Finder’s Fee Agreement between OneUp Innovations, Inc. and Downshire Capital Inc. (March 11, 2009)

Summary

OneUp Innovations, Inc. and Downshire Capital Inc. agreed that Downshire would receive 2.5% of the funds raised by OneUp in a private placement, paid in stock, as a finder's fee for introducing Hope Capital, Inc. to OneUp. Downshire also agreed to share the stock received with Artfield Investments, Inc., which introduced OneUp to Downshire. This agreement documents the terms of their verbal arrangement made on March 11, 2009.

EX-10.11 138 v173444_ex10-11.htm WRITTEN TERMS OF VERBAL AGREEMENT DOWNSHIRE
Note Regarding this Exhibit:  This document provides a written description of an oral contract entered into between OneUp Innovations, Inc. and Downshire Capital on March 11, 2009.

Parties:

Downshire Capital Inc
1980 Sherbrooke West, Suite 1110
Montreal, PQ H3H 1E8

OneUp Innovations, Inc. (the “Company”)
2745 Bankers Industrial Drive
Atlanta, GA 30360

Date:

March 11, 2009

Material Terms:

Downshire Capital Inc, agreed to accept 2.5% of the amount raised by the Company in a private placement, in stock, for making an introduction of Hope Capital, Inc. to the Company  It was further agreed that the stock he received as a finders’ fee would be shared with Artfield Investments, Inc., the party that introduced the Company to Downshire Capital Inc.