Grand Motion, Inc. - Exhibit 10.1






MARKETING AND AGENCY AGREEMENT 

THIS AGREEMENT made this 20th day of November, 2006 

BETWEEN: 

OOO «AVIA MIR» having its principal office at Kalujskaya
Square Dom.1, Moscow, Russia ("Avia Mir" or “Agency”) 

And 

GRAND MOTION, INC. at 112 North Curry Street, Carson
City, Nevada 89703 (“Grand Motion” or “Agent”) 

WHEREAS, Avia Mir is a travel agency specializing in
sales of unique and custom tour packages and airline tickets in Russia and
former CIS countries. 

WHEREAS, Grand Motion provides marketing assistance.


WHEREAS, the Parties mutually desire to establish a
preferred marketing and distribution relationship with each other in order to
establish the joint Grand Motion/Avia Mir’s product as a category leader in the
specialty tours category on North American market. 

THIS AGREEMENT WITNESSETH THAT in consideration of the
mutual covenants and agreements set forth below, the parties covenant and agree
as follows: 

1. DEFINITIONS 

For the purposes of this Agreement, the following terms shall
have the meanings set forth below: 

1.1 "Products" means specialty tours, charter flights and
airline tickets, offered by Avia Mir. 

1.2 "Market" mean those parties within the "Territory" who can
be identified as seeing value in the "Products" by Grand Motion. 

1.3 "Territory" means the United States of America and Canada.


2. MARKETING

2.1 Subject to all terms and conditions set forth herein, Avia
Mir hereby appoints Grand Motion as an Agent for the purpose of marketing of the
Products to customers within the Market in consideration of the following: 

	 	i) 	
      Cash payment of $1,000 (one thousand dollars) upon
      signing of this Agreement;

	 	 	 
	 	ii) 	
      Grand Motion incurring web sites development expenses up
      to $10,000 by February 28, 2007;

	 	 	 
	 	iii) 	
      Grand Motion incurring minimum marketing expenses of
      $50,000 USD (fifty thousand) over the initial two year term of this
      Agreement



2.2 On or before December 31, 2006, Grand Motion shall deliver
to Avia Mir a written marketing plan for the Products for the first two (2)
Product Years. The Marketing Plan shall be set forth in reasonable and customary
detail, and shall include in such plans commercially 




reasonable descriptions of intended pre-marketing and marketing
investments, tactics and efforts, promotion and distribution efforts and
mechanisms, compilations of market research and analysis performed for or by
Grand Motion, and any other matters relevant to marketing, promotion and sale of
the Products. 

2.3 Upon receipt of marketing plan, Avia Mir agrees to review,
amend and finalize the marketing plan proposed by Grand Motion on or before
January 31, 2007. Upon acceptance of the marketing plan by Avia Mir and Grand
Motion, the following obligations shall become effective: 

GRAND MOTION: 

	 	a) 	
      Grand Motion shall be responsible for all aspects of
      planning and executing of the marketing plan for the duration of this
      Agreement, including payment for contract obligations and related
      expenses.

	 	 	 
	 	b) 	
      Grand Motion agrees to participate, either directly or by
      retaining outside contractors in any aspect related to the execution of
      the marketing plan, including but not limited to: media buying, public
      relations, market research, search engine optimization, search engine
      marketing, viral marketing, trade show exhibits, shopping engine
      management, website development and analytics, path analysis and visitor
      relationship management, print advertising, one to one marketing and
      direct mail.



AVIA MIR: 

	 	c) 	
      Avia Mir agrees to review and evaluate Grand Motion’s
      activities pertaining to execution of the marketing plan. Avia Mir agrees
      that Grand Motion shall make the final decision and have final approval
      pertaining to each individual contract and opportunity with the
      understanding of achieving the goals set out in the marketing
  plan.

	 	 	 	 
	 	d) 	
      Avia Mir agrees to support Grand Motion’s activities by
      providing:

	 	 	 	 
	 		i) 	
      Competitive rates on tour packages and airline
    fares;

	 	 	 	 
	 		ii) 	
      Any information available to Avia Mir describing the
      competitive market in the category;

	 	 	 	 
	 		iii) 	
      Information and training in the specialty tours product
      category; and

	 	 	 	 
	 		iv) 	
      Assistance and guidance with directing the marketing
      efforts to reach the target audience.



