Letter Agreement

EXHIBIT 10.24

Letter Agreement

This letter Agreement is entered into between Face Up Entertainment Group, Inc., a Florida Corporation with and address at 00 Xxxx Xxxxxxx Xxxxxxx 00000 (“Borrower”)  and Corporate Debt Consultants LLC with an address at 0000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000  (“Lender”) as of August 9, 2012.

WHEREAS

Face Up Entertainment Group seeks to borrow additional funds for operations and or working capital, and;

WHEREAS

The Board of Directors of Game Face Gaming, Inc. has approved the terms of this Agreement and has provided Corporate Debt Consultants LLC with an executed copy of the Resolution confirming such approval, and

WHEREAS

Corporate Debt Consultants LLC is willing to provide two additional loans, the total not to exceed One Hundred Thousand Dollars ($100,000) and;

WHEREAS

The parties have agreed to certain terms of the loan(s) as more fully described in the first Promissory Loan Agreement of given date;

THEREFORE

For good and valuable consideration, the parties hereby agree as follows:

1.   Corporate Debt Consultants LLC will lend to  Face Up Entertainment Group, Inc. a total of $1000,000 as further delineated below;

2.   The first loan was in the amount of $50,000 and is hereby acknowledged as of August 9, 2012. The Note is attached as Exhibit A.

3.   The second loan is in the amount of $50,000 will be advanced no later than August 16, 2012

4.   The initial loan and the second loan will each  be documented by a new Promissory Note;

5.   Each Note, when issued,  may have its own terms;

6.   Interest and other terms are outlined in the individual Promissory Note(s);

7.   It is understood by Borrower and Lender that these loans are unsecured;

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8.   As an inducement for Lender to advance these amounts and as additional consideration for this first loan and for any successive loans, the Company will issue 250,000 shares of the Company’s common stock to Lender.  The full amount of the shares will be issued and delivered no later than August 31, 2012 with an effective issuance date of August 9, 2012. Lender understands and agrees to accept such with standard restrictive legend and language indicating that such shares are not currently registered;

9.   The total of the compensation is being given concurrent with the first loan;

10.   Each Note will carry a maximum six month term and each Note will payable earlier, under certain conditions as more described in each Promissory Note;

11.   Borrower has requested that Lender send the balance of funds, when called, be sent to or deposited with Socii Management, LLC, with an address at 00 Xxxx Xxxxxxx Xxxxxxx – Xxxxx 000- xx Xxxxxx Xxxxxx, XX 00000.  Borrower acknowledges that these funds are advanced to and on behalf of Face Up Entertainment Group, Inc., are an obligation of the Borrower and are owed by the Company as if they were sent directly to Face Up Entertainment Group, Inc.

Agreed:
Face Up Entertainments Group, Inc		Corporate Debt Consultants LLC
Xxxxx Xxxxxxx, CEO		Xxxx Xxxxxxx

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