EXHIBIT 10.3
             CONSULTANCY AGREEMENT - DAN RAINE, DATED JULY 15, 2009
<PAGE>



CONSULTANCY AGREEMENT





30DC, INC.


and


DAN RAINE


















Level 14
Australia Square
264-278 George Street
SYDNEY  NSW  2000
DX 129 SYDNEY
ABN 37 246 549 189
Tel:     (02) 9334 8555
Fax:     1300 369 656
WWW.HWLEBSWORTH.COM.AU












<PAGE>


                                TABLE OF CONTENTS



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

         1.1      DEFINITIONS.................................................1
         1.2      INTERPRETATION..............................................3

2.       ENGAGEMENT AND PLACE OF WORK.........................................4

         2.1      ENGAGEMENT..................................................4
         2.2      PRINCIPAL PLACE OF WORK.....................................4

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

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

         4.1      REMUNERATION................................................4
         4.2      TAX.........................................................5
         4.3      PERFORMANCE BONUS...........................................5
         4.4      REVIEW......................................................5

5.       EXPENSES AND OTHER ENTITLEMENTS......................................5

         5.1      REIMBURSEMENT OF EXPENSES...................................5
         5.2      OTHER ENTITLEMENTS..........................................6
         5.3      ENTITLEMENT OF THE CONSULTANT ON THE OCCURRENCE
                  OF A TAKEOVER EVENT OR TRADE SALE...........................6

6.       PERFORMANCE OF SERVICES..............................................6

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

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

9.       CONFIDENTIALITY......................................................8

10.      CONFLICT OF INTEREST.................................................9

11.      TERMINATION..........................................................9

         11.1     RESTRICTION ON TERMINATION..................................9
         11.2     BY THE COMPANY WITHOUT NOTICE...............................9
         11.3     BY THE COMPANY WITH NOTICE.................................10
         11.4     BY THE CONSULTANT WITH NOTICE..............................10
         11.5     CONSEQUENCES OF TERMINATION................................10
         11.6     BOARD REACTION TO TERMINATION..............................10
         11.7     RETURN OF COMPANY PROPERTY.................................11

12.      REAPPOINTMENT.......................................................11

         12.1     REAPPOINTMENT..............................................11
         12.2     FURTHER AGREEMENT..........................................11
<PAGE>

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE..........................11

         13.1     DISPUTE....................................................11
         13.2     NOTICE OF DISPUTE..........................................11
         13.3     DISPUTE RESOLUTION.........................................12

14.      NOTICES.............................................................12

15.      GENERAL PROVISIONS..................................................13

         15.1     GOVERNING LAW..............................................13
         15.2     ENTIRE AGREEMENT...........................................13
         15.3     NO PARTNERSHIP OR EMPLOYMENT...............................13
         15.4     COSTS AND DUTY.............................................13
         15.5     NO RELIANCE................................................14
         15.6     NO WAIVER..................................................14
         15.7     SEVERABILITY...............................................14
         15.8     BINDING NATURE.............................................14
         15.9     NO VARIATION...............................................14
         15.10    NO ASSIGNMENT..............................................14
         15.11    COUNTERPARTS...............................................14
         15.12    EXTENT THAT THE LAW PERMITS................................14
         15.13    SPECIFIC PERFORMANCE.......................................14
         15.14    CUMULATIVE RIGHTS..........................................14

SCHEDULE.................................................................... 15





<PAGE>
CONSULTANCY AGREEMENT


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

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

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


                                                                       (COMPANY)

                              DAN RAINE of 7 Norman Road, Runcorn, Cheshire, WA7
                              SPE, United Kingdom


                                                                    (CONSULTANT)


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

               A.             The Company proposes to acquire the Immediate Edge
                              Business from the  Consultant  in accordance  with
                              the terms and  conditions  of the  Immediate  Edge
                              Business and Assets Acquisition Agreement.

               B.             The  Company  wishes to engage the  Consultant  to
                              provide his skill and knowledge for the benefit of
                              the Company in connection  with the Immediate Edge
                              Business and the 30DC Group.