2.4 Grand Motion will market the Products to wholesale tour
operators and general public in the Territory on behalf of Avia Mir. Grand
Motion will develop and launch web sites in English, Russian and Kazakh
languages, initiate sales contracts, negotiate terms and draft initial sales
agreements. Grand Motion will submit first draft of any sales agreement to Avia
Mir for review and approve. The final transaction will take place between Avia
Mir and the third party. 

3 RIGHTS 

3.1 Rights of Grand Motion. Subject to Section 2 hereof, Grand
Motion shall have the exclusive right to market, distribute or re-sell the
Products within the defined Territory, including, without limitation (a) the
right to market, distribute or re-sell the Products, on a stand-alone basis in
packages as approved in writing by Avia Mir, and (b) the right to market,
distribute or re-sell the Products in combination with (i) products the right to
use of which has been obtained by Grand Motion from third parties (ii) products
developed or provided directly 




by Grand Motion subject to Avia Mir’s prior written approval in
each instance and/or (iii) any other product mutually agreed upon by the parties
to this Agreement. Agent will not modify Product in any way without prior
written approval by Avia Mir. 

3.2 Grand Motion cannot make any changes to the Products
without the prior written consent of Avia Mir. 

4 TERM 

4.1 This agreement shall be effective on the date first set
forth above and shall continue in effect until the second anniversary of the
date hereof, unless earlier terminated in accordance with the provisions of
Section 17 hereof. The terms and conditions of this Agreement shall continue to
apply to any purchase under the normal course of business hereunder ("Purchase")
until final delivery is made even if such delivery is made after this Agreement
terminates. 

4.2 This Agreement will be renewed automatically for the period
of one year unless terminated by the parties.

5 PAYMENT TERMS 

5.1 In consideration of the obligations undertaken by Grand
Motion hereunder, Avia Mir shall pay Grand Motion commission at the rate of 5.0%
of gross sales resulting from the sale of the Products.. Payment will be made to
Grand Motion within 45 days of a quarter end.

6 TITLE AND RISK OF LOSS 

Title to all Products belongs to Avia Mir.

7 EXPENSES 

Grand Motion shall pay all costs and expenses incurred by its
organization and/or its employees, agents and representatives. 

8 CONFIDENTIAL INFORMATION 

8.1 Grand Motion shall not utilize or disclose any confidential
information, knowledge, or data concerning inventories, improvements, business,
production methods, and/or trade secrets of Avia Mir (the "Confidential
Information"), except as Avia Mir may otherwise consent to in writing or unless
the same information has become public knowledge through no fault by Grand
Motion. 

8.2 Avia Mir shall not utilize or disclose any confidential
information, knowledge, or data concerning business, marketing and production
methods, customer information and/or data and/or trade secrets of Grand Motion,
except as Grand Motion may otherwise consent to in writing or unless the same
information has become public knowledge through no fault by Avia Mir. 

9 AGENT'S DUTIES 

9.1 Grand Motion will use its best efforts to actively promote
the marketing, sales, and distribution of Products. 

9.2 Grand Motion will provide prompt and effective service to
customer orders, questions, and problems. 




9.3 On a semi-annual basis, Grand Motion will submit to Avia
Mir a comprehensive sales forecast covering the next six (6) month period for
all Products. 

9.4 Grand Motion will use best efforts to promote the Products
through media advertising, internet, seminars, public relations activities,
direct sales or any other means designed to bring them to the attention of
potential customers. 

9.5 Grand Motion will keep Avia Mir informed regarding
conditions in the Territory relevant to the sale of the Products, including
marketing trends, competing products, rules and regulations affecting the sale
or use of the Products and all extraordinary events relating to the Products.


9.6 Grand Motion will refer to Avia Mir all inquiries regarding
the sale or use of the Products outside the Territory. 

9.7 Except with the prior written approval of Avia Mir, Grand
Motion shall not proceed with negotiation of sales contracts with purchasers who
are located outside the Market or the Territory unless otherwise agreed by Avia
Mir. Avia Mir will allow Agent to make sales to other territories so long as
there is no exclusive distributor with marketing or sales activities being
implemented in those territories. 

