in paragraph (a) above,  no
                  other  Shares in the Company  have been  created or issued and
                  there are no outstanding  convertible  securities,  options or
                  agreements which either now or in the future:

                  (i)      entitle any person to call for the issue, purchase or
                           transfer  of any Shares,  debentures,  notes or other
                           securities in the Company; or

                  (ii)     create or require to be created any Security Interest
                           over any of the Issue Shares.

         (c)      To the knowledge of the Company all legal requirements for the
                  formation  of the  Company  and the issue of Shares  have been
                  fully complied with.

1.3      NO LEGAL IMPEDIMENT

         The  execution,  delivery  and  performance  by  the  Company  of  this
         Agreement complies with:

         (a)      each Law, regulation,  authorisation,  ruling, judgment, order
                  or decree of any Government Agency;

         (b)      the  constitution  or  other  constituent   documents  of  the
                  Company; and

         (c)      any  Security  Interest  or  document  which is binding on the
                  Company,

         and will  not,  and is not  likely  to cause  any  modification  of any
         document to which the Company is a party such that the Company  will be
         subject to less favourable  terms under the provisions of that document
         and will not, and is not likely to cause any breach of, or  termination
         or other materially adverse event under, any such document.

                                      -26-
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1.4      AUTHORISATIONS

         The Company has taken all necessary  action to authorise the execution,
         delivery  and  performance  of this  Agreement in  accordance  with its
         terms.

1.5      TRANSFERABILITY OF SHARES

         There are no  restrictions  on the  transfer of the Issue  Shares other
         than the restrictions contained in this Agreement,  the constitution of
         the Company and under applicable Law.

1.6      TRADING

         Other than as disclosed and contemplated by this Agreement, the Company
         has not traded since its incorporation.

2.       AUTHORITY
--------------------------------------------------------------------------------

2.1      CORPORATE EXISTENCE

         The Company:

         (a)      is a company  registered  in  accordance  with the laws of the
                  State of Delaware, United States of America;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  required  to be  registered  in any place as a foreign
                  company  except where it is registered or where the failure to
                  be so would not have a material adverse effect.

2.2      COMPLIANCE WITH CONSTITUENT DOCUMENTS

         The business  affairs of the Company have been  conducted in accordance
         with the Certificate of Incorporation and Bylaws of the Company.

2.3      RECORDS

         To the knowledge of the Company, all Records:

         (a)      are materially complete and accurate; and

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

2.4      CONFIDENTIAL INFORMATION

         To the knowledge of the Company, the Company:

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

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

                                      -27-
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         (c)      does not use any  processes  or is not  engaged  in any  other
                  activities  which  involve  the  misuse  of  any  Confidential
                  Information of any third party.

3.       DUE DILIGENCE DOCUMENTS
--------------------------------------------------------------------------------

3.1      INFORMATION ACCURATE

         The  documents  given by or on behalf of the Company or its advisers to
         the Vendors or their  advisers  pursuant to this Agreement are accurate
         as at the date to which  they are made up and each copy  document  is a
         complete  copy in all  material  respects  of the  document of which it
         purports to be a copy.

3.2      PROSPECTIVE FINANCIAL INFORMATION

         Notwithstanding  any other  provision  of this  Agreement,  neither the
         Company,  nor any of its directors,  officers,  employees,  advisers or
         agents  makes  any  warranty  or  representation  in  relation  to  any
         financial forecast,  projection or financial model, whether or not such
         financial  forecast,  projection or financial  model is included in the
         Company Warranties or provided to the Vendors prior to the execution of
         this Agreement.

4.       LITIGATION
--------------------------------------------------------------------------------

4.1      NO LITIGATION PENDING OR THREATENED

         As  far  as  the  Company  is  aware,  no  investigation,  prosecution,
         litigation,  proceeding  or any  other  form of  mediation  or  dispute
         resolution  is pending or  threatened  regarding  the Company,  nor any
         person for whom it is or may be liable.

4.2      NO CIRCUMSTANCES

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

4.3      NO OFFENCE OR BREACH

         To the  knowledge  of the  Company,  none of the Company nor any of its
         officers have in conducting its business committed any criminal offence
         or any tort or any breach of the  requirements or conditions of any Law
         or  any  breach  of  any  other  party's  rights  or  any  other  legal
         requirement relating to the Company, the conduct of the business of the
         Company or use of the Company's assets.

5.       SOLVENCY
--------------------------------------------------------------------------------

5.1      NO LIQUIDATION OR WINDING-UP

         The  Company  has not gone  into  liquidation  or  passed a  winding-up
         resolution or commenced steps for winding up or dissolution or received
         a  deregistration   notice  or  applied  for  deregistration  or  other
         analogous  process  under  the laws of the  State of  Delaware,  United
         States of America.

                                      -28-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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5.2      NO PETITION

         No petition or other process for winding-up has been presented  against
         the  Company  and  to  the  knowledge  of  the  Company  there  are  no
         circumstances justifying a petition or other process.

5.3      NO WRIT OF EXECUTION

         No writ of  execution  has  been  issued  against  the  Company  or the
         property of the Company and to the  knowledge of the Company  there are
         no circumstances justifying a writ.

5.4      NO RECEIVER

         No receiver or receiver and manager of any part of the  undertaking  or
         assets of the Company,  has been  appointed and to the knowledge of the
         Company there are no circumstances justifying an appointment.

5.5      SOLVENCY

         The  Company  is able to pay its debts as and when  they fall due.  The
         Company  is not  taken  under  applicable  Laws to be unable to pay its
         debts or has stopped or  suspended,  or  threatened to stop or suspend,
         payment of all or a class of its debts.

6.       ACCURACY OF INFORMATION
--------------------------------------------------------------------------------

6.1      DISCLOSURE

         All information given by or on behalf of the Company or its advisers to
         the  Vendors  or their  advisers  in  respect  of the  Company  and the
         business of the Company is accurate and not misleading.

6.2      INFORMATION PROVIDED

         At as the  Completion  Date, the Company is not aware of any materially
         adverse  information  relating to the  Company and the  business of the
         Company  that has not been made  available  to the  Vendors  before the
         Completion Date.

                                      -29-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 2
                                VENDOR WARRANTIES

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

         (a)      At Completion:

                  (i)      the Vendors  are the  absolute  legal and  beneficial
                           owners  of the  30 Day  Challenge  Business  and  the
                           Business  Assets and have full  capacity and power to
                           own and use the Business Assets and to conduct the 30
                           Day Challenge Business; and

                  (ii)     the   Company   will   acquire  the  full  legal  and
                           beneficial ownership of the 30 Day Challenge Business
                           and  the  Business  Assets  free  and  clear  of  all
                           Encumbrances.

         (b)      The Business Assets are at Completion:

                  (i)      free and clear of all Encumbrances;

                  (ii)     fully paid for;

                  (iii)    all the assets  necessary  for the proper  conduct of
                           the 30 Day Challenge Business in the ordinary course;

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

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

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

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

         (d)      No person has given or entered into any  guarantee,  indemnity
                  or  letter  of  comfort  in  respect  of the 30 Day  Challenge
                  Business by which the Company will be bound.

         (e)      There  are  no  unsatisfied  judgments,  orders  or  writs  of
                  execution   against  the  Vendors  or  affecting  the  30  Day
                  Challenge Business or the Business Assets.

2.       AUTHORITY
--------------------------------------------------------------------------------

2.1      AUTHORITY

         (a)      Each of the Vendors has full  authority  and capacity to enter
                  into this Agreement and sell the 30 Day Challenge Business and
                  the Business Assets.

         (b)      Each  of  the  Vendors  has  the  right  and  capacity  and is
                  empowered and authorised to:

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

                                      -30-
<PAGE>

30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------
                           document by which the Vendors, the Business Assets or
                           the 30 Day  Challenge  Business  may be  affected  or
                           bound; and

                  (ii)     sell,  transfer  and  assign  the  30  Day  Challenge
                           Business  and the  Business  Assets to the Company in
                           accordance  with the provisions of this Agreement and
                           to transfer good,  clear,  valid and marketable title
                           to the 30 Day  Challenge  Business  and the  Business
                           Assets  to  the  Company  in  accordance  with  those
                           provisions.

