EXHIBIT 10.1

                    SETTLEMENT AGREEMENT AND MUTUAL RELEASE
                 ---------------------------------------------

     This Settlement Agreement and Mutual Release  ("Agreement") is entered into
by and between  30DC,  Inc.,  a Maryland  Corporation  ("30DC")  30DC,  Inc. , a
Delaware Corporation  (collectively "30DC") and Raine Ventures,  LLC, a Delaware
Limited Liability Company ("RV") on the other and acknowledges  receipt of full,
fair,  and  adequate  consideration  for the  covenants,  releases  and premises
herein.

                                    RECITALS

     A. This Agreement compromises,  settles, and otherwise resolves all claims,
compensation claims,  benefit claims, or allowances,  and other potential claims
between  the Parties or their  officers,  directors,  shareholders,  or Managers
arising from or relating to the Acquisition  Agreement between the parties dated
July  15,  2009  as  thereafter  amended  and  extended  ("Agreement")  and  all
operations  since then of "Immediate  Edge" and the other  matters  described on
Exhibit A, except as to those rights  specifically  set forth herein or in those
documents and, executed concurrently herewith.

                                    AGREEMENT

     1. DENIAL OF WRONGDOING OR LIABILITY. This Agreement is entered into solely
for  purpose  of  effectuating  a  full  compromise,  settlement,  and  release.
Accordingly, except as set forth herein, each party acknowledges that the others
have  admitted  no fault,  wrongdoing,  liability,  or  obligation,  except such
obligations  as  reflected  in  concurrently  executed  Agreement,  and  related
documents.  In  fact,  each  party  expressly  denies  such  fault,  wrongdoing,
liability, or obligation.

     2. INTENT TO SETTLE ALL CLAIMS. This Settlement  Agreement shall settle all
matters  under the  Agreement  dated July 15,  2009 as  thereafter  amended  and
extended,  and the Parties desire to fully and finally  compromise,  settle, and
otherwise  terminate  any and all other  claims  between  them  arising  from or
relating to any claim, action,  default,  breach,  damages, lien or encumbrances
whatsoever  affecting  or  relating  to the  company,  the  Agreement,  and  all
operations since then of "Immediate Edge" or any matter described on Exhibit A.

     3.  RELEASE.  The Parties  hereby  mutually  release,  discharge,  and hold
harmless  one  another  (as  well  as  their  respective  officers,   directors,
shareholders,  managers,  members,  partners,  owners,  principals,  affiliates,
divisions,   subsidiaries,   parents,  contractors,   attorneys,   predecessors,
successors, assigns, insurers, associates, agents,  representatives,  employers,
and employees) from all actions,  claims,  damages, and liabilities (of any kind
or nature,  without  regard to amount,  known or unknown,  accrued or unaccrued)
arising from or relating to the Agreement or the other matters listed on Exhibit
A, except as set forth or in the concurrently  executed documents  herewith,  in
execution of the intent of this Settlement Agreement.


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     4.  LIMITATION  OF RELEASE.  However,  the releases  given herein shall not
extend to or be for the benefit of  nonaffiliated  third  parties,  none of whom
shall have any rights hereunder,  including but not limited to rights as a third
party beneficiary.

     5. NO RELEASE FOR BREACH OF THIS AGREEMENT.  Nothing contained herein shall
release any party hereto from any claims arising from or relating to a breach of
this Agreement.

     6.  RELEASES  VALID EVEN IF  ADDITIONAL  OR  DIFFERENT  FACTS.  The Parties
acknowledge  they may discover  facts which are  additional to or different from
those which they now know or believe to be true  regarding the subject matter of
this Agreement.  Nonetheless,  except as otherwise  provided  herein,  it is the
Parties'  intent to fully and  finally  compromise  and settle all claims  which
exist  between them  arising  from or relating to the  ownership or title to the
assets.  To effectuate  that  intention,  the releases given herein shall remain
full and  complete  releases,  notwithstanding  discovery of any  additional  or
different facts by any party, at any time hereafter.

