EXHIBIT 10.3

                          Contractor Services Agreement
                                 by and between
                        30DC, Inc. and Jesselton Limited
                               dated July 1, 2009
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CONTRACT FOR SERVICES - AGREEMENT




30DC, INC.


and


JESSELTON LIMITED







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                                TABLE OF CONTENTS


1.       DEFINITIONS AND INTERPRETATION........................................1

         1.1      DEFINITIONS..................................................1
         1.2      INTERPRETATION...............................................2

2.       ENGAGEMENT............................................................3

         2.1      ENGAGEMENT...................................................3

3.       COMMENCEMENT..........................................................4

4.       REMUNERATION AND REVIEW...............................................4

         4.1      REMUNERATION.................................................4
         4.2      TAX..........................................................4
         4.3      PERFORMANCE BONUS............................................4
         4.4      REVIEW.......................................................4

5.       EXPENSES..............................................................5

         5.1      EXPENSES.....................................................5

6.       CONSULTING SERVICES...................................................5

7.       POLICIES AND PROCEDURES...............................................6

8.       INTELLECTUAL PROPERTY.................................................6

9.       CONFIDENTIALITY.......................................................7

10.      CONFLICT OF INTEREST..................................................7

11.      TERMINATION...........................................................8

         11.1     RESTRICTION ON TERMINATION...................................8
         11.2     BY THE COMPANY WITHOUT NOTICE................................8
         11.3     BY THE COMPANY WITH NOTICE...................................8
         11.4     BY THE CONTRACTOR WITH NOTICE................................8
         11.5     CONSEQUENCES OF TERMINATION..................................8
         11.6     BOARD REACTION TO TERMINATION................................9
         11.7     RETURN OF COMPANY PROPERTY...................................9

12.      REENGAGEMENT..........................................................9

         12.1     REENGAGEMENT.................................................9
         12.2     FURTHER AGREEMENT............................................9

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE............................9

         13.1     DISPUTE......................................................9
         13.2     NOTICE OF DISPUTE...........................................10
         13.3     DISPUTE RESOLUTION..........................................10
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14.      NOTICES..............................................................10

15.      GENERAL PROVISIONS...................................................11

         15.1     GOVERNING LAW...............................................11
         15.2     ENTIRE AGREEMENT............................................11
         15.3     NO RELIANCE.................................................11
         15.4     NO WAIVER...................................................11
         15.5     SEVERABILITY................................................12
         15.6     BINDING NATURE..............................................12
         15.7     NO VARIATION................................................12
         15.8     NO ASSIGNMENT...............................................12
         15.9     COUNTERPARTS................................................12
         15.10    EXTENT THAT THE LAW PERMITS.................................12
         15.11    SPECIFIC PERFORMANCE........................................12
         15.12    CUMULATIVE RIGHTS...........................................12

SCHEDULE 13





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CONTRACT FOR SERVICES AGREEMENT


DATE
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia

                                                                       (COMPANY)

                           JESSELTON  LIMITED c/o Oneworld Ltd,  Global Business
                           Services,   Attention  Maria  Zarkos,   75  Prodromou
                           Avenue,   Oneworld  Parkview  House,  PO  Box  25207,
                           Nicosia 1307, Cyprus

                                                                    (CONTRACTOR)

BACKGROUND
--------------------------

                           This   Agreement   memorializes   the  pre   existing
                           contractual  relationship and formally sets the terms
                           and conditions  between the parties from July 1, 2009
                           and all prior understandings and agreements - oral or
                           written are merged  herein.  The parties  acknowledge
                           that the effective date of this Agreement, regardless
                           of the date hereon,  relates back to the inception of
                           the contractual relationship between the parties.
A.
                           The Company offers the  Contractor  engagement on the
                           terms and conditions set out in this Agreement.

B.                         The   Contractor   wishes  to  accept  the  offer  of
                           engagement on the terms set out in this Agreement.