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

2.2      LEGAL COMPLIANCE

         (a)      The 30 Day Challenge  Business is, and has been,  conducted in
                  all material  respects in compliance with all  requirements of
                  the  Law  and  all  requirements  of all  Government  Agencies
                  applicable to the Vendors,  the 30 Day Challenge  Business and
                  the Business Assets.

         (b)      The Vendors have all authorisations, licences or permits which
                  the Vendors  require to operate the 30 Day Challenge  Business
                  and all such authorisations, licences and permits have been:

                  (i)      validly issued and maintained; and

                  (ii)     fully paid for.

2.3      EXISTENCE AND POWER

         Marillion:

         (a)      is a partnership validly existing under the Laws of Australia;

         (b)      has the power to own  property and to carry on its business as
                  it is now being conducted; and

         (c)      is not  required  to be  registered  in any place as a foreign
                  corporate  entity  except where it is  registered or where the
                  failure to be so would not have a Material Adverse Effect.

2.4      RECORDS

         To the knowledge of the Vendors, all Records:

         (a)      are materially complete and accurate; and

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

2.5      CONFIDENTIAL INFORMATION

         The Vendors:

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

                                      -31-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         (b)      are not aware of any actual or alleged misuse by any person of
                  any of their Confidential Information; and

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

3.       DUE DILIGENCE DOCUMENTS
--------------------------------------------------------------------------------

3.1      INFORMATION ACCURATE

         The documents given by or on behalf of the Vendors or their advisers to
         the Company or its advisers  pursuant to this Agreement are accurate as
         at the date to which  they are  made up and  each  copy  document  is a
         complete  copy in all  material  respects  of the  document of which it
         purports to be a copy.

3.2      PROSPECTIVE FINANCIAL INFORMATION

         Notwithstanding   paragraph  3.1  and  any  other   provision  of  this
         Agreement,  none of the Vendors and any of their  directors,  officers,
         employees,  advisers and agents makes any warranty or representation in
         relation to any  financial  forecast,  projection  or financial  model,
         whether or not such financial  forecast,  projection or financial model
         is included in the Vendor  Warranties  or provided to the Company prior
         to the execution of this Agreement.

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

4.1      BASIS OF PREPARATION

         The Accounts:

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

         (b)      show a true and fair view of the  financial  position  and the
                  performance  of the Vendors in respect of the 30 Day Challenge
                  Business for the financial period ended on the Accounts Date.

4.2      TAXES AND DUTIES

         (a)      All taxation returns, reports and other information in respect
                  of the 30 Day  Challenge  Business  required to be made by the
                  Vendors  have been,  and all returns  have been made with true
                  and full disclosure of relevant matters.

         (b)      Any Taxes or duty  payable by the Vendors in respect of the 30
                  Day Challenge Business at or before the Accounts Date has been
                  paid or provided for in the Accounts.

         (c)      All amounts required to be deducted, withheld or remitted to a
                  taxation authority in respect of the 30 Day Challenge Business
                  have been so deducted, remitted or withheld.

         (d)      During  the  period  of three  years  prior to the date of the
                  Agreement, there have been no material adverse reports made by
                  accountants   or  by  financial  or   management   consultants
                  concerning  the Vendors or the whole or a substantial  part of
                  the 30 Day Challenge Business.


                                      -32-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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4.3      NO TAX PROCEEDINGS

         For the last three years, in respect of the 30 Day Challenge  Business,
         the Vendors:

         (a)      have not lodged a private ruling request;

         (b)      are not and have not been the subject of any Tax audit;

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

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

         (e)      have  not  made  any  agreement  with  or  undertaking  to any
                  Government Agency for Taxes,

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

4.4      AGREEMENTS FOR EXTENSION OF TIME

         The Vendors  have not entered  into any  agreement  which now or in the
         future may extend the period of  assessment  or collection of any Taxes
         in respect of the 30 Day Challenge Business.

4.5      STAMP DUTY

         All  documents to which the Vendors are a party or may be interested in
         the enforcement of, in respect of the 30 Day Challenge  Business,  have
         been properly stamped under applicable stamp duty Legislation.

4.6      LIABILITIES

         All  liabilities  of the  Vendors in  respect  of the 30 Day  Challenge
         Business,   whether  actual  or  contingent  (LIABILITIES)  as  at  the
         Completion  Date have arisen and where due and payable,  have been paid
         in the ordinary course of business.

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

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

         (a)      the Vendors have  conducted  (and will  continue to conduct to
                  the  Completion  Date)  the  30  Day  Challenge   Business  in
                  accordance  with all Laws and in the ordinary and usual course
                  so as to  maintain  it as a going  concern and in a proper and
                  efficient manner;

         (b)      there has been no material adverse change affecting the 30 Day
                  Challenge Business or the Business Assets, or the financial or
                  trading  position of the Vendors as compared with the position
                  disclosed by the Accounts;

         (c)      the Vendors have  maintained and will continue to maintain the
                  30 Day  Challenge  Business  intact and as a going concern and
                  preserved  and  continue  to  preserve  the  goodwill of their
                  suppliers,  employees,  customers and others having commercial
                  dealings with the 30 Day Challenge Business;

         (d)      the Vendors have not  introduced  and will not  introduce  any
                  method of  management  or operation  for the 30 Day  Challenge
                  Business  except in a manner  consistent  with prior practice;
                  and

                                      -33-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------


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

6.       ASSETS
--------------------------------------------------------------------------------

         All the Business  Assets used in the 30 Day  Challenge  Business are or
         will be on Completion, or unconditional  arrangements have been entered
         into to ensure that they will be:

         (a)      fully  paid for or the  subject  of a lease  or hire  purchase
                  agreement or agreement  for purchase on deferred  terms or, in
                  the case of goods in transit,  subject to  specific  agreement
                  with the relevant supplier, on normal commercial terms;

         (b)      in the possession or under the control of the Vendors;

         (c)      used solely by the Vendors; and

         (d)      subject to paragraph 6.1(a),  the absolute property of Vendors
                  free of all Encumbrances and other third party rights.

7.       TRADING
--------------------------------------------------------------------------------

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

         (b)      Neither  Marillion  nor  Dale  is a  party  to  any  agreement
                  relating  to the 30 Day  Challenge  Business  or the  Business
                  Assets  which will  continue  in effect  after the  Completion
                  Date:

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

                  (ii)     which  requires  the  Vendors or the Company to share
                           the  profits of the 30 Day  Challenge  Business or to
                           pay any  royalties  relating to the 30 Day  Challenge
                           Business or to waive or abandon  any rights  relating
                           to the 30 Day  Challenge  Business  to which they are
                           entitled; or

                  (iii)    which:

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

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

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

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

                                      -34-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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8.       INTELLECTUAL PROPERTY RIGHTS
--------------------------------------------------------------------------------

8.1      OWNERSHIP AND ENTITLEMENT TO USE

         (a)      The Vendors are the absolute  legal and  beneficial  owners or
                  registered proprietors of, or applicants in respect of, the 30
                  Day  Challenge  Business   Intellectual   Property  listed  in
                  Schedule  3 free and clear of all  Encumbrances,  third  party
                  rights and Claims.

         (b)      The conduct of the 30 Day  Challenge  Business does not breach
                  or  infringe  any  Intellectual  Property  Rights,  rights  of
                  confidentiality,  or moral  rights of any third  party,  where
                  such  breach  or  infringement  will have a  Material  Adverse
                  Effect.

         (c)      The use of the 30 Day Challenge Business Intellectual Property
                  does not breach or infringe any Intellectual  Property Rights,
                  rights of confidentiality, or moral rights of any third party,
                  where such breach or infringement will have a Material Adverse
                  Effect on the 30 Day Challenge Business.

         (d)      The  Vendors  have  the  exclusive  and  unfettered  right  to
                  exploit,  grant  licences and  otherwise  deal with the 30 Day
                  Challenge Business Intellectual Property.