     7.  FURTHER  ASSURANCES.  The Parties  agree to execute  and  deliver  such
documents and to perform such other acts,  promptly  upon request,  as any other
party  hereto  requests  and which are,  in the  requesting  party's  reasonable
judgment, necessary or appropriate to effectuate the purposes of this Agreement.

     8.  CONSIDERATION.  This Agreement is fully supported by mutual full, fair,
adequate and valuable  consideration,  the receipt and  sufficiency of which are
hereby  acknowledged  and which  considerations  are contained in the provisions
hereof in their individual paragraphs and as an entirety.

          a. AGREED  CONVEYANCE TO RV. RV will acquire assets (by Assignment and
     Bill of Sale) of the "Immediate Edge" from 30DC as follows:

          EXCEPT AS NOTED BELOW,  assets to be acquired will include all assets,
     tangible or  intangible,  including  content  library,  required or used to
     operate the Edge business.  Intangible  property shall include,  but not be
     limited  to,  web sites and  domain  names,  blogs,  social  media  such as
     Facebook,   LinkedIn  and  Twitter,   files  and  source  code,   software,
     trademarks,  trade names, brand names, goodwill, customer lists, e-mail and
     any other contact lists, operating manuals, technology plans, applications,
     contracts,  warranties,  leases, rights,  arrangements and other assets. RV
     shall have full use of  existing  content as part of the Edge  library  but
     cannot use content with 30DC  personnel  to promote the Edge (i.e.,  cannot
     use "Ed Dale course on market  leadership"  in promoting  the Edge) or sell
     any existing  content with 30DC  personnel as a standalone  product  (i.e.,
     cannot market Advanced Publishing Blueprint as standalone product). Content
     included  with the Edge that was created by 30DC may continue to be used by
     the 30DC after closing. Assets not included are anything related to MagCast
     including  the MagCast  forum  which  shall be closed on the Closing  Date.
     Customer  lists included with the sale are the list of all past and current
     Edge  customers  and the  Challenge  customer  list;  however the Challenge
     customer  list can only be used by RV to  promote  the Edge and to  promote
     internal  products  developed by Edge personnel.  (For further clarity,  RV
     cannot use the Challenge customer list for

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     any other  purpose  including but not limited to affiliate  promotions  and
     joint  ventures.)  30DC will receive  sales  proceeds from the Edge through
     Closing  Date net of refunds  applicable  to any such sales.  The Edge is a
     subscription product and any subscription proceeds received by 30DC through
     Closing Date shall be solely those of 30DC. RV shall assume  deliverability
     of services  subsequent to that date. Any collections by 30DC subsequent to
     Closing Date for the Edge will be remitted to the RV. RV will be liable for
     operating  expenses  of the  Edge  subsequent  to  Closing  Date  including
     contractor  fees due  Raine  Ventures,  Jon Dean  and Marc  Witteveen.  Any
     expenses  paid by 30DC prior to closing  shall not be  reimursable  even if
     they benefit RV beyond the Closing date.

          b. the  consideration  to be conveyed  by RV to 30DC shall  consist of
     certificates  of  common  stock  of  30DC,  Inc.,  a  Maryland  Corporation
     representing   10,560,000   shares,   free  and  clear  of  all  liens  and
     encumbrances,  together  with  appropriately  executed  Stock Power for the
     certificates,  which are to be delivered to 30DC by Federal Express, UPS or
     other express carrier within 5 days hereafter


     9. OTHER PROVISIONS AS TO IMMEDIATE EDGE.

          a. Dan Raine and Jon Dean,  long-term  staff with Immediate Edge, will
     continue with  Immediate Edge after the  transaction  and will no longer be
     contractors  of 30DC,  effective the Closing Date.  Marc  Witteveen will no
     longer be a contractor of 30DC effective the Closing Date, and RV will make
     a decision whether or not to retain Witteveen with Immediate Edge.

