Exhibit
10.1
STATE OF NEW YORK
Marketing Agreement
COUNTY OF NEW YORK
THIS
AGREEMENT entered into as of the 2nd day of July, 2008 by and
between The Retirement Solution.com, Inc. (hereinafter
referred to as “TRES”), and Allied Global
Ventures, LLC (hereinafter referred to as “AGV”)
as follows:
W
I T N E S S E T H:
WHEREAS,
TRES is a publicly traded company engaged in the business of
the education of investors and the providing of said investors
with certain proprietary financial information;
WHEREAS,
Allied Global Ventures, LLC is a limited liability corporation
organized and existing under the laws of The State of Florida
for the purpose of entering into business
transactions;
WHEREAS,
the Parties desire to enter into this Agreement to evidence
their entire contract regarding the funding of advertising and
marketing expenditures on behalf of TRES;
NOW,
THEREFORE, in consideration of the funding to be made by AGV
into TRES as hereinafter stated and for other and valuable
consideration, the Parties hereby agree as
follows:
1.
AGV
hereby agrees to fund up to one million dollars ($1,000,000)
into TRES for the purpose of marketing and advertising
activities on behalf of TRES.
2.
TRES
hereby agrees to return 120% of the funds provided by AGV from
the revenue generated from each TRES marketing event. In the
event that a marketing campaign event does not generate 120%
of expended funds from the revenue of said event, the
shortfall will be covered by the revenue from other marketing
activity events paid for by AGV. In the event that the initial
marketing event activities in their aggregate do not generate
at least 120% of AGV’s funded expenditures, TRES agrees
that it will cover the shortfall from other events and
revenues which are generated by TRES in its other
businesses.
3.
AGV
hereby agrees to fund the total amount of up to $1,000,000.00
in the form of periodic payments upon receiving monthly
invoices from TRES. Said monthly payment(s) shall be made to
TRES immediately upon receipt of invoice(s). TRES hereby
agrees to provide the first payment to AGV on January2, 2009
and each monthly funding payment thereafter will also be paid
on the six-month anniversary date of when TRES received the
funds from AGV for the marketing activity events.
4.
AGV
agrees to accept secured convertible promissory notes at the
six month anniversary date of each funding in lieu of cash and
for whic
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