ex10-1.htm


    Exhibit 10.1


     

    INVESTOR
      RELATIONS AGREEMENT

     

     

    This
      Agreement dated for reference the 1st of November, 2006 (the "Effective Date"),
      by and among OL Funding Inc., a company incorporated under the laws of
      Nevada, (the "Company") and Investor Relations International, a company
      incorporated under the laws of Nevada, ("Investor Representative") and is made
      and entered into in light of the following recitals which are a material part
      hereof.

     

    
      	
               

            	
              A.

            	
              The
                common stock of the Company is not subject to a valid registration
                statement and may not be traded publicly but the Company has undertaken
                steps to file a registration statement and commence periodic reporting
                such that its common stock might be listed on a national exchange
                or
                listing service, including the NASD’s OTC bulletin board listing
                service;

            


    

     

    
      	
               

            	
              B.

            	
              The
                Company wishes to retain the Investor Representative to assist with
                its
                communications with investors and the investment community and the
                Investor Representative has agreed to assist in this regard all in
                accordance with the terms of this agreement (the
                "Agreement");

            


    

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements
      herein contained, the parties hereto agree as follows:

     

    1.
      Appointment and Authority of the Investor
      Representative

     

    1.1
      Appointment of the Investor Representative

     

    The
      Company appoints the Investor Representative to perform the services for the
      benefit of the Company hereinafter set forth, and the Company authorizes the
      Investor Representative to exercise the powers provided under this Agreement.
      The Investor Representative accepts this appointment on the terms and conditions
      herein set forth.

     

    1.2
      Independent Investor Representative

     

    In
      performing the services hereunder, the Investor Representative shall
      be:

     

    (a)
      An
      independent agent and not an employee or officer of the Company and the Investor
      Representative shall have no authority and may not convey or exhibit “apparent
      authority,” except that the Investor Representative shall have the right to act
      as an agent of the Company solely in circumstances where the Investor
      Representative must serve in that capacity to carry out its enumerated
      obligations as set forth in this Agreement provided the specific actions are
      approved in writing in advance by the Company. Nothing in this Agreement shall
      be deemed to require the Investor Representative to provide his services
      exclusively to the Company and the Investor Representative hereby acknowledges
      that the Company is not required and shall not be required to make any
      remittances and payments required of employers by statute on the Investor
      Representative's behalf and the Investor Representative shall not be entitled
      to
      the fringe benefits provided by the Company to its employees; and

     

    (b)
      Responsible for the management of its employees and without limiting the
      generality of the foregoing, shall be responsible for payment to the proper
      authorities of all unemployment insurance premiums, Pension Plan contributions,
      Worker's Compensation premiums and all other employment expenses for all of
      the
      Investor Representative's employees. The Investor Representative shall solely
      be
      responsible for deduction and remittance of all income tax due from itself
      and
      its employees.

     

    2.
      Duties of the Investor Representative

     

    2.1
      General Duties and Responsibilities

     

    The
      Investor Representative shall:

     

    (a)
      Assist the Company with the development and creation of materials and
      communications tools to promote positive relations between the Company and
      the
      investment community pursuant to the terms and conditions of this
      Agreement;

     

     

    
      
        
        

      

      
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    (b)
      Communicate, including issuance of press releases, with Investors, potential
      investors, members of the investment community, including broker-dealers, market
      makers and analysts and members of the press and reporting media in such manner
      as to convey the image, message and similar terms about the Company and respond
      to written, email or phone inquiries by investors, potential investors and
      members of the investment community and the press always in a manner that
      conforms to applicable laws including but not limited to Regulation FD and
      rules
      and prohibitions on insider trading and conditioning the market.

     

    (c)
      Implement or cause to be implemented decisions of the Company regarding its
      appearance, image, identity, investor relations, public relations and/or
      communications with the investment community at the instruction of the
      Company;

     

    (d)
      At
      all times, be subject to the direction of the Company such that all
      communications and all materials disseminated by Investor Representative shall
      have been approved in advance by the Company and shall keep the Company informed
      as to all matters concerning its activities;

     

    (e)
      Meet
      the performance standards that may be reasonably prescribed by the Company
      from
      time to time; and

     

    (f)
      Subject always to the general or specific instructions and directions of the
      President or a senior communications or marketing officer reporting directly
      to
      the president and having full power and authority to provide investor relations
      services on behalf of the Company except in respect of such matters and duties
      as by law must be transacted or performed by the board of directors or senior
      officers of the Company.

