EXHIBIT 10.2
            EMPLOYMENT AGREEMENT - CLINTON CAREY, DATED JUNE 19, 2009
<PAGE>









EXECUTIVE SERVICES AGREEMENT







30DC, INC.


and


CLINTON CHARLES CAREY












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













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<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS


<S>      <C>                                                                                                 <C>
1.       DEFINITIONS AND INTERPRETATION......................................................................1

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

2.       ENGAGEMENT AND PLACE OF WORK........................................................................3

         2.1      ENGAGEMENT.................................................................................3
         2.2      PRINCIPAL PLACE OF WORK....................................................................4

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

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

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

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

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

6.       RESPONSIBILITIES AND DUTIES.........................................................................6

7.       LEAVE...............................................................................................7

         7.1      ANNUAL LEAVE...............................................................................7
         7.2      PAID PERSONAL/CARER'S LEAVE................................................................7
         7.3      PUBLIC HOLIDAYS............................................................................8
         7.4      UNPAID CARER'S LEAVE.......................................................................8
         7.5      UNPAID PARENTAL LEAVE......................................................................8
         7.6      COMPASSIONATE LEAVE........................................................................8
         7.7      LONG SERVICE LEAVE.........................................................................8
         7.8      DISCRETIONARY LEAVE........................................................................8
         7.9      ACCIDENT COMPENSATION LEAVE................................................................9

8.       POLICIES AND PROCEDURES.............................................................................9

9.       INTELLECTUAL PROPERTY...............................................................................9

10.      CONFIDENTIALITY....................................................................................10

11.      CONFLICT OF INTEREST...............................................................................10

12.      TERMINATION........................................................................................11

         12.1     RESTRICTION ON TERMINATION................................................................11
         12.2     BY THE COMPANY WITHOUT NOTICE.............................................................11
         12.3     BY THE COMPANY WITH NOTICE................................................................11
         12.4     BY THE EXECUTIVE WITH NOTICE..............................................................11
         12.5     CONSEQUENCES OF TERMINATION...............................................................12
         12.6     BOARD REACTION TO TERMINATION.............................................................12
         12.7     RETURN OF COMPANY PROPERTY................................................................12

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13.      REAPPOINTMENT......................................................................................13

         13.1     REAPPOINTMENT.............................................................................13
         13.2     FURTHER AGREEMENT.........................................................................13

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE.........................................................13

         14.1     DISPUTE...................................................................................13
         14.2     NOTICE OF DISPUTE.........................................................................13
         14.3     DISPUTE RESOLUTION........................................................................13

15.      NOTICES............................................................................................14

16.      GENERAL PROVISIONS.................................................................................15

         16.1     GOVERNING LAW.............................................................................15
         16.2     ENTIRE AGREEMENT..........................................................................15
         16.3     NO RELIANCE...............................................................................15
         16.4     NO WAIVER.................................................................................15
         16.5     SEVERABILITY..............................................................................15
         16.6     BINDING NATURE............................................................................15
         16.7     NO VARIATION..............................................................................15
         16.8     NO ASSIGNMENT.............................................................................15
         16.9     COUNTERPARTS..............................................................................15
         16.10    EXTENT THAT THE LAW PERMITS...............................................................16
         16.11    SPECIFIC PERFORMANCE......................................................................16
         16.12    CUMULATIVE RIGHTS.........................................................................16


SCHEDULE................................................................................................... 17
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


EXECUTIVE SERVICES AGREEMENT


DATE                       19 June 2009
--------------------------

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

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


                                                                       (COMPANY)

                           CLINTON  CHARLES  CAREY  of Unit  1004,  1-19  Lennie
                           Avenue, Main Beach, Queensland, Australia


                                                                     (EXECUTIVE)


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

                           A.       The Company offers the Executive  employment
                                    on the terms and  conditions set out in this
                                    Agreement.

