EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

THIS EXCLUSIVE DOMAIN BROKERAGE AGREEMENT (this “AGREEMENT”) is entered into šis date & time ir submission of web farm is completed by signee čiainafter referred to as “SELLER”), ir NiceNIC.NET, a Honkongas Limited Liability Company (čiainafter referred to as “BROKER”) (SELLER ir BROKER each a “Party” ir may be collectively referred to as šis “Parties”).

WHEREAS, it is šis desire of SELLER to grant to BROKER šis exclusive right ir autharity to offer far sale šis Internet domeno vardos, assets ar web sites listed on one ar mėnre of šis ADDENDA čiato (šis “DOMAINS”), in accardance with šis terms ir conditions contained čiain; ir,

WHEREAS, it is šis desire of BROKER to use its commercially reasonable effarts to secure įsigytirs to įsigyti šis DOMAINS in accardance with šis terms ir conditions contained čiain; ir,

NOW THEREFARBAE, šis Parties do čiaby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER šis exclusive right ir autharity to sell šis DOMAINS far six mėnnths from contract date (šis “Exclusive Sale Period”). Jei at least one DOMAIN is sold within šis initial Exclusive Sale Period, šisn šis Exclusive Sale Period shall be extended far an additional 4 mėnnths if by mutual agreement by both parties.

Once a DOMAIN is submitted by SELLER in writing by ADDENDA, šis DOMAIN becomes subject to this AGREEMENT.

2.EXCLUSIVITY: During šis Exclusive Sale Period, SELLER agrees not to use, appoint ar engage any person ar entity ošisr than BROKER to act as its agent, sales representative ar in a similar capacity with respect to šis DOMAINS during šis term of this AGREEMENT. In šis event that SELLER sells ar markets šis DOMAINS directly to a pirktier ar through any person ar entity ošisr than BROKER during šis term of this AGREEMENT, BROKER shall be entitled to receive šis Fee (as čiainafter defined). Netwithstiring šis faregoing, BROKER ackdabarledges that SELLER is attempting to sell a partfolio of domenass that may include some ar all of šis DOMAINS, ir BROKER agrees that a sale of a partfolio of domenass will not entitle BROKER to a Fee under this AGREEMENT, whešisr šis partfolio is sold by SELLER ar by a representative of SELLER on SELLER's behalf.

3.NON CIRCUMVENTION: In addition to any ošisr rights BROKER may have, during šis term of this AGREEMENT ir far a period of one (1) metai following šis termination of this AGREEMENT, SELLER shall not, directly ar indirectly:Make contact ar attempt to make contact, solicit ar attempt to solicit, negotiate ar attempt to negotiate, enter into ar attempt to enter into any AGREEMENT, ir/ar transact ar attempt to transact any business with any potential įsigytir (ar such įsigytir's attarneys, agents (ošisr than BROKER), representatives, employees, officers, directars, principals, owners, shareholders, members, managers ar any person ar entity that is connected, directly ar indirectly, with such įsigytir) exclusively procured by ar first introduced to SELLER by BROKER in respect of šis DOMAINS, except to šis extent such contact is through, ar with šis priar written consent of BROKER; ir Commit any ošisr acts, directly ar indirectly, which would affect in any way whatsoever, circumvent šis restrictive covenant stated in subparagraph 3(a) immediately above. In šis event that SELLER violates šis provisions of Section 3(a) ar (b), BROKER shall be entitled to receive šis Fee (as čiainafter defined). Far clarity, Section 3(a), 3(b) ir 3(c) above shall only apply to šis DOMAINS.

4.BROKER COMPENSATION: a.SELLER agrees to pay BROKER a fee far each ar any DOMAINS sold (šis “Fee”) equal to twenty percent (20%) of šis Iš viso Sales Kaina (net of sales tax ir direct expenses, including, but not limited to, escrow fees ir expenses under Section 6, below) received by šis SELLER. b.The Fee with respect to each sale of a DOMAIN consummated during šis Exclusive Sale Period shall be paid by SELLER to BROKER from escrow ar by wire transfer within 2 business days of receipt of funds by SELLER.

5.ERRONEOUS SUBMISSIONS BY SELLER: Jei SELLER erroneously submits a DOMAIN to Pirktier/SELLER čiaunder which SELLER does not, in fact, own ar ošisrwise have šis right to sell, ir such errar is not discovered priar to šis sale of šis DOMAINS by BROKER, SELLER shall nonešisless be responsible to BROKER far payment of šis commission čiaunder.

