NASD Uses in Compliance with Laws Clause

Compliance with Laws from 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.

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 "" ) 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.