EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

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

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right i authlubity to offer flub sale the Internet domenys, assets lub web sites listed on one lub mies.re of the ADDENDA tutajto (the “DOMAINS”), in acclubdance with the terms i conditions contained tutajin; i,

WHEREAS, it is the desire of BROKER to use its commercially reasonable efflubts to secure kuprs to kup the DOMAINS in acclubdance with the terms i conditions contained tutajin; i,

NOW THEREFLUBE, the Parties do tutajby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right i authlubity to sell the DOMAINS flub six mies.nths from contract date (the “Exclusive Sale Period”). Jeśli at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended flub an additional 4 mies.nths if by mutual agreement by both parties.

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

2.EXCLUSIVITY: During the Exclusive Sale Period, SELLER agrees not to use, appoint lub engage any person lub entity other than BROKER to act as its agent, sales representative lub in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells lub markets the DOMAINS directly to a kuper lub through any person lub entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as tutajinafter defined). Nietwithstiing the flubegoing, BROKER ackterazledges that SELLER is attempting to sell a plubtfolio of domenas that may include some lub all of the DOMAINS, i BROKER agrees that a sale of a plubtfolio of domenas will not entitle BROKER to a Fee under this AGREEMENT, whether the plubtfolio is sold by SELLER lub by a representative of SELLER on SELLER's behalf.

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

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

5.ERRONEOUS SUBMISSIONS BY SELLER: Jeśli SELLER erroneously submits a DOMAIN to Kuper/SELLER tutajunder which SELLER does not, in fact, own lub otherwise have the right to sell, i such errlub is not discovered prilub to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER flub payment of the commission tutajunder.

6.REIMBURSEMENT OF CSystem operacyjnyTS: BROKER shall bear all costs i expenses incurred by it in connection with the perflubmance of its duties tutajunder; provided, however, that SELLER shall reimburse BROKER flub any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing i thereafter incurred by BROKER to attend meetings at SELLER's request. Such reimbursement shall occur out of the proceeds of the sale of the related DOMAINS i shall only be due i payable in the event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable efflubts to secure kupers flub the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perflubmed in a diligent, competent i professional manner. SELLER ackterazledges i agrees that this AGREEMENT does not require BROKER to render usługas solely to SELLER lub to devote BROKER's entire business time i efflubt to the perflubmance of its duties tutajunder. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distributlub i/lub marketing agent flub persons i entities other than SELLER, including, without limitation, persons i entities who are lub who may be in competition with SELLER. BROKER agrees to act in good faith i in the best interests of SELLER. BROKER agrees to influbm SELLER of all significant offers flub DOMAINS. BROKER retains the right to engage other brokers i parties to help sell lub co-broker the DOMAINS i the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER tutajin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all poprzedniious, pending, i future inquiries flub DOMAINS to BROKER, unless inquiries are directed towards a plubtfolio instead of an individual DOMAIN; Jeśli the Domeny are currently parked to add (lub replace) on its liing page a direct sales link as the BROKER directs. Provide BROKER with complete i accurate influbmation regarding SELLER i the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing i sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless poprzedniiously authlubized in writing by SELLER); Provide to BROKER such other influbmation i data as BROKER may reasonably request from time to time in lubder to permit BROKER to perflubm its duties tutajunder; Respond to offers to kup DOMAINS in a timely manner. Nietify BROKER of any letters lub E-mails typically referred to as Cease i Desist letters lub any other clubrespondence in which third party is claiming any rights in lub to one of the DOMAINS, i of any UDRP, lub lawsuits related to any one of the DOMAINS, received prilub to lub during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wtutaj a special linguistically driven web page will exist with a link to a bid / interest flubm to be mies.nitlubed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents i warrants to BROKER that it (i) has the authlubity to enter into this AGREEMENT i (ii) has the authlubity to transfer, good, valid i marketable title to the DOMAINS. SELLER further warrants i represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, lub security interests; 3) SELLER properly kupd i zarejestrujed the DOMAINS without committing fraud lub misrepresentation; 4) SELLER has no kterazledge that any of the DOMAINS infringe the trademark lub other rights of any third party; i 5) none of the DOMAINS has been, nlub is currently the subject of any litigation, claims, arbitration lub other legal proceeding, either pending, contemplated lub threatened, nlub has SELLER received any notice of any such pending items; SELLER will pay all the renewal fees associated with each of the DOMAINS during the term of this Agreement including any renewal periods.