9.8 Grand Motion hereby represents and warrants to and
covenants with Avia Mir that Grand Motion is and shall be for so long as the
Agreement is in effect, in compliance with all federal, state and local laws,
regulations, orders, decrees, rulings and judgments applicable to Grand Motion's
ability to perform its obligations hereunder. 

10 AGENCY RESPONSIBILITIES 

10.1 Avia Mir will provide the Products and Product’s
information to Grand Motion upon request. 

10.2 Avia Mir will monitor and support online tickets and tours
reservation system incorporated in the websites jointly developed by Grand
Motion and Avia Mir. Avia Mir will provide to Grand Motion with a quarterly
sales report for the sales initiated by customers through the website in English
language within 45 days after the quarter end.

10.3 Avia Mir will provide support to Grand Motion during
normal business hours of Avia Mir. 

10.4 Avia Mir will use reasonable efforts to provide assistance
to Grand Motion in special customer situations, when so requested, subject to
the availability of Avia Mir's own resources. 

10.5 Avia Mir will support Grand Motion by assisting in sales
and marketing through joint calls and literature, at times reasonably
satisfactory to Avia Mir. 

10.6 Avia Mir hereby represents and warrants to and covenants
with Grand Motion that Avia Mir is and shall be for so long as this Agreement is
in effect, in compliance with all federal, state and local laws, regulations,
orders, decrees, rulings and judgments applicable to Avia Mir's ability to
perform its obligations hereunder. 

11 RESTRICTIONS ON AUTHORITY 

11.1 Grand Motion has no authority, under any circumstances,
either expressed or implied, to incur any liability or obligations on behalf of
Avia Mir, including, but not limited to: 




11.2 Making any quotations on any special Products,
modifications to standard Products without a written quotation from Avia Mir;


11.3 Binding Avia Mir to any contract of employment. Grand
Motion is solely responsible for its own sales persons and its representatives,
and for their actions. Grand Motion has no authority to endorse checks or
commercial papers, or to carry any accounts in the name of Avia Mir; 

11.4 Making any warranties or representations to third parties
with regard to the Products without Avia Mir's prior written approval.


12. INSPECTION BY AGENCY 

Grand Motion agrees that Avia Mir shall have the right to
inspect the manner of use of the Confidential Information (as herein defined) by
Grand Motion and the quality of marketing of the Products in connection with
which the Confidential Information is used. Grand Motion also agrees that Avia
Mir shall have the right to review any documents or items which are to be made
available to the public which contain the Confidential Information, including,
without limitation, advertising, promotional materials and devices and contract
forms. Avia Mir agrees to designate an employee to review all such documents or
items. Grand Motion shall consult regularly with Avia Mir's designated
representative on the proper and appropriate use of the Confidential Information
in all such documents or items and shall submit representative samples thereof
for written approval. 

13 INDEMNIFICATION BY AGENT AND BY AGENCY 

13.1 Grand Motion agrees, during and after the term of this
Agreement, to indemnify and to hold Avia Mir harmless from and against any and
all loss, damage, liability and costs and expenses (including reasonable
attorney's fees and expenses) in connection therewith incurred by Avia Mir as a
result of any breach of this Agreement by, or any act of omission or commission
on the part of, Grand Motion or any of its agents, servants or employees, from
all claims, damages, suits or rights of any persons, firms or corporations
arising from the operation of the business of Grand Motion. 

13.2 Avia Mir agrees, during and after the term of this
Agreement, to indemnify and to hold Grand Motion harmless from and against any
and all loss, damage, liability and costs and expenses (including reasonable
attorneys' fees and expenses) in connection therewith incurred by Grand Motion
as a result of any breach of this Agreement by, or any act of omission or
commission on the part of, Avia Mir or any of its agents, servants or employees,
from all claims, damages, suits or right of any persons, firms or corporations
arising from the operation of the business of Avia Mir. 

14 RESERVATION OF RIGHTS BY AGENCY 

Avia Mir reserves the right, in its sole discretion and without
thereby incurring any liability to Agent, to modify the Products as it sees fit
during the term of the Agreement. Modification of the "Products" may be
implemented for many reasons including changing terms, dates, destinations,
specific tour packages and airline carriers. 