     

    2.2
      Manner of Delivery of Investor Representative's Activities

     

    The
      Investor Representative shall:

     

    (a)
      Conform to all lawful instructions and directions from time to time given to
      him
      by the officers and directors of the Company;

     

    (b)
      Devote sufficient time and attention to the business and affairs of the Company
      to fully and properly carry out the services contemplated by this
      Agreement;

     

    (c)
      Assist with coordinating and disseminating news and information of the Company
      to the public and to the shareholders of the Company;

     

    (d)
      Initiate and maintain contact with brokers and brokerage houses to provide
      them
      with the news of the Company;

     

    (e)
      Arrange for the attendance or representation of the Company at conferences
      of
      analysts;

     

    (f)
      Subject to the control and direction of the Company, prepare corporate and
      product related materials for distribution to brokers, analysts, and investment
      advisers, and distribute same to brokers, analysts and investment
      advisors;

     

    (g)
      Do
      all such acts and things as may be required to foster a positive reputation
      of
      the Company and its securities in the investment marketplace;

     

    (h)
      Notify the Company of any inquiry, complaint or request made by the general
      public or any regulatory authority and deliver to the Company copies of any
      supporting papers received in connection with such inquiry, complaint and
      request;

     

    (i)
      Timely perform any other services or functions reasonably required by the
      Company and within the general scope of the Investor Representative's duties
      as
      set forth in this Agreement and otherwise operate and manage the promotional
      activities of the Company in accordance with and as limited by this
      Agreement;

     

    (j)
      Perform all other functions relating to promotional activities of the Company
      as
      may be customary and usual for the exclusive expert promotion of a company
      of
      the size and nature of the Company, in accordance and as limited by this
      Agreement;

     

    (k)
      Well
      and faithfully serve the Company and use his best efforts to promote the
      interests of the Company; and

     

    (l)
      Refrain from acting in any manner contrary to the best interests of the Company
      or contrary to any applicable rule or regulation promulgated under any
      securities laws to which the Investor Representative or the Company may be
      obligated including but not limited to Regulation FD and rules and prohibitions
      on insider trading and conditioning the market.

     

     

    
      
        
        

      

      
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    2.3
      Dissemination of Information

     

    The
      Investor Representative:

     

    (a)
      Shall
      not disseminate or spread false or misleading information relating to the
      Company to any person or any communication or information which could constitute
      a violation of applicable securities laws and rules and regulations promulgated
      thereunder including but not limited to Regulation FD and rules and prohibitions
      on insider trading and conditioning the market;

     

    (b)
      Shall
      disseminate any news and information which is specifically authorized in writing
      by the Company; and

     

    (c)
      May
      relay on written information received from the Company, and will so disclose
      this fact in all communications.

     

    No
      act or
      omission by the Company shall act to waive the requirements of this Section
      2.3.

     

    2.4
      Authority of the Investor Representative

     

    The
      Company hereby authorizes the Investor Representative, subject to the other
      provisions of this Agreement, to do all acts and things as the Investor
      Representative may in his discretion deem necessary or desirable to enable
      the
      Investor Representative to carry out his duties.

     

    2.5
      Limitations and Restrictions

     

    The
      Investor Representative shall not be entitled to enter into any commitment,
      contractual or other, binding upon, or pledge the credit of, the Company without
      the express prior written consent of the President or the
      directors.

     

    2.6
      Impossibility of Performance

     

    If
      the
      performance of any duty of the Investor Representative set forth in this
      Agreement is beyond the reasonable control of the Investor Representative,
      the
      Investor Representative shall nonetheless be obliged to use his best efforts
      to
      perform such duty and to notify the Company that the performance of such duty
      is
      beyond his reasonable control.

