Exhibit 10.1

                                SERVICE AGREEMENT

This Agreement is made on April 1, 2004 between Schoolpop, Inc., a corporation
organized and existing under the laws of the State of Georgia with its principal
place of business located at 3100 Five Forks Trickum Road, Suite 401, Lilburn GA
30047 hereinafter referred to as "client" and ROI GROUP ASSOCIATES, INC., with
its principal place of business located at 39 BROADWAY, 24TH FLOOR, NEW YORK, NY
10006, hereinafter referred to as "ROI".

1.  RECITALS

Client is a year-round school support company with more than 60,000 schools and
nonprofits enrolled nationwide, and in the conduct of its business desires to
receive professional services including but not limited to investor relations
and financial media relations.

ROI agrees to perform these services for the client under the terms and
conditions set forth in this agreement.

2.  NATURE OF WORK

ROI will perform services on behalf of the client as described in the project
proposal submitted to the client dated March 4, 2004.

3.  COMPENSATION

Client agrees to pay the following:

         1)       A retainer in the amount of $7,000 per month, with payment due
                  on or before the first of each month of service and the first
                  month due on signing of the service agreement.

         2)       67,500 unregistered shares of the Company (calculated as of
                  3/3/04 closing bid price of $0.20). Shares will have
                  registration rights concurrent with the registration statement
                  associated with the next round of financing. Issuance of such
                  shares is subject to the company increasing its shares
                  outstanding.

         3)       One-half of one percent of the shares of common stock of the
                  Company outstanding upon completion of the reverse merge into
                  the shell, restricted for one year. Issuance of such shares is
                  subject to the company increasing its shares outstanding.

                      As I believe we indicated to you, we will be
                      contributing a majority of the stock received into a
                      profit sharing plan for the benefit of our employees.
                      Obviously, this will provide a high degree of
                      motivation for all of our people working on your
                      account as they can see the direct benefits of their
                      work on your behalf reflected in the increased value
                      of their own retirement fund.

         4)       If we are called upon to assist in any capital raising
                  efforts, the quantum and structure of compensation is as
                  follows:

                  a. Senior Debt
                  o  1 1/2% for Senior Debt if placed through an
                     intermediary also receiving a fee;
                  o  3% for Senior Debt if placed directly;

                  b. Mezzanine/Convertible Debt
                  o  2% for Mezzanine/Convertible Debt if placed through
                     an intermediary also receiving a fee;
                  o  4% for Mezzanine/Convertible Debt if placed directly;

                  c. Equity Investment
                  o  3% for Equity if placed through an intermediary also
                     receiving a fee;
                  o  6% for Equity if placed directly;

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         The above schedule of success fees covers any transaction between the
         Company and any party introduced by ROI Group Associates, Inc., which
         is concluded within two years from the time of such introduction. The
         fee is payable in cash at the time of the closing.

4.  REIMBURSED EXPENSES

    The following will be billed monthly and assessed at a rate of 10%, subject
    to client approval:

                  a.  Photographic services
                  b.  Printing and commercial reproduction
                  c.  Digital imagery production
                  d.  Other outsourced professional services
                  e.  Travel Expenses (with client approval)
                  f.  Postage and Courier Services g. Mailing

5.  INVOICES AND PAYMENTS

    Invoices for the above expenses will be submitted two weeks prior to each
    payment due, and payment is due at the offices of ROI on the date specified
    in section 3, above. In the event ROI shall be successful in any law suit
    for damages for breach of this Agreement including but not limited to
    non-payment of invoices, enforcement of this Agreement, or to enjoin the
    other party from violating this Agreement, ROI shall be entitled to recover
    as part of its damages, its reasonable legal costs and expenses for
    establishing and maintaining any such action.

6.  APPROVALS

    The client hereby designates Mickey Freeman, President as its
    representative, unless otherwise, notified in writing. All material produced
    by ROI shall be approved in writing by this representative. All work so
    approved shall be considered to have been accepted by the client. Further
    changes in accepted material will be charged to the client as Additional
    Work (see Section 8).

7.  TERM

    The term of this Agreement shall commence on April 1, 2004 and extend until
    October 1, 2004 and may be renewed upon the mutual Agreement: of the parties
    hereto. Client has right to cancel the Agreement with 30 days written notice
    and upon doing so will pay ROI a breakup fee of $7,000.

8.  ADDITIONAL WORK

    Any tasks requested by the client but not included in the proposal dated
    March 4, 2004 will be considered to be Additional Work, and will be charged
    to the client at the rate of $200 per hour. ROI shall advise the client
    before commencing Additional Work, and with prior approval of the client's
    representative (See Section 6) such additional work shall become part of
    this Agreement.

9.  WARRANTY

    ROI will perform professional services, obtain findings and prepare
    recommendations in accordance with generally and currently accepted
    communications consulting principles and practices. This warranty is in lieu
    of all other warranties either expressed or implied.

10. LIMITATION OF LIABILITY

    With regard to the services to be performed by each party pursuant to the
    terms of this Agreement, neither party shall be liable to one another, or to
    anyone who may claim any right due to this relationship with the client, for
    any acts or omissions in the performance of said services on the part of
    either party or the agents or employees of either party; except when said
    acts or omissions of either party are due to its willful misconduct.
    Accordingly each party shall hold the other free and harmless from any
    obligations, costs, claims, judgments, attorney fees and attachments arising
    from or growing out of the services rendered in connection with this
    agreement. When such liability shall arise due to the willful misconduct of
    either party, the limit and all liability or claim for damages, costs of


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    defense or expenses on account of any error, omission or professional
    negligence to be levied against either party by the other shall not exceed
    the amount of total fees paid by the client at that time.

11. CONFIDENTIALITY

    ROI acknowledges a duty not to disclose with the Client's prior approval
    during or after its terms of appointment any confidential information
    relating to the Client or Client's business including that resulting from
    studies or surveys commissioned and paid for by the Client. The Client in
    turn acknowledges ROI's right to use any general information regarding
    Client products or services which it has gained in the course of its
    appointment and which is to become publicly available for the purpose of
    providing services to the Client.

    The Client recognizes that ROI may provide consulting services to third
    parties. However, ROI is bound by confidentiality provisions of this
    Agreement and ROI may not use the information directly or indirectly for the
    benefit of third parties.

12. INTELLECTUAL PROPERTY

    The copyright in all artwork, copy and other work produced by ROI rests
    initially with ROI. On payment by the Client of the relevant fees and
    disbursements owed to ROI, the copyright in any material is automatically
    deemed to be assigned to the Client unless other arrangements are made in
    writing.

13. MISCELLANEOUS

ASSIGNMENT

    Neither party to this Agreement may assign or transfer this Agreement,
    any interest therein or claim there-under without the written approval
    of the other party.

GOVERNING LAW

    This Agreement shall be binding on and shall be for the benefit of the
    parties hereto and their respective heirs, executors, administrators,
    successors and assigns and shall be governed by the laws of the State
    of New York.

ENTIRE AGREEMENT

    This Agreement constitutes the entire Agreement about understanding
    between ROI and the Client and supersedes any and all other Agreements
    between the parties. No representation or promise, either oral or
    written, has been made except as specifically set forth herein. Should
    any part of this Agreement be declared invalid, such invalidity shall
    not affect the remainder of this Agreement without herein including any
    portion, which may hereafter be declared invalid.

In witness whereof, the parties have executed this Agreement of the day and year
first above written.


ROI GROUP ASSOCIATES, INC.                           SCHOOLPOP, INC.



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Robert J. Giordano, President                        Mickey Freeman, President