8.2      LIST COMPLETE

         The Vendors do not own or use any material Intellectual Property Rights
         in  the 30 Day  Challenge  Business  other  than  the 30 Day  Challenge
         Business Intellectual Property.

8.3      NO THIRD PARTY RIGHTS

         No person has any right to use or may benefit from any 30 Day Challenge
         Business Intellectual Property, other than the Vendors or a licensor of
         the 30 Day Challenge Business Intellectual Property.

8.4      REGISTRATION

         All the 30 Day Challenge  Business  Intellectual  Property owned by the
         Vendors which are either  capable of  registration  or capable of being
         recorded or required to be  registered or recorded,  are  registered in
         the name of the Vendors and are current and not liable to be  cancelled
         or expunged.

8.5      NON-COMPETITION

         (a)      To the  knowledge of the  Vendors,  none of the Vendors or the
                  officers and  employees  of the Vendors is, at the  Completion
                  Date  whether  solely  or  jointly  with any  other  person or
                  persons,  directly or  indirectly,  and whether as  principal,
                  agent, director,  executive officer,  employee,  shareholders,
                  partner,  joint  venturer,  adviser,  consultant or otherwise,
                  engaged in any other  business or concerned or  interested  in
                  any  way in any  other  business  of a  similar  nature  to or
                  competitive with that carried on by the Vendors.

         (b)      To the  knowledge of the  Vendors,  none of the Vendors or the
                  officers  and  employees  of  the  Vendors,   holds,   at  the
                  Completion  Date  whether  solely  or  jointly  with any other
                  person or  persons,  directly  or  indirectly,  and whether as
                  principal,  agent,  director,   executive  officer,  employee,
                  shareholders,  partner, joint venturer, adviser, consultant or
                  otherwise, any Intellectual Property Rights that are identical
                  or  substantially  similar  to the 30 Day  Challenge  Business
                  Intellectual Property.

                                      -35-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

8.6      SUFFICIENCY

         The 30 Day Challenge  Business  Intellectual  Property comprise all the
         Intellectual  Property Rights  necessary,  convenient or useful for the
         carrying on of the 30 Day Challenge  Business fully and  effectively in
         and to the extent to which it is presently conducted.

8.7      PROCEEDINGS

         (a)      No oppositions,  cancellation actions, proceedings,  Claims or
                  complaints  have been brought or threatened by any third party
                  or any  Government  Agency in relation to the 30 Day Challenge
                  Business Intellectual Property.

         (b)      The Vendors  have not entered  into any  settlement,  release,
                  co-existence  or  other  agreement,  and  there  are no  other
                  circumstances  (including an injunction,  undertaking or court
                  order) that might  reasonably be expected to adversely  affect
                  the  Vendors'  rights to use,  enforce or assign any of the 30
                  Day Challenge Business Intellectual Property.

8.8      COMPLIANCE

         All  steps  have  been  taken   diligently  for  the   prosecution  and
         maintenance of registrations  and applications in respect of the 30 Day
         Challenge Business  Intellectual Property and all steps have been taken
         diligently for the  maintenance  and protection of  unregistered 30 Day
         Challenge Business Intellectual Property.

8.9      TRADE SECRET

         No trade secret or other  confidential  information  included in the 30
         Day Challenge Business Intellectual Property has been disclosed or made
         available to any third party except in the ordinary  course of business
         and subject to a binding  obligation of  confidentiality on the part of
         the recipient.

8.10     BUSINESS NAMES AND DOMAIN NAMES

         (a)      The  Vendors  do not  carry on the 30 Day  Challenge  Business
                  under any name other than its  corporate  name or the Business
                  Names listed in Schedule 3.

         (b)      All  registrations  of such Business  Names are in the name of
                  the Vendors and are current.

         (c)      The  Vendors  are  validly  licensed to use each of the Domain
                  Names the subject of the Domain Name licences.

         (d)      The Domain Name licences are  transferable  to the Company and
                  are in good standing.

         (e)      All Domain  Names used in the 30 Day  Challenge  Business  are
                  listed in Item 1 of Schedule 3.

8.11     INTERNET PRODUCTS

         (a)      The  Internet  Products  are free  from  material  defects  in
                  materials and workmanship.

         (b)      The  Internet   Products  do  not  infringe  the  Intellectual
                  Property Rights of any third parties or constitute a breach of
                  any agreement with any other person;

         (c)      The  Internet  Products  will not,  in their  use or  intended
                  operation,  infringe the  Intellectual  Property Rights of any
                  third parties or constitute a breach of any agreement with any
                  other person.

                                      -36-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
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         (d)      The Internet  Products do not contain any  Malicious  Code (as
                  defined below).

         (e)      The Internet  Products do not breach any obligations under the
                  privacy  Laws and will not, in the course of their  operation,
                  be in breach of those obligations.

         (f)      The  Internet  Products  have  not,  as at  the  date  of  the
                  execution  of this  Agreement,  been used for, nor at any time
                  prior to the Completion Date will they be used for:

                  (i)      illegal, fraudulent or defamatory purposes;

                  (ii)     the bulk transmission of unsolicited emails;

                  (iii)    the  sending  of  harassing,   obscene,  indecent  or
                           offensive emails;

                  (iv)     the transmission of any Malicious Code;

                  (v)      procuring  unauthorised  access to any other computer
                           accessible through the internet; and

                  (vi)     the   reproduction,    distribution,    transmission,
                           exploitation  or  publication  of any  material  that
                           constitutes  an  infringement  of  any   Intellectual
                           Property Rights of a third party.

         (g)      No oppositions,  cancellation actions, proceedings,  Claims or
                  complaints  have been brought or threatened by any third party
                  or any Government Agency in relation to the Internet Products.

         (h)      The Vendors  have not entered  into any  settlement,  release,
                  co-existence  or  other  agreement,  and  there  are no  other
                  circumstances  (including an injunction,  undertaking or court
                  order) that might  reasonably be expected to adversely  affect
                  the  Vendors'  rights to use,  enforce  or  assign  any of the
                  Internet Products.

         MALICIOUS CODE means any computer  program,  code,  device or component
         that  is  designed  or may in the  ordinary  course  of its  operation,
         prevent, inhibit or impair the performance of an end user's system.

9.       CONTRACTS
--------------------------------------------------------------------------------

9.1      MATERIAL CONTRACTS

         The Contracts  comprise all  agreements  and deeds to which the Vendors
         are a party or  otherwise  subject in  respect of the 30 Day  Challenge
         Business which:

         (a)      involve  or  are  likely  to  involve  expenditure  and  other
                  liabilities  of the 30 Day  Challenge  Business  in  excess of
                  $50,000;

         (b)      are incapable of being fulfilled or performed within 12 months
                  from the Completion Date; or

         (c)      are material to or  necessary  for the conduct or operation of
                  the 30 Day Challenge Business.

9.2      GENERAL ISSUES

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

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

                                      -37-
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30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

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

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

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

9.3      NO RESTRICTIVE COVENANTS

         To the  knowledge  of the  Vendors,  the Vendors are not a party to any
         material  agreement which materially  restricts their freedom to engage
         in any activity or business in any area.

9.4      NO DEFAULT

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

9.5      NO NOTICES

         The Vendors  have not  received  any notice  which might  affect any of
         their rights or the exercise of any rights by the Vendors in respect of
         any Contract.

9.6      ASSIGNMENT

         The  Vendors  have not at any time  assigned or  otherwise  disposed of
         their  interests in any Contract to which they were a party or may have
         been bound so that they have continuing liabilities.

9.7      NO OUTSTANDING OFFER

         No outstanding offer, tender or quotation has been given or made by the
         Vendors in relation to the 30 Day Challenge Business that is capable of
         giving  rise to a  contract  merely  by any  unilateral  act of a third
         party.

9.8      NO POWER OF ATTORNEY

         No power of  attorney  given by the  Vendors in  relation to the 30 Day
         Challenge  Business  or the  Business  Assets is in force,  other  than
         authorities under which officers, employees or agents may carry out the
         30 Day Challenge Business in the ordinary course.

