Online Disruptive Technologies, Inc. : Exhibit 10.1- Filed by newsfilecorp.com





ONLINE DISRUPTIVE TECHNOLOGIES, INC. BOARD OF ADVISORS
CONSULTING AGREEMENT 

THIS BOARD OF ADVISORS AGREEMENT (“Agreement”) is effective
__________________, 20_____between ONLINE DISRUPTIVE TECHNOLOGIES, INC.,
a corporation with offices at , 3120 S. Durango Drive, Ste. 305 Las Vegas NV
89117-4454 USA (the “Company”) and

__________________________________________:, with an
address at

______________________________________________________________________(the
“Advisor”). 

NOW THEREFORE THIS AGREEMENT WITNESSES as follows: 

1.1     Appointment of Advisor. The
Company hereby appoints the Advisor to the Company’s Board of Advisors (the
“Board of Advisors”). The Advisor will advise the Company from time to
time on issues as requested by the Company. The Advisor will make himself
reasonably available at the Company’s request and upon his agreement, to attend
meetings or for conversations to discuss the business of the Company. 

1.2     Compensation. As
compensation for providing such consulting services to the Company pursuant to
this Agreement, the Company agrees

	 	(a) 	
      to grant ______________options to acquire restricted
      shares (the “Shares”) to the Advisor to be vested as to one third
      of such options at the end of each year of advisory service. The options
      will be granted pursuant to a Stock Option Agreement to be provided by the
      Company, with the exercise price for such options being the $ __________
      per share. The options will be exercisable for 7 years subject to the
      terms of this Agreement and the stock option agreement;

	 	 	 
	 	(b) 	
      (optional) Future stock option grants may be made
      annually to the Advisor in the discretion of the Company’s board and will
      be priced at the closing price per share of the Company’s stock on the
      stock exchange on which the Company’s stock is listed for trading on the
      date of option grant,. The options will be governed by the Company’s stock
      option plan and will vest per the stock option plan to be adopted by the
      Company; and

	 	 	 
	 	(c) 	
      (optional) to pay to the Advisor $ _______ per hour for
      in person meetings and $ ______per hour for conference call meetings or
      written work requested by the Company (the
  “Fees”).



1.3     Expenses. In addition to the
Shares and Fees granted pursuant to this Agreement, the Company will reimburse
the Advisor expenses incurred directly or indirectly by the Advisor in carrying
out the consulting services pursuant to this Agreement. The Advisor will ensure
that he will obtain the Company’s prior approval for any such expenses before
they are incurred.

1.4     Advisor’s Acknowledgements.
The Advisor acknowledges that the Shares may not be registered under the laws of
any country, including the United States Securities Act of 1933 (the
“1933 Act”), or under any state securities or “blue sky” laws of any
state of the United States, and, unless so registered, may not be offered or
sold in the United States or to U.S. Persons, except in accordance with the
provisions of Regulation S under the 1933 Act, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the 1933 Act and only in accordance with all
applicable securities laws. “United States” and “U.S. Person” are as defined by
Regulation S under the 1933 Act. 




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1.5     Questionnaire and Undertaking
and Direction. The Advisor will, regardless of whether the Advisor is a US
person or not, complete, sign and return to the Company as soon as possible, on
request by the Company, any documents, questionnaires, notices and undertakings
as may be required by the Company or its regulatory authorities, stock exchanges
and applicable law with respect to the propriety of issuing stock options to the
Advisor. 

1.6     Termination. This Agreement
will continue in force and effect indefinitely until terminated by either party
upon 30 days written notice delivered to the other party for any reason. The
Advisor’s vested options will expire 90 days after termination. 

1.7     Maintenance of Confidential
Information. The Advisor acknowledges that in the course of its appointment
hereunder the Advisor may have access to the Company’s confidential information
(“Confidential Information”). The Advisor acknowledges that Confidential
Information constitutes a proprietary right, which the Company is entitled to
protect. Accordingly, the Advisor covenants and agrees that during the term of
this Agreement and thereafter until such time as all the Confidential
Information becomes publicly known and/or made generally available through no
action or inaction of the Advisor, the Advisor will keep in strict confidence
the Confidential Information and shall not, without prior written consent of the
Company in each instance, disclose, use or otherwise disseminate the
Confidential Information, directly or indirectly, to any third party. The
Advisor also agrees not to trade in the securities of the Company while in
possession of material information about the Company that has not been publicly
disclosed, and will abide by any insider trading policy adopted by the
Company.