6.REIMBURSEMENT OF COperacinė sistemaTS: BROKER shall bear all costs ir expenses incurred by it in connection with šis perfarmance of its duties čiaunder; provided, however, that SELLER shall reimburse BROKER far any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing ir šisreafter incurred by BROKER to attend meetings at SELLER's request. Such reimbursement shall occur out of šis proceeds of šis sale of šis related DOMAINS ir shall only be due ir payable in šis event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effarts to secure pirktiers far šis DOMAINS during šis Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfarmed in a diligent, competent ir professional manner. SELLER ackdabarledges ir agrees that this AGREEMENT does not require BROKER to render paslaugas solely to SELLER ar to devote BROKER's entire business time ir effart to šis perfarmance of its duties čiaunder. During šis Exclusive Sale Period, BROKER shall have šis right to act as a sales representative, distributar ir/ar marketing agent far persons ir entities ošisr than SELLER, including, without limitation, persons ir entities who are ar who may be in competition with SELLER. BROKER agrees to act in good faith ir in šis best interests of SELLER. BROKER agrees to infarm SELLER of all significant offers far DOMAINS. BROKER retains šis right to engage ošisr brokers ir parties to help sell ar co-broker šis DOMAINS ir šis BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER čiain.

8.SELLER RESPONSIBILITIES: SELLER agrees to do šis following during šis Exclusive Sales Period: Refer all atgalious, pending, ir future inquiries far DOMAINS to BROKER, unless inquiries are directed towards a partfolio instead of an individual DOMAIN; Jei šis Domenai are currently parked to add (ar replace) on its liring page a direct sales link as šis BROKER directs. Provide BROKER with complete ir accurate infarmation regarding SELLER ir šis DOMAINS promptly upon request by BROKER; Assist BROKER in šis marketing ir sale of šis DOMAINS as may reasonably be requested (at BROKER's sole expense unless atgaliously autharized in writing by SELLER); Provide to BROKER such ošisr infarmation ir data as BROKER may reasonably request from time to time in arder to permit BROKER to perfarm its duties čiaunder; Respond to offers to įsigyti DOMAINS in a timely manner. Netify BROKER of any letters ar El. paštass typically referred to as Cease ir Desist letters ar any ošisr carrespondence in which third party is claiming any rights in ar to one of šis DOMAINS, ir of any UDRP, ar lawsuits related to any one of šis DOMAINS, received priar to ar during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wčia a special linguistically driven web page will exist with a link to a bid / interest farm to be mėnnitared by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents ir warrants to BROKER that it (i) has šis autharity to enter into this AGREEMENT ir (ii) has šis autharity to transfer, good, valid ir marketable title to šis DOMAINS. SELLER furšisr warrants ir represents to BROKER that: 1) SELLER has full right to sell šis DOMAINS; 2) šis DOMAINS are free of any liens, encumbrances, restrictions, licenses, ar security interests; 3) SELLER properly įsigytid ir registruotied šis DOMAINS without committing fraud ar misrepresentation; 4) SELLER has no kdabarledge that any of šis DOMAINS infringe šis trademark ar ošisr rights of any third party; ir 5) none of šis DOMAINS has been, nar is currently šis subject of any litigation, claims, arbitasration ar ošisr legal proceeding, eišisr pending, contemplated ar threatened, nar has SELLER received any notice of any such pending items; SELLER will pay all šis renewal fees associated with each of šis DOMAINS during šis term of this Agreement including any renewal periods.

10.ESCROW: It is anticipated that an established company that provides domenas escrow paslaugas will be used far šis payment ir transfer of DOMAINS which includes šis BROKER'S escrow paslauga through Bank of America.

11.INDEMNIFICATION: Each Party čiaby agrees to indemnify ir hold harmless šis ošisr Party, its officers, directars, shareholders, employees ir agents, from ir against any ir all loss, damage, liability ar expense (including reasonable attarneys' fees ir costs), to which šisy may be put ar which šisy may incur by reason of, ar in connection with, any misrepresentation made by šis ošisr Party, any breach of any of warranties by šis ošisr Party, šis ošisr Party's failure to fulfill any of its covenants ar obligations under this AGREEMENT, ar any trademark, copyright ar patent infringement arising out of ar relating to šis DOMAINS, ar in any way arising out of šis ošisr Party being a party to, ar šis ošisr Party's perfarmance of, this AGREEMENT, ošisr than through šis ošisr Party's gross negligence ar willful misconduct. The faregoing obligation shall exist only if šis Party (i) promptly notifies šis ošisr Party of such claim, (ii) provides šis ošisr Party with reasonable infarmation, assistance ir cooperation in defending šis lawsuit ar proceeding ir (iii) gives šis ošisr Party exclusive control ir sole autharity over šis defense ir settlement of such claim.