9.9      NO MATERIAL ADVERSE EFFECT

         Except for a condition  or warranty  implied by Law or contained in its
         standard  terms  of  business,  the  Vendors  in  connection  with  the
         operation of the 30 Day  Challenge  Business have not given a condition
         or warranty, or made a representation,  in respect of goods or services
         supplied or agreed to be supplied  by them,  or accepted an  obligation
         that could give rise to a Liability  after the goods or  services  have
         been  supplied by them,  that will,  or would  reasonably  be likely to
         have, a Material Adverse Effect.

9.10     TERMINATION

         No party to any  Contract is entitled or likely as a result of a change
         in ownership of the 30 Day Challenge Business or Business Assets to:

         (a)      terminate the Contract;

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

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

                                      -38-
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10.      COMPLIANCE WITH LEGISLATION
--------------------------------------------------------------------------------

10.1     RESTRICTIVE TRADE PRACTICES

         To the  knowledge of the Vendors,  neither of the Vendors is a party to
         any agreement,  contract,  arrangement or understanding whether legally
         enforceable or not in respect of the 30 Day Challenge  Business,  which
         is in breach of any restrictive trade practices Legislation and has not
         engaged in any conduct or practice in breach of that Legislation.

10.2     LICENCES OBTAINED

         The  Vendors  have  all  necessary  licences,  consents,   permissions,
         authorities  and  permits  required  to  conduct  the 30 Day  Challenge
         Business  and have paid all fees due in relation  to them and  complied
         with all conditions under them.

11.      BUSINESS ASSETS
--------------------------------------------------------------------------------

         (a)      Upon Completion the Company will own, or have the right to use
                  (on terms no less  favourable  to the  Company  than the terms
                  applicable prior to Completion), all of the Business Assets.

         (b)      Copies of any bill of sale or any hiring or leasing agreement,
                  hire purchase agreement, credit or conditional sale agreement,
                  agreement  for payment on deferred  terms or any other similar
                  agreement used in or relating to the 30 Day Challenge Business
                  are contained in the Disclosure Statement.

         (c)      The  Vendors  in the course of the 30 Day  Challenge  Business
                  have not supplied,  or agreed to supply, goods that have been,
                  or will be,  defective or that fail,  or will fail,  to comply
                  with their terms of sale.

         (d)      No goods in a state  ready for  supply by the  Vendors  in the
                  course  of the 30 Day  Challenge  Business  are,  or will  be,
                  defective or will fail to comply with terms of sale similar to
                  terms of sale on which similar goods have previously been sold
                  by the Vendors.

         (e)      Prior to the  Completion  Date,  the Vendors  have not done or
                  omitted  to do  any  act  which  would  adversely  affect  the
                  Goodwill.

12.      LITIGATION
--------------------------------------------------------------------------------

12.1     NO LITIGATION PENDING OR THREATENED

         As  far  as the  Vendors  are  aware,  no  investigation,  prosecution,
         litigation,  proceeding  or any  other  form of  mediation  or  dispute
         resolution  is pending or  threatened  regarding  the  Vendors  nor any
         person for whom they are or may be liable.

12.2     NO CIRCUMSTANCES

         To the knowledge of the Vendors, there are no circumstances which might
         give rise to any investigation,  prosecution, litigation, proceeding or
         any other form of mediation regarding the 30 Day Challenge Business.

12.3     OUTSTANDING SETTLEMENTS

         (a)      There  are no  outstanding  settlements,  judgments,  decrees,
                  awards,   orders,   or   other   decisions   of   any   court,
                  quasi-judicial   body  or  Government  Agency  (including  any
                  competition  authority) made against the Vendors that will, or

                                      -39-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

                  would  reasonably be likely to, have a Material Adverse Effect
                  on the 30 Day Challenge Business.

(b)               In relation to the 30 Day Challenge  Business the Vendors have
                  not given an undertaking or written assurance (whether legally
                  binding or not) to any court or Government  Agency  (including
                  any  competition  authority)  under any  anti-trust or similar
                  Legislation in any jurisdiction.

12.4     NO OFFENCE OR BREACH

         To the  knowledge of the Vendors,  neither the Vendors nor any of their
         officers have in conducting the 30 Day Challenge Business committed any
         criminal  offence  or any tort or any  breach  of the  requirements  or
         conditions of any Law or any breach of any other party's  rights or any
         other legal requirement  relating to the Vendors, the conduct of the 30
         Day Challenge Business or use of the Business Assets.

13.      INSOLVENCY
--------------------------------------------------------------------------------

13.1     NO LIQUIDATION OR WINDING-UP

         Marillion  has  not  gone  into  liquidation  or  passed  a  winding-up
         resolution or commenced steps for winding up or dissolution or received
         a  deregistration   notice  or  applied  for  deregistration  or  other
         analogous process under the Laws of Australia.

13.2     NO PETITION

         No petition or other process for winding-up has been presented  against
         Marillion   and  to  the   knowledge  of  the  Vendors   there  are  no
         circumstances justifying a petition or other process.

13.3     NO WRIT OF EXECUTION

         No writ of execution has been issued against  Marillion or the property
         of Marillion or the Business Assets and to the knowledge of the Vendors
         there are no circumstances justifying a writ.

13.4     NO RECEIVER

         No receiver or official  manager has been  appointed  in respect of the
         whole or any part of the Business  Assets or  undertaking of the 30 Day
         Challenge  Business,  and no such appointment has been threatened or is
         envisaged  by the Vendors,  and no judgment  has been  obtained nor any
         execution  or process of any court or other  authority  has been issued
         against or been levied or enforced  upon the Vendors,  partly or wholly
         in respect of all or any part of the 30 Day  Challenge  Business or the
         Business Assets.

13.5     SOLVENCY

         Marillion:

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

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

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

                                      -40-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

14.      INSURANCE
--------------------------------------------------------------------------------

         The Vendors have not procured and do not hold any policies of insurance
         in respect of the 30 Day Challenge Business.

15.      EMPLOYEES
--------------------------------------------------------------------------------
         The  Vendor  has not  engaged  and there  are  currently  no  employees
         employed by the 30 Day Challenge Business.

16.      ENCUMBRANCES
--------------------------------------------------------------------------------

         Except as disclosed in the Accounts:

         (a)      the Vendors have not granted or created, or agreed to grant or
                  create,  any  guarantees,  letters  of  comfort,  indemnities,
                  finance  leases,  hire purchase  agreements or Encumbrances in
                  respect  of the  30 Day  Challenge  Business  or the  Business
                  Assets,  and will not at  Completion be a party to loans which
                  are currently in force or outstanding;

         (b)      no person has given any  guarantee  or  security  to any other
                  person for any  Liability  of the Vendors in respect of the 30
                  Day Challenge Business or the Business Assets;

         (c)      there  are  no  loans,   guarantees,   material  undertakings,
                  material commitments on capital account or unusual liabilities
                  given,  made or  incurred  by or on behalf of the  Vendors  in
                  respect  of the  30 Day  Challenge  Business  or the  Business
                  Assets; and

         (d)      at  Completion,   there  are  no  amounts  outstanding  and/or
                  appearing  in  the  books  of the  Vendors  as  loan  accounts
                  repayable  (or as  amounts  otherwise  due) to the  Vendors in
                  respect  of the  30 Day  Challenge  Business  or the  Business
                  Assets.

17.      RECORDS
--------------------------------------------------------------------------------

         (a)      The Records:

                  (i)      are  complete,  correct  and  not  misleading  in all
                           material respects;

                  (ii)     have been fully and properly maintained;

                  (iii)    give  a  true   and   fair   view   of  the   trading
                           transactions,  financial and contractual  position of
                           the 30 Day  Challenge  Business and of its assets and
                           liabilities; and

                  (iv)     so  far  as  is  relevant,   have  been  prepared  in
                           accordance  with  applicable  Laws and the Accounting
                           Standards.

(b)               Any Records  retained  by the Vendors  will not be utilised by
                  the  Vendors in any way that would  materially  prejudice  the
                  benefit of the Business Assets sold to the Company pursuant to
                  this Agreement.

