[Signaturepage follows.]

EXHIBIT 10.1

March 11, 2015

Advice Interactive Group, LLC

Coleman Revocable Trust

Randall Turner

Todd Bryson

c/o Advice Interactive Group, LLC

7850 Collin McKinney Parkway, Suite 300

McKinney, TX 75070

Re:   Advice Interactive Group, LLC

Ladies and Gentlemen:

This binding letter of intent will confirm that UBL Interactive, Inc., a Delaware corporation (“Buyer”), is interested in acquiring the digital agency and interactive marketing business (the “Business”) of Advice Interactive Group, LLC, a Texas limited liability company (“Advice”), from the members of Advice, as authorized by the voting members of Advice (the “Sellers”). In this letter, such acquisition as described more fully below and in Exhibit A hereto is sometimes called the “Transaction,” and the Buyer and Seller are each a “Party” and together the “Parties”.

The Parties wish to commence negotiating definitive written agreements providing for the Transaction and necessary related documents (the “Definitive Agreements”). The execution of any Definitive Agreements will be subject to the satisfactory completion of the Parties’ respective ongoing due diligence investigation of the other Party and certain other conditions described herein and will also be subject to approval by the Parties’ respective boards of directors.

The Parties intending this letter to be binding and enforceable, and that it will inure to the benefit of the Parties and their respective successors and assigns, agree as follows:

Based upon the information currently known to Buyer, it is proposed that the Definitive Agreements will include the terms set forth in Exhibit A attached hereto. Assuming that each Party’s business, legal and financial due diligence review is satisfactory to it and subject to the other conditions set forth herein, execution of Definitive Agreements is expected to be effected by March 9, 2015 and closing of the Transaction is expected to occur by April 7, 2015.

Each of the Parties intends to use good faith, commercially reasonable efforts to complete its due diligence and, if satisfactory, to negotiate, execute, and deliver the Definitive Agreements for the Transaction and to satisfy all conditions to closing and to close the Transaction within the time frame set forth above. The Definitive Agreements will contain usual and customary terms, conditions, covenants, representations, indemnities, and other provisions.

The consummation of the Transaction by Buyer and Sellers will be subject to the satisfaction of various conditions required to be satisfied prior to the execution of Definitive Agreements, which would include, but not be limited to, the following:

During the Exclusivity Period (as defined below), Sellers will, and will cause Advice to, afford Buyer and its duly authorized representatives full and free access (at reasonable times) to relevant books, records, documents, data and personnel of Sellers and Advice relating to the Transaction, subject to Paragraph 5, and will cooperate in Buyer’s due diligence investigation. During the Exclusivity Period (as defined below), Buyer will, afford Sellers and its duly authorized representatives full and free access (at reasonable times) to relevant books, records, documents, data and personnel of Buyer relating to the Transaction, subject to Paragraph 5, and will cooperate in Sellers’ due diligence investigation.

In consideration of the time, effort and expense incurred to date and anticipated to be incurred by Buyer in connection with its consideration of the Transaction, Sellers and Advice agree as follows:

In the event that any of the Sellers or Advice or their respective Representatives should breach this Paragraph 4, Sellers and Advice agree that Buyer would not have an adequate remedy at law and would be irreparably harmed. It is accordingly agreed that Buyer shall be entitled to equitable relief, including any injunction and specific performance, in the event of any breach of the provisions of this Paragraph 4, in addition to all other remedies available to Buyer at law or in equity. In the event that Sellers or Advice unilaterally terminate and/or breach this letter and/or do not effectuate the Transaction described herein, then Advice agrees to immediately pay Buyer, in cash, the greater of Buyer’s professional fees and expenses or 3.5% of the equity value of the Transaction as a break-up fee. This fee will not serve as the exclusive remedy to Buyer under this letter in the event of a breach by any of Sellers or Advice of Paragraph 4 of this letter or any other of the material provisions, and Buyer will be entitled to all other rights and remedies provided by law or in equity.