     

    2.7
      Compliance with Laws

     

    The
      Investor Representative agrees that it will perform the services under this
      Agreement in accordance with all applicable laws including, but not limited
      to
      the Securities Act of 1933, the Securities Exchange Act of 1933 and 1934, the
      rules and regulations promulgated thereunder, the various state securities
      laws,
      and the rules and policies of the NASD and the rules and policies of any
      national listing service (such as “pinksheets.com” ) or stock quotation service
      or exchange (such as the NASDAQ), as applicable (all the “Securities
      Laws”).  In furtherance of this requirement, the Investor
      Represenative represents and warrants that it and its officers, employees and
      agents: (i) have adequate knowledge of securities laws including those relating
      to improper stock promotion; (ii) can carry out the duties enumerated herein
      without violating such laws; (iii) will advise the Company of any potential
      violations of any of the Securities Laws; and will not violate any of the
      Securities Laws in any communications with any investor, the investment
      community or any agency empowered to enforce the Securities Laws.

     

    2.8
      Indemnity

     

    The
      Investor Representative agrees to indemnify and save the Company harmless with
      respect to any claim, suit, proceedings or judgment, whether regulatory in
      nature or brought in a court of competent jurisdiction arising from any breach
      of this Agreement by the Investor Representative.  The Company has the
      right to rely on the knowledge and expertise and proposed course of conduct
      of
      Investor Representative that would insure no violations of any of the Securities
      Laws and Investor Representative acknowledges that the Company may rely on
      its
      knowledge and expertise and proposed course.

     

    3.
      Company's Agreements

     

    3.1
      Compensation of the Investor Representative

     

     

    
      
        
        

      

      
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    As
      compensation for the services rendered by the Investor Representative pursuant
      to this agreement, the Company agrees to pay the Investor Representative and
      Investor Representative agrees to accept One Million Five Hundred Thousand
      (1,500,000) shares of common stock of the Company, which shares will be issued
      without registration and therefore subject to restrictions on
      trading.  The Company and Investor Representative agree and confirm
      that, in consideration of the execution of the Agreement, and the performance
      of
      its obligations hereunder, the Company will grant, convey and issue to Investor
      Representative, the shares of common stock of the Company which are conveyed
      as
      if sold at their par value of $.001 per share, based on an agreed valuation
      for
      the work rendered and to be rendered being valued, for purposes herein, as
      $1,500.00, for which Investor Representative is deemed to have received same
      as
      of the date of execution.  The right to receive the Shares at the
      agreed-upon value and the issuance and delivery of same to the Investor
      Representative constitutes the consideration for Investor Representative’s
      services.  The Investor Representative agrees not to sell any stock in
      any manner prohibited by law including in connection with any “promotion” of the
      Company for the sole purpose of allowing parties to sell shares of stock during
      periods of high stock trading volume.

     

    3.2
      The Investor Representative's Expenses

     

    The
      Company further agrees to pay the Investor Representatives expenses incurred
      pursuant to the investor relations program including reasonable disbursements
      and any applicable taxes imposed thereon which will include travel and
      accommodation expenses, outside services, and all other out of pocket expenses
      incurred by the Investor Representative in the performance of its obligations
      pursuant to this Agreement, provided that the Investor Representative will
      not
      incur any single expenditure in excess of US$500.00 without obtaining the prior
      written consent of the Company. The Investor Representative agrees to provide
      the Company with support documentation for the disbursements and expenses
      incurred where procurable. A monthly accounting will be provided of the expenses
      incurred.

     

    3.3
      Access to Company Information

     

    The
      Company shall make available to the Investor Representative such information
      and
      data and shall permit the Investor Representative to have access to such
      documents or premises as are reasonably necessary to enable him to perform
      the
      services provided for under this Agreement.

     

    3.4
      Indemnity

     

    The
      Company will indemnify and save harmless the Investor Representative against
      any
      liability to the Investor Representative resulting from any material
      misstatements, misrepresentations or omissions in information provided by the
      Company to the Investor Representative and utilized by the Investor
      Representative in the performance of its services hereunder.

     

    4.
      Duration of Service

     

    4.1
      Effective Date

     

    This
      Agreement shall commence as of November 1, 2006. and may
      be executed
      thereafter but shall be treated as executed nunc pro tunc on that
      date.

     

    4.2
      Term

     

    This
      Agreement shall enure to the benefit of the parties for a period of one year
      commencing as of the Effective Date, with an automatic renewal (unless
      terminated) for an additional two years at terms and conditions as mutually
      agreed upon.