                                      -41-
<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------

18.      ACCURACY OF INFORMATION
--------------------------------------------------------------------------------

18.1     DISCLOSURE

         All information  given by or on behalf of the Vendors or their advisers
         to the Company or its advisers in respect of the Vendors and the 30 Day
         Challenge Business is accurate and not misleading.

18.2     INFORMATION PROVIDED

         At as the Completion  Date, the Vendors are not aware of any materially
         adverse  information  relating to the Vendors and the 30 Day  Challenge
         Business  that has not been made  available  to the Company  before the
         Completion Date.

19.      SECURITY INTERESTS
--------------------------------------------------------------------------------

         Except as disclosed in the Accounts:

         (a)      the Vendors have not granted or created, or agreed to grant or
                  create,  any  guarantees,  letters  of  comfort,  indemnities,
                  finance   leases,   hire   purchase   agreements  or  Security
                  Interests,  and  will  not at  Completion  be a party to loans
                  which are currently in force or outstanding;

         (b)      no person has given any  guarantee  or  security  to any other
                  person for any  Liability  of the Vendors in respect of the 30
                  Day Challenge Business;

         (c)      there  are  no  loans,   guarantees,   material  undertakings,
                  material commitments on capital account or unusual liabilities
                  given,  made or  incurred  by or on behalf of the  Vendors  in
                  respect of the 30 Day Challenge Business; and

         (d)      at  Completion,   there  are  no  amounts  outstanding  and/or
                  appearing  in the books of the 30 Day  Challenge  Business  as
                  loan accounts  repayable (or as amounts  otherwise due) to the
                  Vendors.

20.      RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

20.1     ARM'S LENGTH TERMS

         Any contract,  arrangement or understanding between the Vendors and any
         related party, partner or officer of the Vendors is on terms that would
         be reasonable in the circumstances if the relevant parties were dealing
         at arm's length and on commercial terms.

20.2     SHAREHOLDER AND INTER-COMPANY LOANS

         At Completion,  no outstanding  loan or other form of debt or financial
         accommodation  or Security  Interest will exist which has been provided
         or agreed to be provided  between  the  Vendors and any related  party,
         partner or officer of the Vendors.




                                      -42-
<PAGE>

30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------


                                   SCHEDULE 3
                     30 DAY CHALLENGE INTELLECTUAL PROPERTY



ITEM 1:            BUSINESS NAMES
                   30 Day Challenge


ITEM 2:            TRADE MARKS
                   Nil


ITEM 3:            PATENTS
                   Nil


ITEM 4:            DOMAIN NAMES
                   HTTP://WWW.30DC.TV
                   ------------------
                   HTTP://WWW.30DCFB.COM
                   ---------------------
                   HTTP://WWW.30DCINC.BIZ
                   ----------------------
                   HTTP://WWW.30DCINC.CO.UK
                   ------------------------
                   HTTP://WWW.30DCINC.COM
                   ----------------------
                   HTTP://WWW.30DCINC.MOBI
                   -----------------------
                   HTTP://WWW.30DCINC.NET
                   ----------------------
                   HTTP://WWW.30DCINC.ORG
                   ----------------------
                   HTTP://WWW.30DCINC.ORG.UK
                   -------------------------
                   HTTP://WWW.30DCINC.TV
                   ---------------------
                   HTTP://WWW.30DCINC.US
                   ---------------------
                   HTTP://WWW.30DCLLC.COM
                   ----------------------
                   HTTP://WWW.30DCPLUS.COM
                   -----------------------
                   HTTP://WWW.DOMINICHE.COM
                   ------------------------
                   HTTP://WWW.NICHEMOGUL.COM
                   -------------------------
                   HTTP://WWW.SELLING-YOUR-WEBSITE.COM
                   -----------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.BIZ
                   ---------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.CO.UK
                   -----------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.COM
                   ---------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.ME
                   --------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.MOBI
                   ----------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.ORG.UK
                   ------------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.TV
                   --------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGE.US
                   --------------------------------
                   HTTP://WWW.THIRTYDAYCHALLENGEPLUS.COM
                   -------------------------------------
                   HTTP://WWW.VREMAGNATE.COM
                   -------------------------
                   HTTP://WWW.VREMOGUL.COM (WEBSITES)
                   -----------------------

<PAGE>
30 DAY CHALLENGE BUSINESS AND ASSETS ACQUISITION AGREEMENT          HWL EBSWORTH
--------------------------------------------------------------------------------



                                   SCHEDULE 4
                                INTERNET PRODUCTS



         1.       The Websites (refer to Schedule 3);

         2        Files and source code associated with the Websites;

         3.       Operating software associated with the Websites and the 30 Day
                  Challenge Business;

         4.       Email addresses associated with the Websites; and

         5.       Rights to use the website and  autoresponder  copy  associated
                  with the Websites.



<PAGE>



                                   SCHEDULE 5
                              DISCLOSURE STATEMENT

Nil


<PAGE>

                                   SCHEDULE 6
                                 CUSTOMER LISTS



         1.       Customer  and  prospect  email  lists   associated   with  the
                  Websites; and

         2.       Email addresses associated with the 30 Day Challenge Business.




<PAGE>



                                   SCHEDULE 7
                               ASSUMED LIABILITIES

Trade Creditors:

Nil


<PAGE>



                                   SCHEDULE 8
                                    CONTRACTS



         1.       Contracts  evidencing  the  rights of the  Vendors  to use the
                  website and autoresponder copy associated with the Websites;

         2.       Revenue and expense operating accounts and contracts including
                  PayPal; and

         3.       Contracts  evidencing the rights of the Vendors to operate the
                  Websites.


<PAGE>



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by    )
its authorised officer:                      )   ..............................
                                                   Director


                                                   ............................
                                                   (Print) Full Name




SIGNED SEALED AND DELIVERED for and on behalf of      )
MARILLION PARTNERSHIP by:                             )



.................................      ..........................................
Partner                               Partner

.................................      ..........................................
Name (please Print)                   Name (please Print)




SIGNED by EDWARD WELLS DALE in          )
the presence of:                        )




.................................      ..........................................
Signature of Witness                  Signature of EDWARD WELLS DALE

.................................      ..........................................
(Print) Name of Witness               Address



<PAGE>



                                   ANNEXURE A
                                    ACCOUNTS


<PAGE>






















                                   ANNEXURE B
                      ED DALE EXECUTIVE SERVICES AGREEMENT

<PAGE>









EXECUTIVE SERVICES AGREEMENT







30DC, INC.


and


EDWARD WELLS DALE











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

WWW.HWLEBSWORTH.COM.AU













<PAGE>
<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS


<S>      <C>                                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION......................................................................1

         1.1      DEFINITIONS................................................................................1
         1.2      INTERPRETATION.............................................................................2

2.       ENGAGEMENT AND PLACE OF WORK........................................................................3

         2.1      ENGAGEMENT.................................................................................3
         2.2      PRINCIPAL PLACE OF WORK....................................................................4

3.       COMMENCEMENT........................................................................................4

4.       REMUNERATION AND REVIEW.............................................................................4

         4.1      REMUNERATION...............................................................................4
         4.2      PERFORMANCE BONUS..........................................................................4
         4.3      REVIEW.....................................................................................4

5.       EXPENSES AND OTHER ENTITLEMENTS.....................................................................5

         5.1      EXPENSES...................................................................................5
         5.2      OTHER ENTITLEMENTS.........................................................................5
         5.3      ENTITLEMENT OF THE EXECUTIVE ON THE OCCURRENCE OF A TAKEOVER EVENT OR TRADE SALE...........5

6.       RESPONSIBILITIES AND DUTIES.........................................................................6

7.       LEAVE...............................................................................................7

         7.1      ANNUAL LEAVE...............................................................................7
         7.2      PAID PERSONAL/CARER'S LEAVE................................................................7
         7.3      PUBLIC HOLIDAYS............................................................................8
         7.4      UNPAID CARER'S LEAVE.......................................................................8
         7.5      UNPAID PARENTAL LEAVE......................................................................8
         7.6      COMPASSIONATE LEAVE........................................................................8
         7.7      LONG SERVICE LEAVE.........................................................................8
         7.8      DISCRETIONARY LEAVE........................................................................8
         7.9      ACCIDENT COMPENSATION LEAVE................................................................9