1.8     Entire Agreement. The
parties hereto agree that they have expressed herein their entire understanding
and agreement concerning the subject matter of this Agreement and it is
expressly agreed that no implied covenant, condition, term or reservation or
prior representation or warranty shall be read into this Agreement relating to
or concerning the subject matter hereof or any matter or operation provided for
herein. 

1.9     Laws. Any dispute arising
out of the interpretation of this Agreement will be interpreted in accordance
with the Laws of Israel. The parties agree that any disputes arising over this
Agreement will be brought and determined by the courts located in Tel Aviv,
Israel. 

IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written. 


	ONLINE DISRUPTIVE TECHNOLOGIES, INC.

	  
	Per: 	 
		Authorized Signatory








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	EXECUTED by the Advisor in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature of Witness 	) 	 
	  	) 	 
	Print Name of Witness 	) 	 
	  	)	 x_______________________________________________________________________________________
	Address of Witness 	) 	 
	  	) 	Print name of Advisor 
	  	) 	 
	  	) 	 
	Occupation of Witness 	) 	 
	  	) 	 






EXHIBIT ‘A’ U.S. ACCREDITED INVESTOR
QUESTIONNAIRE 

ONLY U.S. ACCREDITED INVESTORS NEED TO SIGN THIS 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the attached Agreement. 

This Questionnaire is for use by each Advisor who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)). The purpose of this Questionnaire is to assure the
Company that each Advisor will meet the standards imposed by the 1933 Act and
the appropriate exemptions of applicable state securities laws. The Company will
rely on the information contained in this Questionnaire for the purposes of such
determination. The Shares will not be registered under the 1933 Act in reliance
upon the exemption from registration afforded by Section 3(b) and/or Section
4(6) of the 1933 Act. This Questionnaire is not an offer of the Shares or any
other securities of the Company in any state other than those specifically
authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Advisor agrees that, if necessary, this Questionnaire may be presented to such
parties as the Company deems appropriate to establish the availability, under
the 1933 Act or applicable state securities law, of exemption from registration
in connection with the issuance of the Shares hereunder. 

The Advisor covenants, represents and warrants to the Company
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Advisor satisfies) 

		_________	 
    Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000;
    

	
       
	
     
	
    
	
      

		_________	
     Category 2 
	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000, excluding the value of the primary residence of such person(s)
      and the related amount of indebtedness secured by the primary residence up
      to its fair market value; 

	
       
	
     
	
    
	
      

		_________	
     Category 3 
	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	
       
	
     
	
    
	
      

		_________	
     Category 4 
	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the
  employee benefit plan has total assets in
      excess of $5,000,000, or, if a self-directed plan, whose investment
  decisions are made solely by persons that are accredited investors; 







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		_________	 Category 5 	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States); 

	 	 	  	 

	 	_________	 Category 6 	A director or executive officer of the Company;    

	 	 	  	 

		_________	 Category 7 	A trust with total assets in excess of
      $5,000,000, not formed for the specific purpose of acquiring the Shares,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act; 

	 	 	  	 

		_________	 Category 8 	An entity in which all of the equity owners
    satisfy the requirements of one or more of the foregoing categories;  



Note that the Advisor claiming to
satisfy one of the above categories of Accredited Investor may be required to
supply the Company with a balance sheet, prior years’ federal income tax returns
or other appropriate documentation to verify and substantiate the Advisor’s
status as an Accredited Investor. 

If the Advisor is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

	
	 


The Advisor hereby certifies that the information contained in
this Questionnaire is complete and accurate and the Advisor will notify the
Company promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Advisor represents that it has the authority
to execute and deliver this Questionnaire on behalf of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______day of _________________, _______. 

	 	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	  	 	  
	 	 	 	 
	 	 	 	 
	 	Print of Type Name of Entity 	 	Signature 
	 	 	 	 
	 	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 	 
	 	Type of Entity 	 	Social Security/Tax I.D. No.