                           -----------------------------------------------------

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP means the  businesses  and  companies  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

                                      -1-
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CONTRACT FOR SERVICES AGREEMENT
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         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule or such other date as agreed by the parties;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Contractor under this Agreement;

         ENGAGEMENT  COST means the amount set out in Item 4 of the Schedule and
         is made up of a  remuneration  package  including cash payments and non
         cash  payments and benefits  (for the  avoidance of doubt this does not
         include  performance-based  bonuses referred to in clause 4.2) provided
         to  the  Contractor  in  accordance  with  clause  4 and  includes  any
         applicable  taxation  payable  on the  components  of the  remuneration
         package (whether income tax or otherwise);

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups", "Blinko" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
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CONTRACT FOR SERVICES AGREEMENT
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         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Contractor will:

         (a)      be engaged by the Company,  and will continue to be so engaged
                  for the Term unless the  Engagement  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      perform the Engagement at such places as the parties agree;

         (c)      assist  the  Company  under  this   Agreement  with  planning,
                  directing  and  controlling  the  operations of the Company in
                  line with the strategy  agreed by the Board and in  accordance
                  with any  authority  delegated by the Board from time to time.
                  The  Contractor's key areas of  responsibility  are set out in
                  Item 3 of the Schedule to this Agreement;

                                      -3-
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CONTRACT FOR SERVICES AGREEMENT
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         (d)      assist the  Company as may be  required by the Board from time
                  to time consistent with this Agreement; and

         (e)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Contractor will commence the Engagement on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the Engagement  Cost to the Contractor as
                  remuneration for services under this Agreement.

         (b)      The Engagement  Cost shall be adjusted in accordance with this
                  Agreement.

         (c)      Subject to clause 4.1(d),  the Contractor  will be entitled to
                  receive the Engagement Cost wholly by way of cash or partly by
                  way of cash and  partly by way of such other  benefits  as the
                  Company may lawfully provide, as the Contractor may elect from
                  time to time consistent with the policy of the Company on such
                  matters, provided that the cost to the Company does not exceed
                  the Engagement Cost.

         (d)      The  Engagement  Cost will be paid to the  Contractor by equal
                  monthly  instalments  on the  15th  day of  each  Month  or as
                  otherwise agreed.

         (e)      The Engagement  Cost is compensation to the Contractor for all
                  services   provided  under  this   Agreement,   as  such,  the
                  Contractor  is not  entitled to  additional  payment  based on
                  hours worked.

4.2      TAX

         Contractor is an independent  business and shall be solely  responsible
         for making all its own tax returns and  deductions  with regard to tax.
         The  Contractor  agrees to indemnify  the Company in respect of any and
         all claims  that may be made by the  relevant  authorities  against the
         Company in respect of tax.

4.3      PERFORMANCE BONUS

         In addition to the Engagement  Cost, the Board and the Contractor  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 5 of the
         Schedule.

4.4      REVIEW

         (a)      The Contractor's remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Engagement  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Contractor,  the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Contractor,  the remuneration available outside the 30DC Group
                  for   contractors   with   responsibilities   and   experience
                  equivalent to those of the  Contractor  and the benefits which
                  have  accrued  and will  accrue to the  Contractor  under this
                  Agreement. At each review the Engagement Cost may be increased
                  by such  amount  as the  Board  may  determine  and  any  such
                  increase will take effect on the date determined by the Board.

                                      -4-
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CONTRACT FOR SERVICES AGREEMENT
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         (b)      The Contractor  may, at any time in writing,  request that the
                  Engagement  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Engagement  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Engagement  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Engagement Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements provided to the Contractor arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Contractor  to  alter  the  terms of the
                  Agreement accordingly.

5.       EXPENSES
--------------------------------------------------------------------------------

5.1      EXPENSES

         The  Company  will   reimburse  the   Contractor   for  all  reasonable
         travelling,   hotel,  entertainment,   telephone,  internet  and  other
         expenses  properly incurred by the Contractor in the performance of the
         Agreement  provided  that the  Contractor  must produce to the Chairman
         such records and receipts  verifying those expenses as the Chairman may
         reasonably  request in  accordance  with the  Company's  policy in this
         regard from time to time.

6.       CONSULTING SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Contractor:

                  (i)      will provide  services  appropriate to this Agreement
                           and in so  doing  must  use its  best  endeavours  to
                           further the  prosperity and enhance the reputation of
                           the Company and the 30DC Group; and

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Contractor from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      In addition to the above provisions the Contractor must:

                  (i)      assist the  Company  and the 30DC  Group  faithfully,
                           efficiently  and diligently and exercise all due care
                           and  skill  in the  performance  of the  Contractor's
                           services under this Agreement;

                  (ii)     refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iii)    not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business; and

                  (iv)     keep  confidential all raw data and trade secrets the
                           Contractor  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group.