8.       POLICIES AND PROCEDURES.............................................................................9

9.       INTELLECTUAL PROPERTY...............................................................................9

10.      CONFIDENTIALITY....................................................................................10

11.      CONFLICT OF INTEREST...............................................................................10

12.      TERMINATION........................................................................................11

         12.1     RESTRICTION ON TERMINATION................................................................11
         12.2     BY THE COMPANY WITHOUT NOTICE.............................................................11
         12.3     BY THE COMPANY WITH NOTICE................................................................11
         12.4     BY THE EXECUTIVE WITH NOTICE..............................................................11
         12.5     CONSEQUENCES OF TERMINATION...............................................................12
         12.6     BOARD REACTION TO TERMINATION.............................................................12
         12.7     RETURN OF COMPANY PROPERTY................................................................12

<PAGE>

13.      REAPPOINTMENT......................................................................................13

         13.1     REAPPOINTMENT.............................................................................13
         13.2     FURTHER AGREEMENT.........................................................................13

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE.........................................................13

         14.1     DISPUTE...................................................................................13
         14.2     NOTICE OF DISPUTE.........................................................................13
         14.3     DISPUTE RESOLUTION........................................................................13

15.      NOTICES............................................................................................14

16.      GENERAL PROVISIONS.................................................................................15

         16.1     GOVERNING LAW.............................................................................15
         16.2     ENTIRE AGREEMENT..........................................................................15
         16.3     NO RELIANCE...............................................................................15
         16.4     NO WAIVER.................................................................................15
         16.5     SEVERABILITY..............................................................................15
         16.6     BINDING NATURE............................................................................15
         16.7     NO VARIATION..............................................................................15
         16.8     NO ASSIGNMENT.............................................................................15
         16.9     COUNTERPARTS..............................................................................15
         16.10    EXTENT THAT THE LAW PERMITS...............................................................16
         16.11    SPECIFIC PERFORMANCE......................................................................16
         16.12    CUMULATIVE RIGHTS.........................................................................16


SCHEDULE................................................................................................... 17
</TABLE>



<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


EXECUTIVE SERVICES AGREEMENT


DATE                       19 June 2009
--------------------------

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

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


                                                                       (COMPANY)

                           EDWARD WELLS DALE of 69 Ardmillan Road, Moonee Ponds,
                           Victoria, Australia

                                                                     (EXECUTIVE)


BACKGROUND
--------------------------

                           A.       The Company offers the Executive  employment
                                    on the terms and  conditions set out in this
                                    Agreement.

                           B.       The Executive  wishes to accept the offer of
                                    employment  on the  terms  set  out in  this
                                    Agreement.

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

AGREEMENT

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

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

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

         30DC GROUP  means the  businesses  and  entities  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

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

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

                                      -1-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule;

         CONFIDENTIAL INFORMATION has the meaning given in clause 10(a);

         EMPLOYMENT means the employment of the Executive under this Agreement;

         EMPLOYMENT COST means the remuneration  package,  including the Salary,
         non salary  payments and benefits (for the avoidance of doubt this does
         not  include  performance-based  bonuses  referred  to in  clause  4.2)
         provided to the Executive in  accordance  with clauses 4 and 5 includes
         any applicable  taxation  payable on the components of the remuneration
         package (whether income tax, fringe benefits tax or otherwise), set out
         in Item 6 of the Schedule;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" and "Pop the Top", owned and operated by the Company;

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

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         SALARY means the amount set out in Item 5 of the Schedule; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Executive will:

         (a)      be employed by the Company in the position of Chief  Executive
                  Officer of the  Company,  and will  continue to be so employed
                  for the Term unless the  Employment  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      serve  the  Company  as Chief  Executive  Officer  under  this
                  Agreement  with  responsibility  for  planning,  directing and
                  controlling  the  operations  of the  Company in line with the
                  strategy  agreed  by the  Board  and in  accordance  with  the
                  authority delegated to him by the Board from time to time. The
                  Executive's key areas of responsibility  are set out in Item 4
                  of the Schedule to this Agreement;

                                      -3-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (c)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with his position; and

         (d)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Executive  shall perform
         the  Employment  at the  Principal  Place of Work or such  other  place
         nominated  by  him  provided  he is  able  to  perform  his  duties  as
         determined by the Board.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Executive will commence work on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the  Employment  Cost to the Executive as
                  remuneration for his services.

         (b)      The  Employment  Cost  will  comprise  the  Salary  and  other
                  entitlements  as set out in clause 5.2 and shall  otherwise be
                  adjusted in accordance with this Agreement.

         (c)      Subject to clause  4.1(d),  the Executive  will be entitled to
                  receive the Employment  Cost wholly by way of salary or partly
                  by way of salary and partly by way of such other  benefits  as
                  the Company may lawfully  provide to him, as the Executive may
                  elect  from  time to time  consistent  with the  policy of the
                  Company  on  such  matters,  provided  that  the  cost  to the
                  Company,  including any applicable  fringe  benefits tax, does
                  not exceed the Employment Cost.

         (d)      The  Salary  will be paid to the  Executive  by equal  monthly
                  instalments  on the  15th day of each  Month  or as  otherwise
                  agreed.

         (e)      The Executive's  remuneration including the Employment Cost is
                  compensation  to the Executive for all time worked or time off
                  in lieu of time worked, as such, the Executive is not entitled
                  to additional payment for Reasonable  Additional Hours worked,
                  or time off in lieu of Reasonable Additional Hours worked.

4.2      PERFORMANCE BONUS

         In addition to the  Employment  Cost,  the Board and the Executive will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 7 of the
         Schedule.

4.3      REVIEW

         (a)      The Executive's  remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Employment  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Executive,   the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Executive, the remuneration available in the workforce outside
                  the  30DC  Group  for  persons   with   responsibilities   and
                  experience  equivalent  to  those  of the  Executive  and  the
                  benefits  which have accrued and will accrue to the  Executive


                                      -4-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


                  under this  Agreement.  At each review the Employment Cost may
                  be increased by such amount as the Board may determine and any
                  such increase  will take effect on the date  determined by the
                  Board.

         (b)      The  Executive  may, at any time in writing,  request that the
                  Employment  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Employment  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Employment  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Employment Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements  provided to the Executive arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Executive  to  alter  the  terms  of the
                  Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      EXPENSES

         The Company will  reimburse the Executive for all  reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred  by him in the  performance  of his duties
         provided that the Executive  must produce to the Board such records and
         receipts  verifying those expenses as the Board may reasonably  request
         in  accordance  with the  Company's  policy in this regard from time to
         time.

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way,  the  Executive  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the  Executive in the  performance  of his duties  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE EXECUTIVE ON THE  OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                                      -5-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company, during the Term.

         (b)      Notwithstanding the provisions of clause 12.1, if a Trade Sale
                  or a Takeover  Event  occurs and the  Executive is required to
                  resign as Chief  Executive  Officer  of the  Company  and this
                  Agreement is effectively  terminated,  then in addition to any
                  other entitlements due to the Executive in accordance with the
                  terms of this Agreement, the Executive will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that, if the Employment  had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Executive  because  of  the
                           Employment continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Salary.

6.       RESPONSIBILITIES AND DUTIES
--------------------------------------------------------------------------------

         (a)      During the course of the Employment, the Executive:

                  (i)      will  carry  out  the  duties   appropriate   to  his
                           appointment  as  Chief  Executive  Officer  and in so
                           doing he must use his best  endeavours to further the
                           prosperity  and enhance the reputation of the Company
                           and the 30DC  Group and must  comply  with all lawful
                           orders and instructions given to him by the Board;

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Executive  from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause; and

                  (iii)    may,  with the prior  written  consent  of the Board,
                           accept   appointments   as  a   director   of   other
                           corporations  and to the  boards  of  committees  and
                           charities and devote such time as may be necessary to
                           these  activities  on such  terms  as the  Board  may
                           agree.

