XcelMobility Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





BOARD ADVISORY AGREEMENT 

          This
Board Advisory Agreement (“Agreement”) is made and entered into as of the
18th day of April, 2012 by and between XcelMobility Inc., a Nevada corporation
(the “Company”), and Jack Zwick, an individual (“Advisor”). In
consideration of the mutual promises contained herein, the parties agree as
follows: 

1.            
  Services and Compensation.

               (a)
Advisor does hereby consent to act as a Director of the Company and to perform
for the Company the services (“Services”) described in Exhibit A
attached hereto. 

               (b)
In consideration for the Services, the Company will: (i) issue Advisor three
hundred and sixty thousand (360,000) shares of Company common stock (the
“Restricted Stock”) subject to the conditions hereinafter provided; (ii)
pay Advisor two thousand five hundred dollars ($2,500) per month commencing
April 1, 2012; provided, however, that the monthly cash payment to Advisor shall
be payable once the Company has closed a debt and/or equity financing of at
least two million dollars ($2,000,000) (the “Financing”); and (iii)
provide Advisor with one (1) round trip business class airline ticket per year
to China to attend Company meetings. It is expressly agreed and understood that
the cash compensation payable to Advisor pursuant to Section 1(b)(ii) shall
accrue on a monthly basis prior to the Financing and that all such accrued
amounts shall be payable to Advisor within thirty (30) days of the completion of
the Financing. 

               (c)
Other than as set forth in Section 1(b) above, any and all additional
compensation payable to Advisor shall be as approved by the Company’s Board of
Directors and shall be consistent with compensation provided to other
independent members of the Company’s Board of Directors and in accordance with
Company policy. 

2.      
      Provisions Regarding Restricted Stock.

               (a)
Vesting of Restricted Stock and Stock Certificates. 

                         (i)
Vesting. The right to unrestricted ownership in the Restricted Stock
under this Agreement shall vest with respect to 1/8th of the total number of
shares of Restricted Stock per quarter from the Vesting Commencement Date (as
defined below) such that all of the Restricted Stock shall vest on January 1,
2013, subject to Advisor’s continuous service, as described in Section 2(a)(ii)
below. As used herein, the “Vesting Commencement Date” shall be April 1, 2012.
All unvested Restricted Stock shall vest immediately upon a merger, sale or
consolidation of the Company (except to a wholly-owned subsidiary for the
purpose of changing domicile or name) or upon Advisor’s death. 

                         (ii)
Permitted Forfeiture of Unvested Restricted Stock. Advisor acknowledges
that if the Restricted Stock has not vested in accordance with Section 2(a)(i)
at such time as Advisor is no longer serving as either a non-employee director
of, an employee of, or active consultant providing services to the Company or
any of its subsidiaries, the Restricted Stock shall immediately be forfeited and
all rights of the Advisor to such Restricted Stock shall terminate without
further obligation on the part of the Company. Upon the forfeiture of any
Restricted Stock, such forfeited Restricted Stock shall be immediately
transferred to the Company without further action by the Company. The Restricted
Stock may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of to the extent that the Restricted Stock
is subject to vesting and in the event of termination of employment with or
services to the Company or any subsidiary for any reason. 

                         (iii)
Deliveries by the Company. A certificate evidencing the Restricted Stock
shall be issued by the Company in Advisor’s name, pursuant to which Advisor
shall have voting rights and shall be entitled to receive all dividends unless
and until the shares of Restricted Stock are forfeited pursuant to this
Agreement. The certificate shall bear a legend evidencing the nature of the
Restricted Stock, and the Company may cause the certificate to be delivered upon issuance to the Secretary
of the Company or to such other depository as may be designated by the Company
for safekeeping until all vesting and forfeiture restrictions lapse pursuant to
the terms of this Agreement. Upon the lapse of the vesting and forfeiture
restrictions, the Company shall cause a new certificate or certificates to be
issued without legend in the name of Advisor. 

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                    Notwithstanding
any other provisions of this Agreement, the issuance or delivery of the
Restricted Stock under this Agreement (whether vested or unvested) may be
postponed for such period as may be required to comply with applicable
requirements of any national securities exchange or any requirements under any
federal or state securities law or regulation. The Company shall not be
obligated to (a) issue or deliver any Restricted Stock if the issuance or
delivery thereof shall constitute a violation of any provision of any law or
regulation of any governmental authority or any national securities exchange,
(b) qualify the issuance of the Restricted Stock in any jurisdiction, or (c)
register the shares of Restricted Stock with the SEC. 

               (b)
Reservation of Shares. The Company agrees that prior to the issuance of
the Restricted Stock represented by this Agreement, there shall be reserved for
issuance such number of the Company’s authorized and unissued shares as shall be
necessary to allow for the issuance of the Restricted Stock issuable hereunder.


               (c)
Suspension and Cancellation of Stock. 