                                      -5-
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CONTRACT FOR SERVICES AGREEMENT
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         (c)      Where appropriate, the Contractor may be required to undertake
                  training as arranged by the Company and the 30DC Group for the
                  acquisition  of a broader range of skills and  competence  and
                  the better performance of the Contractor's services.

         (d)      Each of the Company and the  Contractor  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  contractor  engagement  best practice,  will from time to time
                  introduce   policies  and  procedures  with  respect  to,  for
                  example,  workplace surveillance (including email and internet
                  usage), anti-discrimination,  equal engagement opportunity and
                  occupational health and safety.

         (b)      The  Contractor  agrees to become  familiar with such policies
                  and procedures and comply with them.

         (c)      These  polices  and  procedures  do  not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Contractor   may  include   warning  or  termination  of  this
                  Agreement.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created by the  Contractor  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Engagement,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation, and the Contractor will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Contractor and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Contractor  shall assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Contractor  using the Company's  resources,  on
                  the Company's premises or in the course of the Engagement.

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Contractor,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Contractor must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Contractor  gives  consent to the Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Engagement,   which  would  otherwise  be  an
                  infringement of the Contractor's  moral rights in the relevant
                  work.
                                      -6-
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CONTRACT FOR SERVICES AGREEMENT
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9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Contractor must not, except:

                  (i)      in the proper course of providing services;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Contractor  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which the  Contractor may become  possessed  whilst engaged in
                  any way whatsoever by the Company (collectively referred to as
                  the CONFIDENTIAL INFORMATION).

         (b)      The Contractor must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Engagement,  the  Contractor  must  use its  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Contractor  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Contractor acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Contractor  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Contractor must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may  conflict  with its  provision of
                  services  under this  Agreement  or with the  business  of the
                  Company and the 30DC Group.

         (b)      The  Contractor  may,  with the prior  written  consent of the
                  Board, engage in activities outside the Engagement where:

                  (i)      the Contractor's  involvement in such activities does
                           not  affect  its  provision  of  services  under this
                           Agreement;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

                                      -7-
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CONTRACT FOR SERVICES AGREEMENT
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11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 24 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Engagement  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice   effective   forthwith  and  without  payment  of  any
                  remuneration,  allowances or  incentives of any nature,  other
                  than  as  accrued  to the  date  of  termination.  Termination
                  without   notice   may  occur  in   circumstances   where  the
                  Contractor:

                  (i)      fails  to  provide  services  or  becomes  unable  to
                           provide  the  services  under  this  Agreement  for a
                           period  of not  less  than one  Month or any  periods
                           aggregating  not less than one Month in any period of
                           12 Months;

                  (ii)     is guilty of any serious or wilful misconduct; or

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Contractor,  the  Company  or  the  30DC  Group  into
                           serious disrepute.

                  (iv)     wilfully violates U.S. securities laws.

11.3     BY THE COMPANY WITH NOTICE

         After the initial 24 month restriction on termination,  the Company may
         terminate the  Engagement  at any time by giving six Months'  notice in
         writing to the Contractor.

11.4     BY THE CONTRACTOR WITH NOTICE

          After the initial 24 month restriction on termination,  the Contractor
         may terminate the Engagement by giving six Months' notice in writing to
         the Company.  If the  Contractor  does not give the required  period of
         notice  then  the  Company  may  withhold   money   equivalent  to  the
         Contractor's  remuneration  for the shortfall in the required period of
         notice,  on the basis that amount be forfeited by the Contractor to the
         Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Contractor or the Company gives notice of termination
         of the  Engagement,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do either
         of (a) or (b) below:

         (a)      pay the  Contractor  a lump sum equal to at least the total of
                  all amounts that, if the  Engagement  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Contractor  because  of  the
                  Engagement continuing during that period. If the Company makes
                  that payment then the  Engagement  terminates on tender by the
                  Company to the Contractor of that lump sum; or

         (b)      require the  Contractor to no longer  provide  services to the
                  Company (for the balance of the period of the notice).

         (c)      For the avoidance of doubt, termination notice also terminates
                  the   officer's   position   on  the  date   thereof   without
                  resignation.

                                      -8-
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11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Contractor  gives the other
         notice of termination of the Engagement,  the Board will immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  contractor  to provide the services  that
                  were being carried out by the Contractor  immediately prior to
                  the date upon which any such notice of  termination  is given;
                  and

         (b)      require  the  Contractor  to assist any  contractor  or person
                  appointed  to  provide  the  services  as the  Board  may deem
                  necessary  and for such period  within the six Month period of
                  notice  as the  Board  may  determine  to  ensure  an  orderly
                  handover  of the  Contractor's  services  to  the  replacement
                  provider.