15 FORCE MAJEURE 

Grand Motion and Avia Mir shall not be liable for delays or
failure to fulfill the terms of this Agreement due to causes beyond their
reasonable control. Such causes may include, but are not restricted to Acts of
God, fires, floods, strikes, accidents, riot, war, government interference,
rationing allocations and embargoes. In the event of a delay, the date or dates
for performance of this Agreement shall be extended for a period equal to the
time lost by reason 




of delay, provided that either party who is not affected by any
of such causes may terminate the Agreement immediately upon written notice to
the other party should any of such causes last over 60 days. 

16 CONSEQUENTIAL DAMAGES 

16.1 In no event shall Avia Mir be liable to Grand Motion or to
Grand Motion's employees, officers, directors, shareholders, customers or
affiliates for any incidental or consequential damages, including, without
limitation, or any loss, damage, claim, liability or expense, of any kind or
nature, caused directly or indirectly by the furnishing of Products or marketing
materials pursuant to this Agreement, or by any interruption of service, or loss
of use thereof or for any loss of business or damage to Grand Motion or end user
whatsoever and however caused, even Avia Mir is aware of the risk of such
damages. 

16.2 In no event shall Grand Motion be liable to Avia Mir or to
Avia Mir's employees, officers, directors, shareholders, customers or affiliates
for any incidental or consequential damages, including, without limitation, or
any loss, damage, claim, liability or expense, of any kind or nature, caused
directly or indirectly by the furnishing of Products pursuant to this agreement,
or by any interruption of service, or loss of use thereof or for any loss of
business or damage to Avia Mir or end user whatsoever and however caused, even
if Agent is aware of the risk of such damages. 

17 TERMINATION OR CANCELLATION 

The term of this agreement shall be for an initial period of
two (2) years from its Effective Date as the date appears on the first page, and
in the event that Grand Motion faithfully performs its entire obligation
required hereby. At any time during the initial term or any extended term of
this Agreement either party shall have termination right except for the reason
as stated in Section 17.1 

17.1 Termination by Grand Motion. Grand Motion may, upon ten
(10) days prior written notice to Avia Mir, terminate this Agreement if: 

17.1.1 Avia Mir fails to perform any material provision of this
Agreement for thirty (30) days after written notice of such failure has been
provided by Grand Motion to Avia Mir and fails to cure such failure within such
thirty (30) day period; or 

17.1.2 Any receiver of any property of Avia Mir shall have been
appointed; Avia Mir shall have made an assignment for the benefit of creditors;
Avia Mir shall have made any assignment or have had a receiving order made
against it under the applicable bankruptcy laws; Avia Mir shall have become
bankrupt or insolvent; Avia Mir shall have made application for relief under the
provisions of any statute now or hereafter in force concerning bankrupt or
insolvent debtors; or any action whatever, legislative or otherwise, shall have
been taken with a view to the winding up, dissolution or liquidation of Avia
Mir. 

17.2 Termination by Avia Mir. Avia Mir may, by ten (10) days
prior written Notice to Grand Motion, terminate this Agreement if Grand Motion
fails to: 

17.2.1 Perform any material provision of this Agreement for
thirty (30) days after written notice of such failure has been provided by Avia
Mir to Grand Motion; or 

17.2.2 Any receiver of any property of Grand Motion shall have
been appointed; Grand Motion shall have made an assignment for the benefit of
creditors; Grand Motion shall have made any assignment or have had a receiving
order made against it under the applicable bankruptcy laws; Grand Motion shall
have become bankrupt or insolvent; Grand Motion shall have made application for
relief under the provisions of any statute now or hereafter in force




concerning bankrupt or insolvent debtors; or any actions
whatever, legislative or otherwise, shall have been taken with a view to the
winding up, dissolution or liquidation of Grand Motion. 