          b.   Both   Parties   hereby   agree   to  a   reciprocal   three-year
     non-interference   provision   covering  existing   customers,   employees,
     suppliers,  and technology of Immediate Edge and 30DC. RV, its  affiliates,
     contractors and  employeeswill  not copy 30DC's product MagCast or create a
     product directly  competing with MagCast.  RV, its affiliates,  contractors
     and  employees  will not , work,  for or with, or aid in any way, a MagCast
     competitor.  For this purpose,  MagCast is defined as a digital publication
     sold on Apple Newsstand or on Google's platform.

          c. 30DC  will  provide  RV all  business  records  of  Immediate  Edge
     including customer and subscription records.

          d. RV will  allow 30DC  access to any  historical  records,  including
     receipts,  it  needs  for  accounting,   financial   statements,   and  tax
     preparation.

          e.  30DC  will  provide  RV with  access  to code  for all  technology
     utilized for Immediate Edge which it does not already have.

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          f. 30DC will  provide to RV a list of all past and  current  Immediate
     Edge customers and the Challenge customer list.

          g.  Parties  will work with each other to achieve a smooth  transition
     with the goal of limiting any subscription losses, to the other

          h.  Existing  trial  subscriptions  will remain in place and Immediate
     Edge will have full rights to any revenue generated by customers continuing
     after the trial period.

          i.  Through  Closing  Date 30DC shall  control all funds in  Immediate
     Edge's Paypal  account which  operates  under the name Wuranga and in which
     most Immediate Edge revenue is received.

          j. Through  Closing  Date,  both Parties will have the right to access
     and use content on the Immediate Edge site.

          k.  Post-closing RV will continue to provide  customer support for the
     Become the Hub plug-in  product which 30DC sold this year, at no additional
     costs or compensation.

          l. The YouTube Video plug-in  product which was recently  developed by
     the Immediate Edge team as part of 30DC is an asset which will belong to RV
     as part of this agreement.

          m. Upon mutual agreement of 30DC,  Immediate Edge and their respective
     legal counsel,  30DC shall issue press  releases  announcing the term sheet
     and completed transaction.  Immediate Edge recognizes that 30DC is required
     by law to file information statements with the United States Securities and
     Exchange  Commission  and will  cooperate  with 30DC  regarding  all filing
     requirements.

     10. HEADINGS.  The headings contained in this Agreement are for convenience
and reference  purposes only, and shall not in any way be construed as effecting
the meaning or interpretation of the text of this Agreement.

     11. REPRESENTATIONS AND WARRANTIES. 30 DC represents that it owns Immediate
Edge  free and clear of any  liens,  encumbrances,  or claims of any kind.  30DC
represents  that it owns or has  rights to use all  assets  required  to operate
Immediate Edge. RV represents that it has  authorization  to sell the 10,560,000
Common Shares of 30DC, Inc., a Maryland Corporation. RV acknowledges that it has
full knowledge of the Immediate Edge business and all its requirements.

     12. OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. The Parties acknowledge they
have had a full and fair  opportunity to consult with legal counsel of their own
choosing throughout all

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negotiations  which preceded the execution of this Agreement,  and in connection
with their execution of this Agreement.

     13.  MODIFIED  ONLY IN  WRITING.  This  Agreement  may only be  modified by
express written agreement of the Parties.

     14.  SEVERABILITY.  Every  provision  of this  Agreement  is intended to be
severable.  Accordingly,  should any provision be declared illegal,  invalid, or
otherwise unenforceable by a court of competent  jurisdiction,  such illegality,
invalidity, or unenforceability shall not effect the remaining provisions, which
shall remain fully valid, binding, and enforceable.

     15. NO DRAFTING  PARTY.  No party shall be deemed the  "drafting  party" of
this  Agreement.  Consequently,  this  Agreement  shall be construed as a whole,
according  to its fair  meaning and intent,  and not strictly for or against any
party hereto.