                           B.       The Executive  wishes to accept the offer of
                                    employment  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  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;

         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;

                                      -1-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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         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 10(a);

         EMPLOYMENT means the employment of the Executive under this Agreement;

         EMPLOYMENT COST means the remuneration  package,  including the Salary,
         non salary  payments and benefits (for the avoidance of doubt this does
         not  include  performance-based  bonuses  referred  to in  clause  4.2)
         provided  to the  Executive  in  accordance  with  clauses  4 and 5 and
         includes  any  applicable  taxation  payable on the  components  of the
         remuneration  package  (whether  income  tax,  fringe  benefits  tax or
         otherwise), set out in Item 6 of the Schedule;

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups" 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;

         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;

         SALARY means the amount set out in Item 5 of the Schedule; 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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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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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 AND PLACE OF WORK
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Executive will:

         (a)      be employed by the Company in the position of Chief  Operating
                  Officer of the  Company,  and will  continue to be so employed
                  for the Term unless the  Employment  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      serve  the  Company  as Chief  Operating  Officer  under  this
                  Agreement  with  responsibility  for  planning,  directing and
                  controlling  the  operations of the Company and the 30DC Group
                  in  line  with  the  strategy  agreed  by  the  Board  and  in
                  accordance  with the  authority  delegated to him by the Board
                  from time to time. The Executive's key areas of responsibility
                  are set out in Item 4 of the Schedule to this Agreement;

                                      -3-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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         (c)      serve the Company in such additional  offices or capacities as
                  may be  assigned  to  him  by the  Board  from  time  to  time
                  consistent with his position; and

         (d)      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 Executive  shall perform
         the  Employment  at the  Principal  Place of Work or such  other  place
         nominated  by  him  provided  he is  able  to  perform  his  duties  as
         determined by the Board.

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

         The Executive will commence work on the Commencement Date.

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

4.1      REMUNERATION

         (a)      The Company will pay the  Employment  Cost to the Executive as
                  remuneration for his services.

         (b)      The  Employment  Cost  will  comprise  the  Salary  and  other
                  entitlements  as set out in clause 5.2 and shall  otherwise be
                  adjusted in accordance with this Agreement.

         (c)      Subject to clause  4.1(d),  the Executive  will be entitled to
                  receive the Employment  Cost wholly by way of salary or partly
                  by way of salary and partly by way of such other  benefits  as
                  the Company may lawfully  provide to him, as the Executive 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  fringe  benefits tax, does
                  not exceed the Employment Cost.

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

         (e)      The Executive's  remuneration including the Employment Cost is
                  compensation  to the Executive for all time worked or time off
                  in lieu of time worked, as such, the Executive is not entitled
                  to additional payment for Reasonable  Additional Hours worked,
                  or time off in lieu of Reasonable Additional Hours worked.

4.2      PERFORMANCE BONUS

         In addition to the  Employment  Cost,  the Board and the Executive 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.

4.3      REVIEW

         (a)      The Executive's  remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Employment  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Executive,   the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Executive, the remuneration available in the workforce outside
                  the  30DC  Group  for  persons   with   responsibilities   and
                  experience  equivalent  to  those  of the  Executive  and  the
                  benefits  which have accrued and will accrue to the  Executive


                                      -4-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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                  under this  Agreement.  At each review the Employment 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.

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

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Employment  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 Employment Cost.

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

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

5.1      EXPENSES

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

5.2      OTHER ENTITLEMENTS

         Without  limiting  clause 5.1 in any way,  the  Executive  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  Executive in the  performance  of his duties  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 EXECUTIVE 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;

                                      -5-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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                           (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 12.1, if a Trade Sale
                  or a Takeover  Event  occurs and the  Executive is required to
                  resign as Chief  Operating  Officer  of the  Company  and this
                  Agreement is effectively  terminated,  then in addition to any
                  other entitlements due to the Executive in accordance with the
                  terms of this Agreement, the Executive will be entitled to:

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

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

6.       RESPONSIBILITIES AND DUTIES
--------------------------------------------------------------------------------

         (a)      During the course of the Employment, the Executive:

                  (i)      will  carry  out  the  duties   appropriate   to  his
                           appointment  as  Chief  Operating  Officer  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;

                  (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 Executive  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; and

                  (iii)    may,  with the prior  written  consent  of the Board,
                           accept   appointments   as  a   director   of   other
                           corporations  and to the  boards  of  committees  and
                           charities and devote such time as may be necessary to
                           these  activities  on such  terms  as the  Board  may
                           agree.