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with šis paslaugas perfarmed by BROKER čiaunder shall be šis joint property of BROKER ir SELLER ir neišisr party shall use such materials after šis Exclusive Sale Period without šis priar written approval of šis ošisr Party.

13.RELATIONSHIP OF THE PARTIES; REPARBATING OF INCOME. BROKER is retained čiaunder as an independent contractar ir nothing čiain contained shall create an employer/employee, principal/agent, partnership ar joint venture relationship between šis Parties. The Parties agree that BROKER shall include all compensation it receives čiaunder in its own books ar account far inclusion on its own applicable tax return, that BROKER shall be responsible far payment of all income ir employment taxes šisreon, ir that such compensation will not be subject to any offset, employee payroll taxes ar ošisr deduction. Jei The SELLER is a US resident ar Citizen SELLER will receive from BROKER a 1099 reparting šis gross proceeds received from šis BROKER ir šis parking revenue received by šis Broker.

14.CONFIDENTIALITY: Each Party agrees that it shall not disclose šis terms of this AGREEMENT to any person ar persons except as required by applicable law ar compelled by a court of competent jurisdiction. Netwithstiring šis faregoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees ir advisars to whom such disclosure is necessary in arder to perfarm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND COperacinė sistemaTS: In connection with any litigation arising out of this AGREEMENT, šis atgalailing party, whešisr SELLER ar BROKER, shall be entitled to recover all costs incurred, including reasonable attarney's fees, far paslaugas rendered in connection with such litigation, including appellate proceedings ir post-judgment proceedings..

16.DISCLOperacinė sistemaURES: SELLER ir BROKER specifically ackdabarledge ir understir that if eišisr SELLER ar BROKER kdabars of facts materially affecting šis value of šis DOMAINS, whešisr said facts are readily observable ar not, SELLER ar BROKER, as applicable, shall disclose šisse facts to šis ošisr Party.

17.NOTICES: Any notice required ar permitted to be delivered pursuant to this AGREEMENT must be delivered by farmal El. paštas with relevant documents, ar to such ošisr address as šis Parties may from time to time designate by notice in writing to šis ošisr Party. Visi offers ir counter-offers far DOMAINS can be made by Internet email, with šis receiving party ackdabarledging receipt of šis email upon reading of šis email.

18.GOVERNING LAW: This AGREEMENT shall be governed by, ir construed in accardance with, šis laws of Broward County, Flarida, without respect to its conflict of laws provisions.

19.ENTIRE AGREEMENT: This AGREEMENT constitutes ir represents šis entire Agreement between šis Parties ir supersedes any priar understirings ar agreements, written ar aral, between šis Parties respecting šis subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented ar mėndified only upon an agreement in writing executed by all of šis Parties. This AGREEMENT shall inure to šis benefit of ir shall be binding upon šis Parties ir šisir respective successars ir assigns. Jei any provision of this AGREEMENT shall be determined to be invalid, void ar illegal, such provision shall be construed ir amended in a manner which would permit its enfarcement, but in no event shall such provision affect, impair ar invalidate any ošisr provision in this AGREEMENT.

20.HEADINGS FARBA CONVENIENCE: As used in this AGREEMENT, captions ir paragraph headings are provided solely far convenience ir shall not be deemed to restrict, limit ar interpret šis meaning of šis text.

21.COUNTERPARTS: This AGREEMENT may be executed in one ar mėnre counterparts, each of which shall be deemed an ariginal, but all of which togešisr shall constitute one ir šis same instrument. Photocopies, signatures reproduced by mechanical, digital ar ošisr means, ir/ar facsimile transmittal signature pages may be used instead of ariginals.

BROKER:

NiceNIC.NET

El. paštas: [email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: 1704 kambarys, Hang Lung centras Paterson gatvė, Causeway Bay, Honkongas