Exhibit 10.2


 


EXCLUSIVITY AGREEMENT


 


This AGREEMENT is made on the dates signed
below, by and between SpyFire Interactive, LLC, a Nevada limited liability corporation; hereinafter referred to as ("Spyfire")
and Education Success dba AdCafe ("AdCafe"), a Utah company.


 


WHEREAS Adcafe is the advertiser of offers
and is desirous of having said offers marketed through the SpyFire Interactive, LLC network of advertising publishers.


 


WHEREAS, AdCafe desires to provide to Spyfire
an exclusive on certain offers as outlined in this Agreement


 


THEREFORE, IT IS AGREED by the parties
above named, in consideration of the promises and covenants hereinafter contained, as follows:


 


1.Exclusivity.
Adcafe grants to SpyFire the exclusive marketing rights to the Susan's Business Blog offers ("Campaign") excluding
AdCafe's working relationship with Mike Sampson as this relationship existed at the time of this Agreement. In consideration of
this grant, SpyFire agrees to diligently market the offers via its network of publishers in accord with the terms and conditions
of this agreement. Spyfire shall have sole discretion in the marketing and selection of publishers utilized for offers. Exclusive
rights to the offer will be based on weekly volume commitments. A minimum of 700 leads per week (~100 leads per day) will be needed
from Spyfire and all of its partners. If volume drops below this weekly number, Spyfire will have 7 days to restore volume to the
minimum lead or the exclusive will be voided. If exclusivity rights are not maintained all other sections of this agreement shall
survive.


 


2.Requirements.
Adcafe shall provide SpyFire with all text and technical data regarding the offers; sales literature, brochures, catalogs, etc.
currently in use for the product(s); and any and all future offers Adcafe may develop relative to the Campaign.


 


3.Non-Circumvention.
Adcafe also agrees not to circumvent SpyFire's working relationship with Millionaire Network without written consent from Spyfire.
This non- circumvention provision shall survive the termination of this Agreement unless termination is conducted pursuant to the
terms of Section 4 and 5. Adcafe agrees to run all traffic from Millionaire Network through SpyFire's ad network for the period
of one (1) year from the date of this Agreement. The Agreement shall automatically renew for additional one (1) year terms if not
terminated 30 days prior to renewal in writing by either party.


 


4.Commission.
If AdCafe terminates the Exclusivity and Non-Circumvention provisions of this Agreement, AdCafe may work directly with Millionaire
Network provided that Adcafe pay SpyFire a referral commission of 2.5% on all Gross Revenue generated on all offers marketed through
Millionaire Network. Gross Revenue shall mean all income generated as a result of any relationship between Millionaire Network
and Adcafe from all the traffic Millionaire Network sends to Adcafe's collection of offers. The 2.5% Commission shall be paid on
the 15th of each and every month based on the Gross Media Cost paid by Adcafe to Millionaire Network in the month prior.


 



    	 



    	 



    

 


 Exhibit 10.2


 


5.Term
of Commission. In the event that Adcafe desires to terminate the exclusivity and non-circumvention provisions of this Agreement,
the Commission provision shall survive and continue until the earlier of: (i) termination in writing by Spyfire, or (ii) the cessation
of all revenue generation by Millionaire Network on Adcafe offers. Upon Adcafe's default under any terms of this Agreement, Spyfire
shall have any and all rights at law or in equity.


 


6.SpyFire
shall have the discretion to determine the methods of networking the offers through its publishers and contacting their publishers
under this contract.


 


7.This
Agreement, Insertion Order and the exhibits, documents and agreements executed by the parties simultaneously herewith, constitute
the entire understanding and agreement of the parties hereto and supersede all other prior agreements and understandings, written
or oral, between the parties.


 


We, the undersigned, agree to the terms and conditions of this
agreement on the below written dates.


 


	SpyFire Interactive, LLC	 	Advertiser AdCafe, LLC
	 	 	 	 	 
	Name:	Chris Richarde	 	Name:	Jade Koyle
	 	 	 	 	 
	Title:	President	 	Title:	EVP Marketing
	 	 	 	 	 
	Signature:	/s/ Chris Richarde	 	Signature:	/s/ Jade Koyle
	 	 	 	 	 
	Date: 	6/24/2011	 	Date:	6/24/2011