     

     

    
      
        
        

      

      
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    4.3
      Termination

     

    This
      Agreement may be terminated by:

     

    (a)
      The
      Company, at any time, giving the Investor Representative written notice of
      such
      termination at least 90 days prior to the termination date set forth in that
      notice;

     

    (b)
      The
      Investor Representative, at any time, giving the Company written notice of
      such
      termination at least 90 days prior to the termination date set forth in that
      notice;

     

    (c)
      Upon
      the occurrence of any default by the Investor Representative, by the Company
      giving written notice to the Investor Representative specifying the nature
      of
      such default. For the purposes of this Agreement, a default by the Investor
      Representative shall be defined as the occurrence of any one or more of the
      following:

     

    (i)
      The
      Investor Representative fails to perform any of his services in the manner
      or
      within the time required herein or commits or permits a breach of or default
      of
      any of his duties, liabilities or obligations hereunder and fails to fully
      cure
      or remedy such failure, breach or default; or

     

    (ii)
      The
      Company, acting reasonably, determines that the Investor Representative is
      acting or is likely to act in a manner detrimental to the Company or has
      violated or is likely to violate the confidentiality of any information relating
      to the Company;

     

    (d)
      The
      Company, immediately, without prior notice, if at any times the Investor
      Representative while in the performance of his duties:

     

    (i)
      Commits a material breach of a provision of this Agreement;

     

    (ii)
      is
      unable or unwilling to perform the duties under this Agreement;

     

    (iii)
      Commits fraud or serious neglect or misconduct in the discharge of his duties
      hereunder; or

     

    (e)
      The
      Investor Representative, acting reasonably, immediately, upon the failure of
      the
      Company to pay the fee as provided for in Section 3.1 above.

     

    4.4
      Automatic Termination-After Commencement of Trading

     

    If,
      during the term of this Agreement, the shares of the Company commence to be
      listed on any exchange or with any national listing service and thereafter
      cease
      to be quoted, cease to be regularly traded or halted by regulatory authorities
      for a period of more than 60 days, this Agreement will automatically terminate
      without liability to either party, subject to the option of the Company to
      continue this Agreement.

     

    4.5
      Compensation of the Investor Representative on Termination

     

    Upon
      termination of this Agreement, the Investor Representative shall be entitled
      to
      receive as his full and sole compensation in discharge of obligations of the
      Company to the Investor Representative under this Agreement all sums due and
      payable under this Agreement to the date of termination and the Investor
      Representative shall have no right to receive any further payments. The Company
      may offset against any payment owing to the Investor Representative under this
      Agreement any damages, liabilities, costs or expenses suffered by the Company
      by
      reason of the fraud, negligence or willful act of the Investor
      Representative.

     

    4.6
      Renewal of Agreement

     

    The
      Company will renew this Agreement for a further two-year term unless terminated
      with written notice of its intention to do so at least 30 days prior to the
      expiration of the current term, but the Company shall be under no obligation
      to
      renew this Agreement.

     

    5.
      Confidentiality

     

     

    
      
        
        

      

      
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    5.1
      Ownership of Work Product

     

    All
      reports, documents, concepts, products and processes together with any marketing
      schemes, business and sales contracts, and any business opportunities prepared,
      produced, developed, or acquired, by or at the direction of the Investor
      Representative, directly or indirectly, in connection with or otherwise
      developed or first reduced to practice by the Investor Representative in the
      performance of his obligations hereunder (collectively, the "Work Product")
      shall belong exclusively to the Company which shall be entitled, exclusively,
      to
      all right, interest, profits or benefits in respect thereof it being understood
      that such Work Product constitutes “work for hire” and shall be the property of
      the Company without separate assignment or acknowledgement.

     

    5.2
      Confidentiality

     

    Except
      as
      authorized or required by his duties, the Investor Representative shall not
      reveal to any person any of the trade secrets, secret or confidential
      operations, processes or dealings, or any information concerning the
      organization, business, finances, transactions or other affairs of the Company
      of which he becomes aware during the term of this Agreement. The Investor
      Representative shall keep secret all confidential information entrusted to
      him
      and shall not use or attempt to use this information in any manner which might
      injure or cause loss, either directly or indirectly, to the Company's business.
      This restriction shall continue to apply after the termination of this Agreement
      but shall cease to apply to information, which may come into the public domain,
      other than as a result of disclosure by the Investor
      Representative.