In consideration of the time, effort and expense incurred to date and anticipated to be incurred by Sellers in connection with their consideration of the Transaction, Buyer agrees as follows:

In the event that Buyer or its Representatives should breach this Paragraph 4, Buyer agrees that Sellers would not have an adequate remedy at law and would be irreparably harmed. It is accordingly agreed that Sellers shall be entitled to equitable relief, including any injunction and specific performance, in the event of any breach of the provisions of this Paragraph 4, in addition to all other remedies available to Sellers at law or in equity. In the event that Buyer unilaterally terminates and/or breaches this letter and/or does not effectuate the Transaction described herein, then Buyer agrees to immediately pay Advice, in cash, the greater of Sellers’ professional fees and expenses or 3.5% of the equity value of the Transaction as a break-up fee. This fee will not serve as the exclusive remedy to Sellers under this letter in the event of a breach by Buyer of Paragraph 4 of this letter or any other of the material provisions, and Sellers will be entitled to all other rights and remedies provided by law or in equity.

The Parties hereby agree to maintain the confidentiality of the Transaction and of this letter, including its purpose, terms, content and existence, as well as all information and data provided by Sellers or Advice or their respective Representatives to Buyer or its Representatives, or by Buyer or its Representatives to Sellers or Advice or their respective Representatives pursuant hereto (collectively, “Confidential Information”). Each of the Parties shall use at least the same degree of care to safeguard and to prevent the disclosure, publication, dissemination, destruction, loss or alteration of the other Party’s Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of its own information (or information of its customers) of a similar nature, but in no case less than reasonable care. Neither Sellers or Advice or their respective Representatives on the one hand nor Buyer or its Representatives on the other hand may use any of such Confidential Information for any purpose other than to evaluate, negotiate and perform the Transaction and the other transactions contemplated hereby. Neither Sellers or Advice or their respective Representatives on the one hand nor Buyer or its Representatives on the other hand shall disclose any Confidential Information to any other person without the disclosing Party’s prior written consent, except to its Representatives who shall have a valid need to know in connection with the purposes of this letter and who are bound by confidentially obligations to the disclosing Party at least as extensive as the provisions of this Paragraph 5. Each Party agrees to take all steps reasonably necessary to insure the compliance by all of its Representatives with this provision concerning confidentiality.

Notwithstanding the foregoing, the receiving Party or its Representatives may disclose Confidential Information without the disclosing Party’s prior written consent, and such information shall no longer be deemed Confidential Information for all purposes of this letter, only to the extent such information: (a) is already known to the receiving Party or its Representatives as of the date of disclosure hereunder without breach of any confidentiality obligation; (b) is already in possession of the public or becomes available to the public other than through the act or omission of the receiving Party or any of its Representatives; (c) is in the opinion of legal counsel to the receiving Party or its Representatives required to be disclosed under applicable law or governmental order, decree, regulation or rule; or (d) is acquired independently from a third party that represents that it has the right to disseminate such information at the time it is acquired by the receiving Party or its Representatives.

In the event that the receiving Party or any of its Representatives is required by law or governmental order, decree, regulation or rule to disclose any of the Confidential Information, the receiving Party agrees to (i) promptly notify the disclosing Party of such requirement and (ii) reasonably assist the disclosing Party in seeking a protective order or other appropriate remedy without being required to become a party to any litigation or incur more than de minimis out-of-pocket expenses). In the event that such protective order or other remedy is not obtained, (a) the receiving Party or its Representative, as the case may be, may disclose to only that portion of the Confidential Information which it is advised by counsel is required to be disclosed, and shall exercise its reasonable efforts to obtain assurance that confidential treatment will be accorded such portion of the Confidential Information, and (b) the receiving Party shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by receiving Party (or any of its representatives) not permitted by this letter.