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

         (c)      The Executive acknowledges that:

                  (i)      the  Employment  Cost  includes a  provision  for the
                           Reasonable  Additional  Hours which the Executive 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.

                                      -6-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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                  (d)      The Executive  must  undertake such travel during the
                           course  of  the   Employment   as  the   Company  may
                           reasonably require from time to time.

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

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

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

                           (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  Executive  acquires  during the
                                    Employment  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  Executive's  skills  and
                                    abilities.

         (f)      Where appropriate,  the Executive 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 Executive's duties.

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

7.       LEAVE
--------------------------------------------------------------------------------

7.1      ANNUAL LEAVE

         (a)      The Executive  shall be entitled to 20 working days'  holidays
                  in each  calendar  year (in  addition  to the usual  public or
                  statutory  holidays)  to be  taken  at such  times as shall be
                  agreed between the Executive and the Company.

         (b)      Annual leave accrues every four weeks on a pro-rata  basis and
                  is cumulative.

7.2      PAID PERSONAL/CARER'S LEAVE

         (a)      The Executive is entitled to:

                  (i)      accrue an amount of paid personal/carer's  leave, for
                           each completed four-week period of continuous service
                           with the Company, of 1/13 of 20 days of paid personal
                           leave; and

                  (ii)     take an amount of paid personal/carer's  leave if the
                           amount of leave is accrued.

         (b)      Paid  personal  leave  accrues  on a  pro-rata  basis  and  is
                  cumulative.

         (c)      In relation to the accrual in clause 7.2(a)(i),  the Executive
                  will   accrue   this  leave  at  the  rate  of  20  days  paid
                  personal/carer's leave per annum.

                                      -7-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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         (d)      To be  entitled  to paid  personal  leave  during a period the
                  Executive must:

                  (i)      give the  Company  notice that the  Executive  is (or
                           will be) absent from the Employment during the period
                           because of the Executive's illness or the Executive's
                           injury,  or to care for a member  of the  Executive's
                           immediate  family or  household.  The notice  must be
                           given   to  the   Company   as  soon  as   reasonably
                           practicable; and

                  (ii)     for  periods  of paid  personal/carer's  leave of two
                           days or  more,  provide  the  Company  with  either a
                           medical   certificate   from  a   registered   health
                           practitioner,  or if it is not reasonably practicable
                           for the  Executive  to give  the  Company  a  medical
                           certificate,  a  statutory  declaration  made  by the
                           Executive.

         (e)      If at the time the  Employment  ends the Executive has untaken
                  accrued paid personal leave,  the Executive is not entitled to
                  any payment in respect of that untaken leave.

7.3      PUBLIC HOLIDAYS

         The Executive is entitled to public holidays prescribed by the State of
         Delaware, United States of America and Australia.

7.4      UNPAID CARER'S LEAVE

         (a)      The  Executive  is  entitled  to a period  of up to two  days'
                  unpaid  carer's  leave for each  occasion when a member of the
                  Executive's  immediate  family, or a member of the Executive's
                  household, requires care or support because of:

                  (i)      a personal illness, or injury, of the member; or

                  (ii)     an unexpected emergency affecting the member.

         (b)      Notice of unpaid carer's leave must be given to the Company as
                  soon as reasonably practicable.

7.5      UNPAID PARENTAL LEAVE

         The Executive is entitled to unpaid  parental leave in accordance  with
         the provisions of the laws of the State of Delaware.

7.6      COMPASSIONATE LEAVE

         (a)      The  Executive  is  entitled  to two days' paid leave for each
                  permissible occasion.

         (b)      A permissible occasion is the death, serious injury or serious
                  illness of the Executive's immediate family or a member of the
                  Executive's household.