     16.  APPLICABLE  LAW. This Agreement  shall be governed by and construed in
accordance with the laws of the State of Maryland.

     17.  BINDING  AGREEMENT/SUCCESSORS  AND ASSIGNS.  This  Agreement  shall be
binding  upon  and  inure  to the  benefit  of the  Parties,  as well  as  their
respective successors, representatives, and assigns.

     18.   AUTHORITY/CAPACITY/ENTITIES.   Each  person  signing  this  Agreement
represents and warrants that he or she has complete authority and legal capacity
to enter  into this  Agreement  on behalf of the  entity  for which he or she is
signing, and agrees to defend, indemnify, and hold harmless all other parties if
that authority or capacity is challenged.

     19. KNOWING AND VOLUNTARY  AGREEMENT.  The Parties represent they have read
this  Agreement,  understand  it,  voluntarily  agree to its terms,  and sign it
freely.

     20.  COUNTERPARTS/FAX   SIGNATURES.  This  Agreement  may  be  executed  in
counterparts,  each of which shall be deemed an original, and all of which taken
together   shall   constitute  one  and  the  same   instrument.   Facsimile  or
electronically transmitted signatures shall be deemed effective as originals.

     21. PARTIES TO BEAR THEIR OWN FEES AND COSTS. Except as otherwise set forth
in the Promissory Note document entered into concurrently  herewith, the Parties
shall each be responsible for and pay all of their own fees and costs, including
but not limited to all attorneys' fees.

     22. CONFIDENTIALITY. Each Party agrees:

          a. This Agreement shall remain confidential,  except in the event this
     document is covered by a subpoena in any civil action or other legal action
     or proceeding; and

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          b.  Both  Parties  have  been  in a  position  to  learn  confidential
     information  about the other  Party's  business.  This  Agreement  includes
     prohibition of either Party from disclosing  non-public  information of the
     other without permission from the other party.

     23.  INDEMNITY.  To the extent not  excluded  by statute or any  applicable
insurance coverage, the Company will defend and indemnify RV for good faith acts
while an officer or director of the Company. If alleged acts of RV are litigated
and found to be outside the scope of the Employment Contract, or are fraudulent,
or in bad faith and breach of contract,  then indemnity coverage hereunder shall
not be afforded to RV.

     24.  NON-DISPARAGEMENT.  The  Parties  each  agree  that each party and its
officers and directors,  managers,  affiliates,  interestholders,  employees and
shareholders,  shall  avoid  criticizing,  disparaging,  making any  accusatory,
derogatory,  or defamatory statements or allegations against the other party, or
in the case of the Company,  any member of  management or the Board of Directors
or shareholders or agents of the Company shall be the  beneficiaries  hereunder.
This  provision  shall  be  enforceable  by  ex-parte   injunctive  action,  for
retraction and injunction and followed by damages claims.

     25.  EFFECTIVE  DATE - the effective date of the agreement will be midnight
U.S. eastern time February 28, 2014.
























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     IN WITNESS WHEREOF,  the undersigned execute this Settlement  Agreement and
Mutual Release, thereby agreeing to abide by the terms hereof.



30DC, Inc., a Maryland Corporation

By:  /s/ Edward Dale                       Dated this 5th day of March, 2014
     ----------------------------------
Its: CEO



30DC, Inc. a Delaware Corporation          Dated this 5th day of March, 2014

By:  /s/ Edward Dale
     ----------------------------------
Its: President



RAINE VENTURES, LLC                        Dated this 3rd day of March, 2014

/s/ Dan Raine
---------------------------------------
Dan Raine





























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                                    EXHIBIT A

     1.   Agreement dated July 15, 2009 by and between the Parties.

     2.   Any Consulting or Employment  Agreements by and between Dan Raine,  or
          Raine Ventures, LLC and 30DC.

     3.   All other matters  arising from the Immediate Edge  relationship  with
          30DC.











































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