                              The  Consultant  accepts the Engagement and agrees
                              to make the  Services  available to the Company on
                              the   terms  and   conditions   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  entities  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-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         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 England;

         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;

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

         ENGAGEMENT means the engagement of the Consultant under this Agreement;

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

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business  in  internet  marketing  and small  business  start up, to be
         acquired and  operated by the Company  pursuant to the  Immediate  Edge
         Business and Assets Acquisition Agreement;

         IMMEDIATE  EDGE  BUSINESS AND ASSETS  ACQUISITION  AGREEMENT  means the
         business and assets  acquisition  agreement  between the Consultant and
         the Company to be entered  into on or about the date of this  Agreement
         pursuant to which the Company will acquire the Immediate  Edge Business
         from the Consultant;

         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;

         PRINCIPAL  PLACE OF WORK means the  principal  place of work set out in
         Item 3 of the Schedule;

         REASONABLE  ADDITIONAL  HOURS means  hours in excess of normal  working
         hours but such that the total  number of hours worked per week does not
         exceed 48 hours in any given week;

         REMUNERATION  means the  remuneration  package,  including  the Service
         Fees,  non fee payments and benefits  (for the  avoidance of doubt this
         does not include  performance-based  bonuses referred to in clause 4.2)
         provided to the Consultant in accordance with clause 4, set out in Item
         6 of the Schedule;

         SERVICE FEES means the service fees set out in Item 5 of the Schedule;

         SERVICES  means the services  provided by the Consultant to the Company
         in accordance  with the terms of this  Agreement,  details of which are
         set out in Item 4 of the Schedule to this Agreement; and

                                      -2-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         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;

         (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 England;

         (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.


                                      -3-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


2.       ENGAGEMENT AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Company engages the Consultant to:

         (a)      provide the Services to the Company and the 30DC Group for the
                  Term unless the  Engagement  is  terminated by either party in
                  accordance with the terms of this Agreement;

         (b)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with the Services; and

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

2.2      PRINCIPAL PLACE OF WORK

         The Company  acknowledges  and agrees that the Consultant shall perform
         the  Services  at the  Principal  Place  of Work or  such  other  place
         nominated  by him  provided  he is  able to  perform  the  Services  as
         determined by the Board.

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

         The Consultant will commence work on the Commencement Date.

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

4.1      REMUNERATION

         (a)      The Company will pay the  Remuneration  to the  Consultant  as
                  remuneration for his services.

         (b)      The  Remuneration  will  comprise  the Service  Fees and other
                  entitlements  as set out in Item 6 of the  Schedule  and shall
                  otherwise be adjusted in accordance with this Agreement.

         (c)      Subject to clause 4.1(d),  the Consultant  will be entitled to
                  receive  the  Remuneration  wholly by way of  service  fees or
                  partly by way of service  fees and partly by way of such other
                  benefits as the Company  may  lawfully  provide to him, as the
                  Consultant  may elect  from time to time  consistent  with the
                  policy of the Company on such matters,  provided that the cost
                  to the Company,  including any applicable tax, does not exceed
                  the Remuneration.

         (d)      The  Service  Fees will be paid to the  Consultant  monthly in
                  arrears, on or before the 15th day of each Month following the
                  Month for which the payment is made, apportioned, if necessary
                  on a daily basis,  or as otherwise  agreed between the parties
                  in writing.

         (e)      The  Remuneration is  consideration  to the Consultant for all
                  time worked or time off in lieu of time worked,  as such,  the
                  Consultant   is  not  entitled  to   additional   payment  for
                  Reasonable  Additional  Hours  worked,  or time off in lieu of
                  Reasonable Additional Hours worked.

                                      -4-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


4.2      TAX

         (a)      Where the  Consultant is a bona fide  self-employed  person he
                  shall be solely responsible for making all his own returns and
                  deductions  with  regard  to tax  and  national  insurance  in
                  respect  of the  Remuneration  and the  Consultant  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 and national insurance.

         (b)      Where the Consultant is not a bona fide self-employed  person,
                  invoices  should  quote the  Consultant's  national  insurance
                  number. In this instance national  insurance and income tax at
                  standard  rates will be deducted by the Company before payment
                  is made.  If the  Consultant's  personal tax liability is at a
                  higher   rate  then  he  must   notify  the   Inland   Revenue
                  accordingly.

4.3      PERFORMANCE BONUS

         In  addition to the  Remuneration,  the Board and the  Consultant  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 7 of the
         Schedule.

4.4      REVIEW

         (a)      The  Remuneration  will be  subject  to  annual  review by the
                  Board.  At each  review,  the  Remuneration  will be  reviewed
                  having regard to such matters as the  responsibilities  of the
                  Consultant,  the  performance  of the Immediate Edge Business,
                  the  performance  of  the  Company,  the  performance  of  the
                  Consultant,  the remuneration available outside the 30DC Group
                  for persons with responsibilities and experience equivalent to
                  those of the  Consultant and who provide  services  similar to
                  the  Services  and the  benefits  which have  accrued and will
                  accrue to the Consultant under this Agreement.  At each review
                  the  Remuneration 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.