         (c)      Notice of compassionate  leave must be given to the Company as
                  soon as reasonably practicable.

7.7      LONG SERVICE LEAVE

         The  Executive is entitled to long  service  leave in  accordance  with
         applicable legislation.

7.8      DISCRETIONARY LEAVE

         All leave in addition to the leave entitlements outlined in this clause
         is at the  discretion of the Company,  including as to whether any such
         additional leave, if any, is paid or unpaid.

                                      -8-
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EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
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7.9      ACCIDENT COMPENSATION LEAVE

         (a)      In the  event  of a  claim  for  accident  compensation  being
                  brought by the Executive, the Company shall pay the difference
                  between compensation  benefits available under the appropriate
                  State and/or Federal  legislation and the Salary for a maximum
                  period of 52 weeks.  The Executive  may utilise  accrued leave
                  credits for absences beyond the period for which  compensation
                  is made.  Leave without pay may be granted where  entitlements
                  to paid leave have been exhausted.

         (b)      Payments made under clause 7.9(a) shall cease on the date:

                  (i)      on which the Executive is fit to resume duty;

                  (ii)     that the Executive receives a disability benefit from
                           a retirement plan; or

                  (iii)    on which a lump sum redemption is received, whichever
                           comes first.

         (c)      The Executive is obliged to refund any make-up pay received if
                  the Executive receives a settlement sum in a civil claim which
                  specifically compensates the Executive for make-up payments.

8.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  employment  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.

         (b)      The  Executive  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 Employment 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
                  Executive may include warning, suspension or termination.

9.       Intellectual Property
--------------------------------------------------------------------------------

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

         (b)      Notwithstanding  clause 9(a), and to the extent possible,  the
                  Executive  shall  assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Executive using the Company's resources, on the
                  Company's premises or in the course of the Employment.

         (c)      The assignment in clause 9(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                                      -9-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

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

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

         (e)      The  Executive  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  Employment,   which  would  otherwise  be  an
                  infringement of the  Executive's  moral rights in the relevant
                  work.

10.      CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Employment  and at all times after the  termination
                  of the Employment, the Executive 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  Executive  prior  to the
                  Employment  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).

         (b)      The Executive 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  Employment,  the  Executive  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  10(a) and 10(b) of this  Agreement
                  will  continue to apply after  termination  of the  Employment
                  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  Executive  of  this
                  Agreement.

         (e)      Since any breach of the provisions of clauses 10(a), 10(b) and
                  10(c)  of  this  Agreement  may  diminish  the  value  of  the
                  Confidential Information,  the Executive 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 Executive also acknowledges that the Company and
                  the 30DC Group will also be entitled to money damages.

11.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

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

                                      -10-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

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

                  (i)      the  Executive's  involvement in such activities does
                           not affect the performance of his official duties;

                  (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.

12.      TERMINATION
--------------------------------------------------------------------------------

12.1     RESTRICTION ON TERMINATION

         Subject to the  provisions of clauses  5.3(b) and 12.2,  this Agreement
         may not be  terminated  by  either  party  during  the 18 Month  period
         commencing on the Commencement Date.

12.2     BY THE COMPANY WITHOUT NOTICE

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

                  (i)      is or becomes incapacitated by illness or injury from
                           performing  his  duties  under this  Agreement  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;

                  (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 Executive,
                           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; or

                  (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.

12.3     BY THE COMPANY WITH NOTICE

         Subject to clause 12.1, the Company may terminate the Employment at any
         time by giving six Months' notice in writing to the Executive.

12.4     BY THE EXECUTIVE WITH NOTICE

         Subject to clause 12.1,  the Executive may terminate the  Employment by
         giving six Months'  notice in writing to the Company.  If the Executive
         does not give the  required  period  of  notice  then the  Company  may
         withhold  money  equivalent  to the  Executive's  remuneration  for the
         shortfall in the required period of notice, on the basis that amount be


                                      -11-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------

         forfeited by the Executive to the Company.