The receiving Party acknowledges and agrees that the disclosing Party would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Paragraph 5 are not performed in accordance with their terms or are otherwise breached. It is accordingly agreed that the disclosing Party and its affiliated companies shall be entitled to equitable relief, including any injunction and specific performance, in the event of any breach of the provisions of this Paragraph 5, in addition to all other remedies available to the disclosing Party at law or in equity.

The Confidential Information shall remain the property of the disclosing Party, and the disclosing Party may demand the return or destruction thereof at any time upon giving written notice to the receiving Party, within thirty (30) days of receipt of such notice, the receiving Party shall, at its option, return, or cause its Representatives to return, or destroy, or cause its Representatives to destroy, all of the Confidential Information (both written and electronic) in its or its Representatives’ possession. Notwithstanding anything to the contrary herein, it is understood and agreed that the receiving Party may retain one copy of the Confidential Information for archival purposes, which copies shall be subject to the provisions hereof until the same are destroyed.

The obligations of the Parties under this Paragraph 6 with respect to any Confidential Information shall continue for a period of two years after the disclosure to the receiving Party thereof.

Except as otherwise provided herein, Sellers and Advice and their respective Representatives on the one hand and Buyer and its Representatives on the other hand will be responsible for and bear all of its/their respective costs and expenses (including any broker’s or finder’s fees and the expenses of their representatives) incurred at any time in connection with the preparation, negotiation and execution of this letter and with pursuing or consummating the Transaction.

The Parties agree that any public announcement or press release relating to the Transaction is subject to Buyer’s and Sellers’ prior written approval (which will not be unreasonably withheld or delayed) except as required by law or applicable regulation. Sellers and Advice understand that Buyer will be required to file a Current Report Form 8-K with the Securities and Exchange Commission within four business days after the execution of this letter, which Form 8-K will set forth the material terms of the Transaction.

Sellers acknowledge that Buyer is a publicly held corporation whose stock is traded on the OTC Markets QB Tier. During the term of this letter, Sellers agree: (i) to not purchase, sell (including any short sale, whether or not “against the box”) or hypothecate Buyer stock; and (ii) to advise its Representatives not to do so.

During the Exclusivity Period, Advice and Buyer shall continue to conduct the Business in the ordinary course and shall not undertake any extraordinary business activities relating thereto without the other Party’s prior written consent. The closing of the Transaction is contingent upon the absence of any material adverse change, financial or otherwise, in the Business prior to execution of the Definitive Agreements and the conditions to closing, as the case may be, set forth in the Definitive Agreements.

The provisions of this letter will automatically terminate upon the earliest of the following: (i) the last day of the Exclusivity Period, (ii) execution of the Definitive Agreements by all Parties, and (iii) the mutual written agreement of Buyer and Sellers; provided, however, that the termination of this letter will not affect the liability of a Party for breach of any of the provisions of the letter prior to the termination. Paragraphs 4, 5 and 11 will survive such termination and remain in full force and effect.

Sellers represent and warrant that Buyer will not incur any liability in connection with the consummation of the acquisition of the Business to any third party with whom Sellers or their agents have had discussions regarding the disposition of the Business, and Sellers agree to indemnify, defend and hold harmless Buyer, its officers, directors, stockholders, lenders and affiliates from any claims by or liabilities to such third parties, including any legal or other expenses incurred in connection with the defense of such claims. Buyer represents and warrants that Sellers will not incur any liability in connection with the consummation of the acquisition of the Business to any third party with whom Buyer or its agents have had discussions regarding the disposition of the Business, and Buyer agrees to indemnify, defend and hold harmless Sellers or, as applicable, their respective officers, directors, stockholders, lenders and affiliates from any claims by or liabilities to such third parties, including any legal or other expenses incurred in connection with the defense of such claims. The covenants contained in this paragraph 11 will survive the termination of this letter.

[Signature page follows.]

If you are in agreement with the foregoing, please sign and return to Buyer one copy of this letter by the close of business on March 4, 2015, which thereupon will constitute our understanding and a binding agreement with respect to its subject matter.

EXHIBIT A

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