         (b)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Employment
                  the Executive  must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably necessary to his duties and responsibilities and to
                  the business of the 30DC Group.

         (c)      The Executive acknowledges that:

                  (i)      the  Employment  Cost  includes a  provision  for the
                           Reasonable  Additional  Hours which the Executive may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

                                      -6-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (d)      The Executive  must  undertake such travel during the
                           course  of  the   Employment   as  the   Company  may
                           reasonably require from time to time.

                  (e)      In addition  to the above  provisions  the  Executive
                           must:

                           (i)      carry   out  all   lawful   and   reasonable
                                    instructions  given to the  Executive by the
                                    Board in relation to the Employment;

                           (ii)     serve  the   Company   and  the  30DC  Group
                                    faithfully,  efficiently  and diligently and
                                    exercise  all  due  care  and  skill  in the
                                    performance of the Executive's duties;

                           (iii)    refrain from acting or giving the appearance
                                    of acting  contrary to the  interests of the
                                    Company and the 30DC Group;

                           (iv)     not  solicit  or  attempt  to  persuade  any
                                    clients of the Company and the 30DC Group to
                                    use the services of any other business;

                           (v)      keep  confidential  all raw data  and  trade
                                    secrets the  Executive  acquires  during the
                                    Employment  with  the  Company  and the 30DC
                                    Group,    including   techniques,    product
                                    information,  client  lists  and  any  other
                                    information  which  is  confidential  to the
                                    Company and the 30DC Group; and

                           (vi)     carry  out  any  other   duties   reasonably
                                    required  by the  Company and the 30DC Group
                                    to the best of the  Executive's  skills  and
                                    abilities.

         (f)      Where appropriate,  the Executive may be required to undertake
                  training as arranged by the Company and the 30DC Group for the
                  acquisition  of a broader range of skills and  competence  and
                  the better performance of the Executive's duties.

         (g)      Each of the Company and the  Executive  will act towards  each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       LEAVE
--------------------------------------------------------------------------------

7.1      ANNUAL LEAVE

         (a)      The Executive  shall be entitled to 20 working days'  holidays
                  in each  calendar  year (in  addition  to the usual  public or
                  statutory  holidays)  to be  taken  at such  times as shall be
                  agreed between the Executive and the Company.

         (b)      Annual leave accrues every four weeks on a pro-rata  basis and
                  is cumulative.

7.2      PAID PERSONAL/CARER'S LEAVE

         (a)      The Executive is entitled to:

                  (i)      accrue an amount of paid personal/carer's  leave, for
                           each completed four-week period of continuous service
                           with the Company, of 1/13 of 20 days of paid personal
                           leave; and

                  (ii)     take an amount of paid personal/carer's  leave if the
                           amount of leave is accrued.

         (b)      Paid  personal  leave  accrues  on a  pro-rata  basis  and  is
                  cumulative.

         (c)      In relation to the accrual in clause 7.2(a)(i),  the Executive
                  will   accrue   this  leave  at  the  rate  of  20  days  paid
                  personal/carer's leave per annum.

                                      -7-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (d)      To be  entitled  to paid  personal  leave  during a period the
                  Executive must:

                  (i)      give the  Company  notice that the  Executive  is (or
                           will be) absent from the Employment during the period
                           because of the Executive's illness or the Executive's
                           injury,  or to care for a member  of the  Executive's
                           immediate  family or  household.  The notice  must be
                           given   to  the   Company   as  soon  as   reasonably
                           practicable; and

                  (ii)     for  periods  of paid  personal/carer's  leave of two
                           days or  more,  provide  the  Company  with  either a
                           medical   certificate   from  a   registered   health
                           practitioner,  or if it is not reasonably practicable
                           for the  Executive  to give  the  Company  a  medical
                           certificate,  a  statutory  declaration  made  by the
                           Executive.

         (e)      If at the time the  Employment  ends the Executive has untaken
                  accrued paid personal leave,  the Executive is not entitled to
                  any payment in respect of that untaken leave.

7.3      PUBLIC HOLIDAYS

         The Executive is entitled to public holidays prescribed by the State of
         Delaware, United States of America and Australia.

7.4      UNPAID CARER'S LEAVE

         (a)      The  Executive  is  entitled  to a period  of up to two  days'
                  unpaid  carer's  leave for each  occasion when a member of the
                  Executive's  immediate  family, or a member of the Executive's
                  household, requires care or support because of:

                  (i)      a personal illness, or injury, of the member; or

                  (ii)     an unexpected emergency affecting the member.

         (b)      Notice of unpaid carer's leave must be given to the Company as
                  soon as reasonably practicable.

7.5      UNPAID PARENTAL LEAVE

         The Executive is entitled to unpaid  parental leave in accordance  with
         the provisions of the laws of the State of Delaware.

7.6      COMPASSIONATE LEAVE

         (a)      The  Executive  is  entitled  to two days' paid leave for each
                  permissible occasion.

         (b)      A permissible occasion is the death, serious injury or serious
                  illness of the Executive's immediate family or a member of the
                  Executive's household.

         (c)      Notice of compassionate  leave must be given to the Company as
                  soon as reasonably practicable.

7.7      LONG SERVICE LEAVE

         The  Executive is entitled to long  service  leave in  accordance  with
         applicable legislation.

7.8      DISCRETIONARY LEAVE

         All leave in addition to the leave entitlements outlined in this clause
         is at the  discretion of the Company,  including as to whether any such
         additional leave, if any, is paid or unpaid.

                                      -8-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

7.9      ACCIDENT COMPENSATION LEAVE

         (a)      In the  event  of a  claim  for  accident  compensation  being
                  brought by the Executive, the Company shall pay the difference
                  between compensation  benefits available under the appropriate
                  State and/or Federal  legislation and the Salary for a maximum
                  period of 52 weeks.  The Executive  may utilise  accrued leave
                  credits for absences beyond the period for which  compensation
                  is made.  Leave without pay may be granted where  entitlements
                  to paid leave have been exhausted.

         (b)      Payments made under clause 7.9(a) shall cease on the date:

                  (i)      on which the Executive is fit to resume duty;

                  (ii)     that the Executive receives a disability benefit from
                           a retirement plan; or

                  (iii)    on which a lump sum redemption is received, whichever
                           comes first.

         (c)      The Executive is obliged to refund any make-up pay received if
                  the Executive receives a settlement sum in a civil claim which
                  specifically compensates the Executive for make-up payments.

8.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  employment  best  practice,  will from time to time  introduce
                  policies  and   procedures   with  respect  to,  for  example,
                  workplace  surveillance  (including email and internet usage),
                  anti-discrimination,    equal   employment   opportunity   and
                  occupational health and safety.

         (b)      The  Executive  agrees to read and become  familiar  with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  and  procedures  do not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Employment with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Executive may include warning, suspension or termination.

9.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created  by the  Executive  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Employment,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation,  and the Executive will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Executive and the Company.

         (b)      Notwithstanding  clause 9(a), and to the extent possible,  the
                  Executive  shall  assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Executive using the Company's resources, on the
                  Company's premises or in the course of the Employment.

         (c)      The assignment in clause 9(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                                      -9-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

                  (iii)    effective   without  any   further   payment  to  the
                           Executive, whether by way of royalty or otherwise, in
                           consideration for the assignment.

         (d)      The Executive  must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Executive  gives  consent to the  Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Employment,   which  would  otherwise  be  an
                  infringement of the  Executive's  moral rights in the relevant
                  work.

10.      CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Employment  and at all times after the  termination
                  of the Employment, the Executive must not, except:

                  (i)      in the proper course of his duties;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Board,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of  the  Executive  prior  to the
                  Employment  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

         (b)      The Executive must not use or attempt to use the  Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Employment,  the  Executive  must  use  his  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The  provisions of clauses  10(a) and 10(b) of this  Agreement
                  will  continue to apply after  termination  of the  Employment
                  without limitation in point of time but will cease to apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by  the  Executive  of  this
                  Agreement.