     

    The
      Investor Representative shall comply with such directions as the Company shall
      make to ensure the safeguarding or confidentiality of all such
      information.

     

    5.3
      Fiduciary Obligations

     

    Without
      limiting the generality of the foregoing, during the term of this Agreement,
      the
      Investor Representative shall not act in any manner contrary to the terms of
      this Agreement, or contrary to the best interests of the Company.

     

    6.
      Miscellaneous

     

    6.1
      Severability

     

    Each
      provision of this Agreement is intended to be severable. If any term or
      provision hereof shall be determined by a court or competent jurisdiction to
      be
      illegal or invalid for any reason whatsoever, that provision shall be severed
      from this Agreement and shall not affect the validity of the remainder of this
      Agreement.

     

    6.2
      Waiver and Consents

     

    No
      consent, approval or waiver, express or implied, by either party hereto, to
      or
      of any breach or default by the other party in the performance by the other
      party of its obligations hereunder shall be deemed or construed to be a consent
      or waiver to or of any other breach or default in the performance by such other
      party of the same or any other obligations of such other party. The failure
      of a
      party to declare the other party in default, irrespective of how long such
      failure continues, shall not constitute a general waiver by such party of the
      breach or default of the other shall not be construed to waive or limit the
      need
      for such consent or approval in any other instance.

     

    6.3
      Governing Law

     

    This
      Agreement and all matters arising there under shall be governed by the laws
      of
      the Nevada and, to the extent that conflicts of laws govern the Company, by
      the
      laws of Nevada.

     

    6.4
      Successors, Etc.

     

    This
      Agreement shall inure to the benefit of and be binding upon each of the parties
      and their respective heirs and successors.

     

     

    
      
        
        

      

      
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    6.5
      Assignment

     

    This
      Agreement may not be assigned to any other party.

     

    6.6
      Entire Agreement and Modifications

     

    This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior agreements and undertakings, whether oral or written, relative to
      the
      subject matter hereof. To be effective any modification of this Agreement must
      be in writing and signed by the parties.

     

    6.7
      Notices

     

    All
      notices, requests and communications required or permitted hereunder shall
      be in
      writing and shall be sufficiently given and deemed to have been received upon
      personal delivery or, if mailed, upon the first to occur of actual receipt
      or 48
      hours after being placed in the mail, postage prepaid, registered or certified
      mail, return receipt requested, respectively addressed to the Company or the
      Investor Representative as follows:

     

    To
      the
      Company:                                                 Bryce
      Knight, President

    OL
      Funding, Inc.

    3155
      E Patrick LN STE 1

    Las
      Vegas, Nevada 89120

     

     

    To
      Investor
      Representative:                              Forrest
      G Jackson

    Investor
      Relations
      International

    3155
      E Patrick LN STE 1

    Las
      Vegas, Nevada 89120

     

     Or
      such other address as may be specified in writing to the other party, but notice
      of a change of address shall be effective only upon the actual
      receipt.

     

    6.8
      Time of the Essence

     

    Time
      is
      of the essence.

     

    6.9
      Further Assurances

     

    From
      time
      to time after the execution of this Agreement, the parties will make, do,
      execute or cause or permit to be made, done or executed all additional lawful
      acts, deeds, things, devices and assurances in law whatsoever as may be required
      to carry out the true intention and to give full force and effect to this
      Agreement.

     

    6.10
      Counterparts

     

    This
      Agreement may be executed in several counterparts, each of which will be deemed
      to be an original and all of which will together constitute one
      instrument.

     

    
      
        
        

      

      
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    6.11
      Survival of Indemnities

     

    The
      indemnities given under this Agreement will survive the termination of this
      Agreement.

     

    IN
      WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
      effective as of the day and year first above written.

     

    Company:

     

    By:
      ______________________________

           Bryce
      Knight, CEO and Chairman

     

     

    Investor
      Representative:

     

    By:
      ______________________________

           Forrest
      G. Jackson, President

     

    
      
         

      

      
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