         (b)      The Consultant  may, at any time in writing,  request that the
                  Remuneration   be  varied.   The  Company  may  after  a  full
                  investigation  into performance  agree to the variation of the
                  Remuneration  and the terms of this Agreement shall be altered
                  accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation  of  the  Remuneration.  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  Remuneration.  (d) In the event that there is a change in
                  the cost of the other entitlements  provided to the Consultant
                  arising from any cause whatsoever,  the Company shall have the
                  right after  notification to the Consultant to alter the terms
                  of the Agreement accordingly.

5.       EXPENSES AND OTHER ENTITLEMENTS
--------------------------------------------------------------------------------

5.1      REIMBURSEMENT OF EXPENSES

         The Company will reimburse the  Consultant for all reasonable  business
         class travel, hotel, entertainment,  home telephone, internet and other
         expenses  properly  incurred by him in the  provision  of the  Services
         provided that the Consultant  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.

                                      -5-
<PAGE>

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way, the  Consultant  will also be
         entitled to:

         (a)      use a Company  credit  or debit  card  linked to a  designated
                  expense  account for such expenses as are reasonably  incurred
                  by the Consultant in the performance of the Services  provided
                  that such expenses are supported by appropriate receipts; and

         (b)      an appropriate  level of coverage for a senior executive under
                  the Company's director's and officer's insurance.

5.3      ENTITLEMENT  OF THE CONSULTANT ON THE OCCURRENCE OF A TAKEOVER EVENT OR
         TRADE SALE

         (a)      For the purposes of this clause 5.3:

                  (i)      a TAKEOVER  EVENT  occurs if, at any time  during the
                           Term,  an  off-market  bid, a market  bid,  scheme of
                           arrangement  or  offer or  invitation  is made to all
                           shareholders  of the Company to purchase or otherwise
                           acquire  shares from them  within a specified  period
                           and the bid,  scheme or offer becomes  unconditional,
                           and:

                           (A)      the  offeror  has at least 50% of the voting
                                    power in the Company; or

                           (B)      the directors issue a statement recommending
                                    that the bid,  scheme  or offer (as the case
                                    may  be)  be   accepted   or   approved   by
                                    shareholders of the Company; and

                  (ii)     TRADE SALE means a sale of:

                           (A)      the  main  operating   subsidiaries  of  the
                                    Company;

                           (B)      all or a substantial part of the 30DC Group;
                                    or

                           (C)      all or  substantially  all of the  assets of
                                    the Company,

                          during the Term.

         (b)      Notwithstanding the provisions of clause 11.1, if a Trade Sale
                  or a Takeover  Event occurs and this  Agreement is effectively
                  terminated,  then in addition to any other entitlements due to
                  the Consultant in accordance with the terms of this Agreement,
                  the Consultant will be entitled to:

                  (i)      be paid a lump sum equal to at least the total of all
                           amounts that,  if the  Agreement had continued  until
                           the end of the Term,  the  Company  would have become
                           liable  to  pay  to  the  Consultant  because  of the
                           Agreement continuing during that period; and

                  (ii)     be issued  with that  number of shares in the Company
                           comprising 50% of the Service Fees.

6.       PERFORMANCE OF SERVICES
--------------------------------------------------------------------------------

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

                  (i)      will carry out the  Services  to his best  reasonable
                           skill  and  ability  and in so  doing he must use his
                           best endeavours to further the prosperity and enhance
                           the  reputation of the Company and the 30DC Group and
                           must comply with all lawful  orders and  instructions
                           given to him by the Board; and

                                      -6-
<PAGE>

                  (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 Consultant 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)      Unless  absent on leave as provided  under this  Agreement  or
                  through illness or injury, during the course of the Engagement
                  the Consultant must devote the whole of his time and attention
                  during normal  working hours and at such other times as may be
                  reasonably  necessary to the  provision of the Services and to
                  the business of the 30DC Group.

         (c)      The Consultant acknowledges that:

                  (i)      the   Remuneration   includes  a  provision  for  the
                           Reasonable  Additional Hours which the Consultant may
                           be required to work; and

                  (ii)     he has no further  entitlement  to pay or time off in
                           lieu for all such Reasonable  Additional Hours worked
                           by him.

         (d)      The Consultant must undertake such travel during the course of
                  the Engagement as the Company may reasonably require from time
                  to time.