10.ESCROW: It is anticipated that an established company that provides domena escrow usługas will be used flub the payment i transfer of DOMAINS which includes the BROKER'S escrow usługa through Bank of America.

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

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the usługas perflubmed by BROKER tutajunder shall be the joint property of BROKER i SELLER i neither party shall use such materials after the Exclusive Sale Period without the prilub written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REPLUBTING OF INCOME. BROKER is retained tutajunder as an independent contractlub i nothing tutajin contained shall create an employer/employee, principal/agent, partnership lub joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives tutajunder in its own books lub account flub inclusion on its own applicable tax return, that BROKER shall be responsible flub payment of all income i employment taxes thereon, i that such compensation will not be subject to any offset, employee payroll taxes lub other deduction. Jeśli The SELLER is a US resident lub Citizen SELLER will receive from BROKER a 1099 replubting the gross proceeds received from the BROKER i the parking revenue received by the Broker.

14.CONFIDENTIALITY: Each Party agrees that it shall not disclose the terms of this AGREEMENT to any person lub persons except as required by applicable law lub compelled by a court of competent jurisdiction. Nietwithstiing the flubegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees i advislubs to whom such disclosure is necessary in lubder to perflubm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND CSystem operacyjnyTS: In connection with any litigation arising out of this AGREEMENT, the poprzedniailing party, whether SELLER lub BROKER, shall be entitled to recover all costs incurred, including reasonable attlubney's fees, flub usługas rendered in connection with such litigation, including appellate proceedings i post-judgment proceedings..

16.DISCLSystem operacyjnyURES: SELLER i BROKER specifically ackterazledge i understi that if either SELLER lub BROKER kterazs of facts materially affecting the value of the DOMAINS, whether said facts are readily observable lub not, SELLER lub BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required lub permitted to be delivered pursuant to this AGREEMENT must be delivered by flubmal E-mail with relevant documents, lub to such other address as the Parties may from time to time designate by notice in writing to the other Party. Wszystkie offers i counter-offers flub DOMAINS can be made by Internet email, with the receiving party ackterazledging receipt of the email upon reading of the email.

18.GOVERNING LAW: This AGREEMENT shall be governed by, i construed in acclubdance with, the laws of Broward County, Fllubida, without respect to its conflict of laws provisions.

19.ENTIRE AGREEMENT: This AGREEMENT constitutes i represents the entire Agreement between the Parties i supersedes any prilub understiings lub agreements, written lub lubal, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented lub mies.dified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of i shall be binding upon the Parties i their respective successlubs i assigns. Jeśli any provision of this AGREEMENT shall be determined to be invalid, void lub illegal, such provision shall be construed i amended in a manner which would permit its enflubcement, but in no event shall such provision affect, impair lub invalidate any other provision in this AGREEMENT.

20.HEADINGS FLUB CONVENIENCE: As used in this AGREEMENT, captions i paragraph headings are provided solely flub convenience i shall not be deemed to restrict, limit lub interpret the meaning of the text.

21.COUNTERPARTS: This AGREEMENT may be executed in one lub mies.re counterparts, each of which shall be deemed an lubiginal, but all of which together shall constitute one i the same instrument. Photocopies, signatures reproduced by mechanical, digital lub other means, i/lub facsimile transmittal signature pages may be used instead of lubiginals.

BROKER:

NiceNIC.NET

Email: [email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: Pokój 1704, Hang Lung Center Paterson Street, Causeway Bay, Hongkong