17.3 Continuing Obligations 

17.3.1 In the event of the termination of this Agreement for
any reason, all rights and interest granted to Grand Motion by Avia Mir under
the terms of this Agreement shall immediately revert to Avia Mir and Grand
Motion shall within thirty (30) days after said termination return to Avia Mir,
at Grand Motion's expense, all written documents of Avia Mir of whatever kind
including drawings and copies of any kind made thereof by anybody, relating to
the Products or the sale thereof. Grand Motion agrees that, in the event of such
termination it will immediately discontinue and no longer use in any manner
whatsoever any of Avia Mir's documents or Confidential Information received
hereunder relating to the Products and that it will immediately discontinue the
use of the Trade Marks, if any, of Avia Mir. 

17.3.2 In the event of the termination of this Agreement, all
rights and interest granted to Avia Mir by Grand Motion under the terms of this
Agreement shall immediately revert to Grand Motion. 

17.4 Survival of Provisions. The following provisions shall
survive the termination of this Agreement for whatever reasons: Sections 1, 7,
8, 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25. 

18 GENERAL CONDITIONS 

18.1 No amendment, change or revision, or discharge of this
agreement shall have any Force or effect unless set forth in writing and signed
by duly authorized representatives of both parties. 

18.2 ILLEGAL PAYMENTS; Agent certifies, and will certify each
year, that Agent does not make payments which are illegal in the countries of
the Territory or in the country in which such payments are made in connection
with the political contributions which are illegal in the countries of the
Territory or in the country in which such contributions are made, to any
Government, Government official, political party, political candidate, or other
political organization. 

19 COMPLETE AGREEMENT 

19.1 This Agreement, including all attachments, constitutes the
entire agreement between the parties with respect to the subject matter hereof,
and supersedes all previous communications, representation, understanding, and
agreements, either oral or written between the parties or any official or
representative thereof. This Agreement shall be modified only by the instrument
in writing and signed by duly authorized representatives of both parties. 

20 NOTICES 

20.1 All notifications, reports, requests for changes, or
additions to this Agreement shall be in writing and addressed as follows: 





	 	GRAND MOTION: 	Grand Motion, Inc. 
	 	  	112 North Curry Street, 
	 	  	Carson City, NV 89703 
	 	  	USA 
	 	  	  
	 	  	  
	 	  	  
	 	AVIA MIR: 	OOO «Avia Mir» 
	 	  	Kalujskaya Square Dom.1, 
	 	  	Moscow 
	 	  	Russia 


20.2 Addresses may be modified at any time by written
notification from one party to the other party. Any such notice or other
communication shall be deemed given and effective when delivered personally or
by e-mail or three (3) days after the postmark date if mailed by certified or
registered mail, postage prepaid, return receipt requested, addressed to a party
as stated above. 

21 SEVERABILITY 

If any provision herein shall be held to be invalid or
unenforceable for any reason, such provision shall, to the extent of such
invalidity or unenforceability, be severed, but without in any way affecting the
remainder of such provisions or any other provision contained herein, all of
which shall continue in full force and effect. 

22 ASSIGNMENT 

The delegation or assignment by either party hereto of any or
all of its duties, obligations or rights hereunder, without the prior written
consent of the other party hereto, shall be void. However, nothing herein shall
be construed to prevent Avia Mir from assignment its right to receive payments
due it under the terms of this Agreement. 

23 GOVERNING LAW 

This Agreement and all disputes and suits related thereto shall
be governed by and construed and interpreted in accordance with the laws of the
Province of British Columbia without regard to any conflicts of law rules. 

24 NO WAIVER 

No delay or failure by either party to exercise or enforce at
any time any right or provision of this Agreement shall be considered a waiver
thereof or of such party's right thereafter to exercise or enforce each and
every right and provision of this Agreement. A waiver to be valid shall be in
writing, but need not be supported by consideration. 

25 MISCELLANEOUS 

25.1 Unless otherwise specified herein, all payments required
to be made hereunder shall be made in United States funds. 

25.2 Time shall be of the essence of this Agreement and of each
and every part hereof. 




IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the date
first above written. 

	OOO «AVIA MIR» 	 	GRAND MOTION, INC. 
	  	 	  
	  	 	  
	By: Tatyana
      Khorolskaya 	 	By:
      Janetta Voitenkova 
	Tatyana Khorolskaya, Director 	 	Janetta Voitenkova, President 
	  	 	  
	  	 	  
	Date: 20/11/2006
    	 	Date:
      20/11/2006 


C/S