                         (i)
In the event the Company reasonably believes Advisor has committed an act of
misconduct including, but limited to acts specified below, the Company may
suspend Advisor’s right in his unvested Restricted Stock granted hereunder
pending final determination by the Board of the Company (the “Board”). If
Advisor is determined by the Board to have: 

                              (1)
committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to
the Company or a subsidiary; 

                              (2)
deliberately disregarded the rules or policies of the Company or a subsidiary
which resulted in loss, damage or injury to the Company or a subsidiary; 

                              (3)
made any unauthorized disclosure of any trade secret or confidential information
of the Company or a subsidiary; 

                              (4)
induced any partner, collaborator, client or customer of the Company or a
subsidiary to break any contract with the Company or a subsidiary or induced any
principal for whom the Company or a subsidiary acts as agent to terminate such
agency relations; 

                              (5)
engaged in any substantial conduct which constitutes unfair competition with the
Company or a subsidiary; or 

                              (6)
violated any requirement of the Foreign Corrupt Practices Act or any analogous
foreign regulations, 

neither Advisor nor Advisor’s estate shall be entitled to
shares of unvested Restricted Stock. The determination of the Board shall be
final and conclusive. In making its determination, the Board shall give the
Advisor an opportunity to appear and be heard at a hearing before the full Board
and present evidence on Advisor’s behalf. 

               (d)
Advisor Representations.

                         (i)
Purchase for Own Account. Advisor represents that he is acquiring the
Restricted Stock solely for his own account and beneficial interest for
investment and not for sale or with a view to distribution of the Restricted
Stock or any part thereof, has no present intention of selling (in connection
with a distribution or otherwise), granting any participation in, or otherwise
distributing the same, and does not presently have reason to anticipate a change
in such intention. 

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                         (ii)
Information and Sophistication. Advisor hereby: (x) acknowledges that he
has received all the information he has requested from the Company and he
considers necessary or appropriate for deciding whether to acquire the
Restricted Stock, (y) represents that he has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the
offering of the Restricted Stock and to obtain any additional information
necessary to verify the accuracy of such information and (z) further represents
that he has such knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risk of this investment. 

                         (iii)
Ability to Bear Economic Risk. Advisor acknowledges that investment in
the Restricted Stock involves a high degree of risk, and represents that he is
able, without materially impairing his financial condition, to hold the
Restricted Stock for an indefinite period of time and to suffer a complete loss
of his investment. 

                         (iv)
Further Assurances. Advisor agrees and covenants that at any time and
from time to time he will promptly execute and deliver to the Company such
further instruments and documents and take such further action as the Company
may reasonably require in order to carry out the full intent and purpose of this
Agreement and to comply with state or federal laws or other regulatory
approvals. 

               (e)
Restricted Securities. Advisor understands that the Restricted Stock are
characterized as “restricted securities” under the Securities Act of 1933, as
amended (“Securities Act”) inasmuch as they are being acquired from the
Company in a transaction not involving a public offering and that under the
Securities Act and applicable regulations thereunder such securities may be
resold without registration under the Securities Act only in certain limited
circumstances. Accordingly, the Restricted Stock, absent an effective
registration statement, can only be sold pursuant to an exemption from
registration, such as Rule 701 or Rule 144 of the Securities Act. Advisor
understands that the Company is under no obligation to register any of the
securities sold hereunder. 

               (f)
Restrictive Legends and Stop-Transfer Orders. 

                         (i)
Legends. Advisor understands and agrees that the Company will place the
legend set forth below, as applicable, or similar legends on any stock
certificate(s) evidencing the Restricted Stock, together with any other legends
that may be required by state or federal securities laws, the Company’s Articles
of Incorporation or Bylaws, any other agreement between Advisor and the Company
or any agreement between Advisor and any third party: 


  
    
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
        ACT”). THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
        FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
        OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
        AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
        THE 1933 ACT. 

      THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
        TO VESTING AND FORFEITURE RESTRICTIONS AS SET FORTH IN THAT CERTAIN BOARD
        ADVISORY AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
        SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
        ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.      

    

  



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                         (ii)
Stop Transfer Instructions. Advisor agrees that, to ensure compliance
with the restrictions imposed by this Agreement, the Company may issue
appropriate “stop-transfer” instructions to its transfer agent, if any, and if
the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 

                         (iii)
Refusal to Transfer. The Company will not be required (i) to transfer on
its books any Restricted Stock that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement, or (ii) to treat as owner
of such Restricted Stock, or to accord the right to vote or pay dividends, to
any purchaser or other transferee to whom such Restricted Stock have been so
transferred. 

          (g)
Securities Law And Other Regulatory Compliance. The Company shall not be
obligated to issue any Restricted Stock with respect to this Agreement unless
such shares are at that time effectively registered or exempt from registration
under the federal securities laws and the offer and sale of the shares are
otherwise in compliance with all applicable securities laws. Advisor may be
required to furnish representations or undertakings deemed appropriate by the
Company to enable the offer and sale of the shares or subsequent transfers of
any interest in such shares to comply with applicable securities laws. Evidences
of ownership of shares acquired with respect to this Agreement shall bear any
legend required by, or useful for purposes of compliance with, applicable
securities laws or this Agreement. 