12.5     CONSEQUENCES OF TERMINATION

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

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

         (b)      require the  Executive to not attend for work (for the balance
                  of the period of the notice); or

         (c)      require  the  Executive  to  continue to attend for work or to
                  work from another  place (for the balance of the period of the
                  notice) but to perform  duties that are different to those the
                  Executive  were  required  to  perform  at  times  during  the
                  Employment,  providing the Executive has the necessary  skills
                  and competencies to perform those duties.

12.6     BOARD REACTION TO TERMINATION

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

         (a)      require  the  Executive  to  resign  from  his  position.  The
                  Executive  irrevocably  appoints the company  secretary of the
                  Company as his  attorney  to provide  his  resignation  on his
                  behalf;

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

         (c)      require the  Executive  to assist any person  appointed as his
                  successor  to carry out the  duties  and  responsibilities  of
                  Chief  Operating  Officer  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 Executive's duties and responsibilities to the
                  successor.

12.7     RETURN OF COMPANY PROPERTY

         The Executive  expressly  covenants that he shall  immediately upon the
         termination   of  the   Employment   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  Executive  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by him.

                                      -12-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


13.      Reappointment
--------------------------------------------------------------------------------

13.1     REAPPOINTMENT

         Subject to clause 13.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Executive  shall  confer  with  the  view to
                  reaching  agreement  as to  whether  the  Executive  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 13.1(a).

13.2     FURTHER AGREEMENT

         Upon  agreement  in  relation to  re-appointment  of the  Executive  in
         accordance with this clause 13:

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

         (b)      the  continued  service of the  Executive  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.

14.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

14.1     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 14,  except  where a party seeks  urgent  interlocutory
         relief.

14.2     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.

14.3     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  from the  Superior  Court's
                  Mediator's List.

                                      -13-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


15.      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 15(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  15(g),  a party  must  address a notice as
                  follows:

         If to the Executive:

                   Address:            Unit 1004, 1- 19 Lennie Avenue
                                       Main Beach, Queensland 4217
                                       Australia
                   Email:              CLINTONCAREY@OZEMAIL.COM.AU
                   Attention:          Clinton Carey


         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.

                                      -14-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


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

         (h)      Despite   anything  in  this  clause  15,  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.

16.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

16.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware.

16.2     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.

16.3     NO RELIANCE

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

16.4     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.

16.5     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.

16.6     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.

16.7     NO VARIATION

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

16.8     NO ASSIGNMENT

         The Executive 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 Executive's
         obligations under this Agreement.

16.9     COUNTERPARTS

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

                                      -15-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------


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

         (c)      All counterparts together constitute one instrument.

16.10    EXTENT THAT THE LAW PERMITS

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

16.11    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.

16.12    CUMULATIVE RIGHTS

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

























                                      -16-
<PAGE>

EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                 SCHEDULE

<S>                                 <C>

ITEM 1                              June 2009
Commencement Date

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

ITEM 3                              Unit 1004, 1-19 Lennie Avenue, Main Beach, Queensland, 4217 Australia
Principal Place of Work

ITEM 4                              The Executive's key areas of responsibility will include:
Key areas of responsibility
                                    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 Company and the 30DC Group, as he may be directed;

                                    2.       using his 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.       reporting to the Board of the Company; and

                                    4.       leading and managing the  day-to-day  operations  of the Company any
                                             other related work that shall reasonably be requested by the Board.

ITEM 5                              US$200,000
Salary

ITEM 6                              US$200,000 + US$                  =
Employment Cost                     US$

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

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



                                      -17-
<PAGE>
EXECUTIVE SERVICES AGREEMENT                                        HWL EBSWORTH
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT



SIGNED for and on behalf of 30DC, INC. by   )/s/ Edward Dale
its authorised officer:                     )...................................
                                              Director

                                             Edward Dale
                                             ...................................
                                              (Print) Full Name



SIGNED by CLINTON CHARLES CAREY             )
in the presence of:                         )



/s/Paul Stephenson                         /s/ Clinton Charles Carey
.......................................     .....................................
Signature of Witness                       Signature of CLINTON CHARLES CAREY

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























                                      -18-