         (e)      Since any breach of the provisions of clauses 10(a), 10(b) and
                  10(c)  of  this  Agreement  may  diminish  the  value  of  the
                  Confidential Information,  the Executive acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Executive also acknowledges that the Company and
                  the 30DC Group will also be entitled to money damages.

11.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Executive  must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may conflict  with the conduct of his
                  duties or  responsibilities  under this  Agreement or with the
                  business of the Company and the 30DC Group.

                                      -10-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         (b)      The  Executive  may,  with the prior  written  consent  of the
                  Board, engage in activities outside the Employment where:

                  (i)      the  Executive's  involvement in such activities does
                           not affect the performance of his official duties;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

12.      TERMINATION
--------------------------------------------------------------------------------

12.1     RESTRICTION ON TERMINATION

         Subject to the  provisions of clauses  5.3(b) and 12.2,  this Agreement
         may not be  terminated  by  either  party  during  the 24 Month  period
         commencing on the Commencement Date.

12.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Employment  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice effective  forthwith and without payment of any salary,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Executive:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing  his  duties  under this  Agreement  for a
                           period of not less than three  consecutive  Months or
                           any periods aggregating not less than three Months in
                           any period of 12 Months;

                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable opinion of the Board brings the Executive,
                           the Company or the 30DC Group into serious disrepute;

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors; or

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health.

12.3     BY THE COMPANY WITH NOTICE

         Subject to clause 12.1, the Company may terminate the Employment at any
         time by giving six Months' notice in writing to the Executive.

12.4     BY THE EXECUTIVE WITH NOTICE

         Subject to clause 12.1,  the Executive may terminate the  Employment by
         giving six Months'  notice in writing to the Company.  If the Executive
         does not give the  required  period  of  notice  then the  Company  may
         withhold  money  equivalent  to the  Executive's  remuneration  for the
         shortfall in the required period of notice, on the basis that amount be


                                      -11-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         forfeited by the Executive to the Company.

12.5     CONSEQUENCES OF TERMINATION

         Where either the Executive or the Company  gives notice of  termination
         of the  Employment,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do any of
         (a), (b) or (c) below:

         (a)      pay the  Executive  a lump sum  equal to at least the total of
                  all amounts that, if the  Employment  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Executive   because  of  the
                  Employment continuing during that period. If the Company makes
                  that payment then the  Employment  terminates on tender by the
                  Company to the Executive of that lump sum;

         (b)      require the  Executive to not attend for work (for the balance
                  of the period of the notice); or

         (c)      require  the  Executive  to  continue to attend for work or to
                  work from another  place (for the balance of the period of the
                  notice) but to perform  duties that are different to those the
                  Executive  were  required  to  perform  at  times  during  the
                  Employment,  providing the Executive has the necessary  skills
                  and competencies to perform those duties.

12.6     BOARD REACTION TO TERMINATION

         If at any time  either  the  Company or the  Executive  gives the other
         notice of termination of the Employment,  the Board will immediately be
         entitled to:

         (a)      require  the  Executive  to  resign  from  his  position.  The
                  Executive  irrevocably  appoints the company  secretary of the
                  Company as his  attorney  to provide  his  resignation  on his
                  behalf;

         (b)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Executive,  the  duties and  responsibilities  that were being
                  carried  out by the  Executive  immediately  prior to the date
                  upon which any such notice of termination is given; and

         (c)      require the  Executive  to assist any person  appointed as his
                  successor  to carry out the  duties  and  responsibilities  of
                  Chief  Executive  Officer  and to  perform  all such tasks and
                  provide all such  assistance to the successor as the Board may
                  deem necessary and for such period within the six Month period
                  of  notice as the Board  may  determine  to ensure an  orderly
                  handover of the Executive's duties and responsibilities to the
                  successor.

12.7     RETURN OF COMPANY PROPERTY

         The Executive  expressly  covenants that he shall  immediately upon the
         termination   of  the   Employment   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in his
         possession  or under his control  and the  Executive  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -12-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


13.      REAPPOINTMENT
--------------------------------------------------------------------------------

13.1     REAPPOINTMENT

         Subject to clause 13.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Executive  shall  confer  with  the  view to
                  reaching  agreement  as to  whether  the  Executive  shall  be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of  the  Term  of  their  decision  regarding
                  re-appointment pursuant to clause 13.1(a).

13.2     FURTHER AGREEMENT

         Upon  agreement  in  relation to  re-appointment  of the  Executive  in
         accordance with this clause 13:

         (a)      the Executive  shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the  continued  service of the  Executive  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new agreement.

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

14.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 14,  except  where a party seeks  urgent  interlocutory
         relief.

14.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

14.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such  technique,  the parties  must mediate the Dispute in
                  accordance  with the mediation rules of the State of Delaware,
                  and the  mediator  will be selected by the  Superior  Court of
                  Delaware from the Superior Court's Mediator's List.

                                      -13-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


15.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 15(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  15(g),  a party  must  address a notice as
                  follows:

         If to the Executive:

                   Address:            69 Ardmillan Road
                                       Moonee Ponds, Victoria 3039
                                       Australia
                   Email:              eddale@mac.com
                   Attention:          Edward Dale


         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              randall.ewens@corporatelogic.com.au
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

                                      -14-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  15,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

16.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

16.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware, United
         States of America.

16.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

16.3     NO RELIANCE

         The  Executive  acknowledges  that the  Executive has entered into this
         Agreement without relying on any representation by the Company.

16.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

16.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

16.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

16.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

16.8     NO ASSIGNMENT

         The Executive may not without the prior written  consent of the Company
         assign or encumber all or any part of his rights  under this  Agreement
         or attempt or purport to allow another person to assume the Executive's
         obligations under this Agreement.

16.9     COUNTERPARTS

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

                                      -15-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


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

         (c)      All counterparts together constitute one instrument.

16.10    EXTENT THAT THE LAW PERMITS

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

16.11    SPECIFIC PERFORMANCE

         The parties agree that:

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

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

16.12    CUMULATIVE RIGHTS

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

























                                      -16-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                 SCHEDULE

<S>                                 <C>

ITEM 1                              June 2009
Commencement Date

ITEM 2                              The period of three years from the Commencement Date
Term

ITEM 3                              69 Ardmillan Road, Moonee Ponds, Victoria 3039 Australia
Principal Place of Work

ITEM 4                              The Executive's key areas of responsibility will include:
Key areas of responsibility
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Company and the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Company,  the 30DC  Group and  associated  entities  to aid the
                                             profitable operation of the Company and the 30DC Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading  and  managing  the  day-to-day  operations  of  the  30  Day
                                             Challenge  Business,  the  Immediate  Edge  Business and the Facebook
                                             Applications Business as the Company may direct and any other related
                                             work that shall reasonably be requested by the Board

ITEM 5                              US$250,000
Salary

ITEM 6                              US$250,000 + US$                  =
Employment Cost                     US$

                                    1.       If the  revenue  of the 30DC  Group  in any  year of the  Employment
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Executive  that  number  of  shares  in  the  Company
                                             comprising 50% of the Salary.

                                    2.       The   Executive   will be  entitled   to  participate  in any senior
                                             executive stock  option  plan  adopted by the Company on listing  on
                                             the OTC Bulletin Board.

                                    3.       The Executive  will be entitled to other such benefits and incentive
                                             payments,  as may be deemed  appropriate by the Company and the 30DC
                                             Group
</TABLE>



                                      -17-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by   )/s/ Clinton Carey
its authorised officer:                     )...................................
                                              Director

                                              Clinton Carey
                                              ..................................
                                              (Print) Full Name



SIGNED by EDWARD WELLS DALE                 )
in the presence of:                         )



/s/ Robert John Somerville                 /s/ Edward Wells Dale
.......................................     .....................................
Signature of Witness                       Signature of EDWARD WELLS DALE

Robert John Somerville                     69 Ardmillan Road, Moonee Ponds
.......................................     .....................................
(Print) Name of Witness                    Address























                                      -18-