11.7     RETURN OF COMPANY PROPERTY

         The Contractor  expressly  covenants that it shall immediately upon the
         termination   of  the   Engagement   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in its
         possession  or under its control and the  Contractor  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by them.

12.      Reengagement
--------------------------------------------------------------------------------

12.1     REENGAGEMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Contractor  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Contractor  shall be
                  re-engaged for a further term, and if so, on the terms for re-
                  engagement; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of the Term of their  decision  regarding re-
                  engagement pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         (a)      Upon agreement in relation to re- engagement of the Contractor
                  in accordance with this clause 12 the Contractor shall enter a
                  further   agreement  on  termination  or  completion  of  this
                  Agreement;

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

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13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

         the parties must mediate the Dispute in  accordance  with the mediation
         rules of the  State of  Delaware,  United  States  of  America  and the
         mediator  will be selected by the Superior  Court of  Delaware,  United
         States of America from the Superior Court's Mediator's list.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Contractor:

                   Address:      Jesselton Limited
                                 c/o Oneworld Ltd, Global Business Services,
                                 75 Prodromou Avenue, Oneworld Parkview House,
                                 PO Box 25207, Nicosia 1307, Cyprus

                   Email:        clintoncarey@ozemail.com.au
                   Attention:    Maria Zarkos

                                      -10-
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CONTRACT FOR SERVICES AGREEMENT
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         If to the Company:

                   Address:      30DC, INC.
                                 69 Ardmillan Road
                                 Moonee Ponds  VIC  3039
                                 AUSTRALIA

                   Email:        eddale@mac.com
                   Attention:    Edward Dale

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware, United
         States of America.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO RELIANCE

         The  Contractor  acknowledges  that it has entered into this  Agreement
         without relying on any representation by the Company.

15.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

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15.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.8     NO ASSIGNMENT

         The Contractor may not without the prior written consent of the Company
         assign or encumber all or any part of its rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   entity  to  assume  the
         Contractor's obligations under this Agreement.

15.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.




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CONTRACT FOR SERVICES AGREEMENT
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                                    SCHEDULE


ITEM 1                              1st  July 2009
Commencement Date

ITEM 2
Term                                The   period   of  three   years   from  the
                                    Commencement Date

ITEM 3
Key areas of responsibility         The Contractor's key areas of responsibility
                                    will include:

                                    1.       devoting  time and attention to the
                                             business  and to the conduct of the
                                             affairs of the Company and the 30DC
                                             Group, as directed;

                                    2.       using   its  best  and   reasonable
                                             efforts to promote the interests of
                                             the  Company,  the 30DC  Group  and
                                             associated   entities  to  aid  the
                                             profitable operation of the Company
                                             and the 30DC Group;

                                    3.       to make available Mr. Clinton Carey
                                             to act as Chief  Operating  Officer
                                             of  the  Company  as  approved  and
                                             subject   to  the   direction   and
                                             requirements of the Chief Executive
                                             Officer and the Board of Directors;
                                             and

                                    4.       any other  services the parties may
                                             agree upon from time to time.



ITEM 4
Engagement Cost                     US$200,000 PER ANNUM

ITEM 5
Performance Bonus                   If the revenue of the 30DC Group in any year
                                    of  the  Engagement   calculated   from  the
                                    Commencement  Date is  doubled,  the Company
                                    shall issue to the Contractor that number of
                                    shares in the Company  comprising 50% of the
                                    Engagement Cost.


                                    The   Contractor   will   be   entitled   to
                                    participate in any stock option plan adopted
                                    by  the   Company  on  listing  on  the  OTC
                                    Bulletin Board.


                                    The  Contractor  will be  entitled  to other
                                    such benefits and incentive payments, as may
                                    be deemed appropriate by the Company and the
                                    30DC Group.







                                      -13-
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CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )


...................................       ......................................
Secretary/Director                       Director

...................................       ......................................
Name (please Print)                      Name (please Print)




SIGNED by JESSELTON LIMITED                           )
in the presence of:                                   )




...................................       ......................................
Signature of Witness                     Signature of JESSELTON LIMITED

...................................       ......................................
(Print) Name of Witness                  Address























                                      -14-