         (e)      In addition to the above provisions the Consultant must:

                  (i)      carry  out all  lawful  and  reasonable  instructions
                           given to the  Consultant  by the Board in relation to
                           the Services;

                  (ii)     serve  the  Company  and the 30DC  Group  faithfully,
                           efficiently  and diligently and exercise all due care
                           and skill in the performance of the Services;

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

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

                  (v)      keep  confidential all raw data and trade secrets the
                           Consultant  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; and

                  (vi)     carry out any other duties reasonably required by the
                           Company  and  the  30DC  Group  to  the  best  of the
                           Consultant's skills and abilities.

         (f)      Each of the Company and the  Consultant  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
                  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   employment   opportunity   and
                  occupational health and safety.

                                      -7-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The  Consultant  agrees to read and become  familiar with such
                  policies  and  procedures  and comply with them and  encourage
                  others to do likewise.

         (c)      These  policies  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
                  Consultant may include warning or termination.

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

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created by the  Consultant  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 Consultant will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Consultant and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Consultant  shall assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Consultant  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
                           Consultant,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

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

         (e)      The  Consultant  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 Consultant's  moral rights in the relevant
                  work.

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

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

                  (i)      in the proper course of his duties;

                  (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  Consultant  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which  he may  become  possessed  whilst  employed  in any way
                  whatsoever  by the  Company  (collectively  referred to as the
                  CONFIDENTIAL INFORMATION).

                                      -8-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


         (b)      The Consultant 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 Term, the Consultant  must use his 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  Consultant  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 Consultant 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 Consultant  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

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

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

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

                  (i)      the Consultant's  involvement in such activities does
                           not affect the provision of the Services;

                  (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.

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 Agreement for reasons
                  specified  in  this  clause,  it  may do so by  giving  notice
                  effective   forthwith   and  without   payment  of  any  fees,
                  allowances or incentives of any nature,  other than as accrued
                  to the date of  termination.  Termination  without  notice may
                  occur in circumstances where the Consultant:

                  (i)      is or becomes incapacitated by illness or injury from
                           performing the Services for a period of not less than
                           three consecutive  Months or any periods  aggregating
                           not  less  than  three  Months  in any  period  of 12
                           Months;

                                      -9-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


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

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

                  (iv)     becomes  prohibited  by law from  becoming or holding
                           office as a director;

                  (v)      is or  becomes  bankrupt  or makes a  composition  or
                           arrangement  with his  creditors  generally  or takes
                           advantage  of any statute for the relief of insolvent
                           debtors;

                  (vi)     is or  becomes  of  unsound  mind or a  person  whose
                           person or estate is liable to be dealt with under any
                           law relating to mental health; or

                  (vii)    fails to carry out any  provision  of this  Agreement
                           (the  onus of proof of  which,  upon the  balance  of
                           probabilities,  will rest with the  Company) and does
                           not  remedy  that  failure  within  seven  days after
                           written notice to the  Consultant  requiring it to be
                           remedied.

11.3     BY THE COMPANY WITH NOTICE

         Subject to clause 11.1,  the Company may terminate the Agreement at any
         time by giving six Months' notice in writing to the Consultant.

11.4     BY THE CONSULTANT WITH NOTICE

         Subject to clause 11.1,  the  Consultant may terminate the Agreement at
         any time by giving six Months' notice in writing to the Company. If the
         Consultant does not give the required period of notice then the Company
         may withhold money  equivalent to the Remuneration for the shortfall in
         the required period of notice, on the basis that amount be forfeited by
         the Consultant to the Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Consultant or the Company gives notice of termination
         of the Agreement, on the date that notice is given or at any time after
         that  during the  currency  of the  notice,  the  Company  will pay the
         Consultant 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  Consultant
         because of the Engagement continuing during that period. If the Company
         makes  that  payment  then the  Agreement  terminates  on tender by the
         Company to the Consultant of that lump sum.

11.6     BOARD REACTION TO TERMINATION

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

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  person to undertake,  as successor to the
                  Consultant, the performance of the Services and the duties and
                  responsibilities that were being carried out by the Consultant
                  immediately  prior to the date upon  which any such  notice of
                  termination is given; and

         (b)      require the  Consultant to assist any person  appointed as his
                  successor  to perform  the  Services  and to perform  all such
                  tasks and provide all such  assistance to the successor 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    Consultant's    duties   and
                  responsibilities to the successor.

11.7     RETURN OF COMPANY PROPERTY

         The Consultant  expressly  covenants that he shall immediately upon the
         termination   of  the   Agreement   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 his
         possession  or under his control and the  Consultant  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -10-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


12.      REAPPOINTMENT
--------------------------------------------------------------------------------

12.1     REAPPOINTMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Consultant  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Consultant  shall be
                  re-appointed  for a further term,  and if so, on the terms for
                  re-appointment; 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-appointment pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         Upon  agreement  in relation to  re-appointment  of the  Consultant  in
         accordance with this clause 12:

         (a)      the Consultant shall enter a further  agreement on termination
                  or completion of this Agreement;

         (b)      the continued  service of the  Consultant  shall be recognised
                  under the new  agreement  so as to avoid any break of service;
                  and

         (c)      any accrued or pro-rata  entitlements shall be carried forward
                  into the new 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.