3.           
   Confidentiality.

               (a)
“Confidential Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not limited to,
research, services, current and prospective clients, client lists, markets,
processes, financial information, marketing, or other business information
developed by the Advisor pursuant to this Agreement or disclosed by the Company
either directly or indirectly in writing, orally or by drawings. 

               (b)
Advisor will not, during or subsequent to the term of this Agreement, use the
Company’s Confidential Information for any purpose whatsoever other than the
performance of the Services on behalf of the Company or disclose the Company’s
Confidential Information to any third party. It is understood that said
Confidential Information shall remain the sole property of the Company. Advisor
further agrees to take all reasonable precautions to prevent any unauthorized
disclosure of such Confidential Information. Confidential Information does not
include information which (i) is known to Advisor at the time of disclosure to
Advisor by the Company as evidenced by written records of Advisor, (ii) has
become publicly known and made generally available through no wrongful act of
Advisor, or (iii) has been rightfully received by Advisor from a third party who
is authorized to make such disclosure. Without the Company’s prior written
approval, Advisor will not directly or indirectly disclose to anyone the
contents of this Agreement. 

               (c)
Advisor recognizes that the Company has received and in the future will receive
from third parties their confidential or proprietary information subject to a
duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. Advisor agrees that Advisor
owes the Company and such third parties, during the term of this Agreement and
thereafter, a duty to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out the Services for
the Company consistent with the Company’s agreement with such third party. 

               (d)
Upon the termination of this Agreement, or upon the Company’s earlier request,
Advisor will deliver to the Company all of the Company’s property or
Confidential Information that Advisor may have in Advisor’s possession or
control. 

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4.            
Ownership. Advisor agrees that all copyrightable material, notes,
records, drawings, designs, inventions, improvements, developments, discoveries
and trade secrets conceived, made or discovered by Advisor, solely or in
collaboration with others, during the period of this Agreement which relate in
any manner to the business of the Company that Advisor may be directed to
undertake, investigate or experiment with, or which Advisor may become
associated with in work, investigation or experimentation in the line of
business of Company in performing the Services hereunder are the sole property
of the Company. 

5.            
Term and Termination.

               (a)
Either party may terminate this Agreement immediately for breach or upon thirty
(30) days prior written notice for no reason. In addition, this Agreement shall
terminate in the event of the resignation or removal of Advisor from the
Company’s Board of Directors in accordance with the Company’s Bylaws, as
amended. 

               (b)
Upon such termination all rights and duties of the parties toward each other
shall cease except: Sections 3 (Confidentiality) and 6 (Independent Contractor)
shall survive termination of this Agreement. 

6.            
Independent Contractor. Advisor shall perform the Services hereunder as
an independent contractor. Advisor acknowledges and agrees that Advisor is
obligated to report as income all compensation received by Advisor pursuant to
this Agreement, and Advisor agrees to and acknowledges the obligation to pay all
self-employment and other taxes thereon. Advisor further agrees to indemnify the
Company and hold it harmless to the extent of any obligation imposed on Company
(i) to pay in withholding taxes or similar items or (ii) resulting from
Advisor’s being determined not to be an independent contractor. 

7.           
 Miscellaneous. 

               (a)
Entire Agreement. This Agreement is the entire agreement of the parties
and supersedes any prior or contemporaneous agreements whether oral or written
between them with respect to the subject matter hereof. This Agreement may be
changed only if agreed to in writing by both parties. 

               (b)
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument. 

               (c)
Severability; Conflicts. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties to the
maximum extent possible. In any event, all other provisions of this Agreement
shall be deemed valid and enforceable to the full extent possible. 

               (d)
Waiver. The waiver of any term or condition contained in this Agreement
by any party to this Agreement shall not be construed as a waiver of a
subsequent breach or failure of the same term or condition or a waiver of any
other term or condition contained in this Agreement. 

               (e)
Assignment. Neither this Agreement nor any right hereunder or interest
herein may be assigned or transferred by Advisor without the express written
consent of the Company. 

               (f)
Governing Law. This Agreement shall be governed by the laws of the State
of Nevada, excluding its conflicts of laws provisions. 

[Remainder of Page Intentionally Left Blank; Signature
Page Follows] 

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

COMPANY: 

XCELMOBILITY INC., a Nevada
corporation 

	 	By: 	  
	 	  	  
	 	Name: 	Ronald Edward Strauss
	 	  	Executive Chairman of the Board of Directors


ADVISOR: 

JACK ZWICK 

	 	By: 	 


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EXHIBIT A 

SERVICES

	Services. 	Advisor will render to the
      Company the following Services: 


	Serve on the Board of Directors of the Company 


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