                                      -11-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


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 English law and the  mediator  will be selected by the English
         courts.

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 Consultant:

                   Address:            Dan Raine
                                       7 Norman Road
                                       Runcorn, Cheshire WA7 SPE
                                       United Kingdom
                   Email:              DAN@WURANGA.COM
                   Attention:          Dan Raine


                                      -12-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------



         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA
                   Facsimile:          +61 8 8338 4099
                   Email:              RANDALL.EWENS@CORPORATELOGIC.COM.AU
                   Attention:          Randall Ewens

         (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 England and the parties agree
         to submit to the non-exclusive jurisdiction of the English courts.

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 PARTNERSHIP OR EMPLOYMENT

         (a)      Nothing in this  Agreement is intended to create a partnership
                  between the Consultant and the Company.

         (b)      This  Agreement  does  not  constitute  the   relationship  of
                  employee and employer between the Consultant and the Company.

15.4     COSTS AND DUTY

         (a)      The Company will pay the costs connected with the negotiation,
                  preparation and execution of this Agreement.

         (b)      The  Company  must pay all  stamp  duty and  other  government
                  imposts  payable in  connection  with this  Agreement  and all
                  other documents and matters referred to in this Agreement when
                  due.

                                      -13-
<PAGE>

CONSULTANCY AGREEMENT                                               HWL EBSWORTH
--------------------------------------------------------------------------------


15.5     NO RELIANCE

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

15.6     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.

15.7     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.

15.8     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.

15.9     NO VARIATION

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

15.10    NO ASSIGNMENT

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

15.11    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.

15.12    EXTENT THAT THE LAW PERMITS

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

15.13    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.

15.14    CUMULATIVE RIGHTS

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



                                      -14-

<PAGE>
<TABLE>
<CAPTION>

CONSULTANCY AGREEMENT                                                                                 HWL EBSWORTH
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>

                                               SCHEDULE


ITEM 1                              June 2009
Commencement Date

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

ITEM 3                              7 Norman Road, Runcorn, Cheshire WA7 SPE, United Kingdom
Principal Place of Work

ITEM 4                              The services provided by the Consultant will include:
Services
                                    1.       devoting  his time and  attention,  including  during the  Company's
                                             normal  business  hours,  to the  business and to the conduct of the
                                             affairs of the Immediate Edge Business,  the Company and the rest of
                                             the 30DC Group, as he may be directed;

                                    2.       using his best and  reasonable  efforts to promote the  interests of
                                             the  Immediate  Edge  Business,  the  Company,  the rest of the 30DC
                                             Group and  associated  entities to aid the  profitable  operation of
                                             the Immediate  Edge  Business,  the Company and the rest of the 30DC
                                             Group;

                                    3.       reporting to the Board of the Company; and

                                    4.       leading and  managing the  day-to-day  operations  of the  Immediate
                                             Edge  Business as the Company may direct and any other  related work
                                             that shall reasonably be requested by the Board.



ITEM 5                              US$
Service Fees

ITEM 6                              US$250,000  + US$   + US$   =
Remuneration                        US$

                                    1.       If the  revenue  of the  30DC  Group  in any  year of the  Agreement
ITEM 7                                       calculated from the Commencement Date is doubled,  the Company shall
Performance bonus                            issue  to the  Consultant  that  number  of  shares  in the  Company
                                             comprising 50% of the Service Fees.

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

                                    3.       The  Consultant   will  be  entitled  to  other  such  benefits  and
                                             incentive payments,  as may be deemed appropriate by the Company and
                                             the 30DC Group
</TABLE>

<PAGE>



EXECUTED AS AN AGREEMENT


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

/s/ Clinton Carey                               /s/ Edward Dale
..........................................       ................................
Secretary/Director                              Director

Clinton Carey                                   Edward Dale
..........................................       ................................
Name (please Print)                             Name (please Print)




SIGNED by DAN RAINE in the presence of:     )
                                            )



                                                /s/ Dan Raine
..........................................       ................................
Signature of Witness                            Signature of DAN RAINE

                                                7 Norman Road, Runcorn,
                                                Cheshire WA7 SPE, United Kingdom
..........................................       ................................
(Print) Name of Witness                         Address