EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

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

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right și authsauity to offer fsau sale the Internet domenius, assets sau web sites listed on one sau lunre of the ADDENDA aicito (the “DOMAINS”), in accsaudance with the terms și conditions contained aiciin; și,

WHEREAS, it is the desire of BROKER to use its commercially reasonable effsauts to secure cumpărărs to cumpără the DOMAINS in accsaudance with the terms și conditions contained aiciin; și,

NOW THEREFSAUE, the Parties do aiciby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right și authsauity to sell the DOMAINS fsau six lunnths from contract date (the “Exclusive Sale Period”). Dacă at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended fsau an additional 4 lunnths 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 sau engage any person sau entity other than BROKER to act as its agent, sales representative sau in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells sau markets the DOMAINS directly to a a cumpăraer sau through any person sau entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as aiciinafter defined). Nutwithstșiing the fsauegoing, BROKER ackacumledges that SELLER is attempting to sell a psautfolio of domenius that may include some sau all of the DOMAINS, și BROKER agrees that a sale of a psautfolio of domenius will not entitle BROKER to a Fee under this AGREEMENT, whether the psautfolio is sold by SELLER sau 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 și fsau a period of one (1) an following the termination of this AGREEMENT, SELLER shall not, directly sau indirectly:Make contact sau attempt to make contact, solicit sau attempt to solicit, negotiate sau attempt to negotiate, enter into sau attempt to enter into any AGREEMENT, și/sau transact sau attempt to transact any business with any potential cumpărăr (sau such cumpărăr's attsauneys, agents (other than BROKER), representatives, employees, officers, directsaus, principals, owners, shareholders, members, managers sau any person sau entity that is connected, directly sau indirectly, with such cumpărăr) exclusively procured by sau first introduced to SELLER by BROKER in respect of the DOMAINS, except to the extent such contact is through, sau with the prisau written consent of BROKER; și Commit any other acts, directly sau 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) sau (b), BROKER shall be entitled to receive the Fee (as aiciinafter defined). Fsau clarity, Section 3(a), 3(b) și 3(c) above shall only apply to the DOMAINS.

4.BROKER COMPENSATION: a.SELLER agrees to pay BROKER a fee fsau each sau any DOMAINS sold (the “Fee”) equal to twenty percent (20%) of the Total Sales Preț (net of sales tax și direct expenses, including, but not limited to, escrow fees și 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 sau by wire transfer within 2 business days of receipt of funds by SELLER.

5.ERRONEOUS SUBMISSIONS BY SELLER: Dacă SELLER erroneously submits a DOMAIN to Cumpărăer/SELLER aiciunder which SELLER does not, in fact, own sau otherwise have the right to sell, și such errsau is not discovered prisau to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER fsau payment of the commission aiciunder.

6.REIMBURSEMENT OF CSistem de operareTS: BROKER shall bear all costs și expenses incurred by it in connection with the perfsaumance of its duties aiciunder; provided, however, that SELLER shall reimburse BROKER fsau any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing și 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 și shall only be due și payable in the event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effsauts to secure a cumpăraers fsau the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfsaumed in a diligent, competent și professional manner. SELLER ackacumledges și agrees that this AGREEMENT does not require BROKER to render servicius solely to SELLER sau to devote BROKER's entire business time și effsaut to the perfsaumance of its duties aiciunder. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distributsau și/sau marketing agent fsau persons și entities other than SELLER, including, without limitation, persons și entities who are sau who may be in competition with SELLER. BROKER agrees to act in good faith și in the best interests of SELLER. BROKER agrees to infsaum SELLER of all significant offers fsau DOMAINS. BROKER retains the right to engage other brokers și parties to help sell sau co-broker the DOMAINS și the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER aiciin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all anteriorious, pending, și future inquiries fsau DOMAINS to BROKER, unless inquiries are directed towards a psautfolio instead of an individual DOMAIN; Dacă the Domenii are currently parked to add (sau replace) on its lșiing page a direct sales link as the BROKER directs. Provide BROKER with complete și accurate infsaumation regarding SELLER și the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing și sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless anterioriously authsauized in writing by SELLER); Provide to BROKER such other infsaumation și data as BROKER may reasonably request from time to time in sauder to permit BROKER to perfsaum its duties aiciunder; Respond to offers to cumpără DOMAINS in a timely manner. Nutify BROKER of any letters sau Emails typically referred to as Cease și Desist letters sau any other csaurespondence in which third party is claiming any rights in sau to one of the DOMAINS, și of any UDRP, sau lawsuits related to any one of the DOMAINS, received prisau to sau during BROKER'S engagement Change DNS settings to BROKER'S DNS servers waici a special linguistically driven web page will exist with a link to a bid / interest fsaum to be lunnitsaued by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents și warrants to BROKER that it (i) has the authsauity to enter into this AGREEMENT și (ii) has the authsauity to transfer, good, valid și marketable title to the DOMAINS. SELLER further warrants și represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, sau security interests; 3) SELLER properly cumpărăd și înregistreazăed the DOMAINS without committing fraud sau misrepresentation; 4) SELLER has no kacumledge that any of the DOMAINS infringe the trademark sau other rights of any third party; și 5) none of the DOMAINS has been, nsau is currently the subject of any litigation, claims, arbitration sau other legal proceeding, either pending, contemplated sau threatened, nsau 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 domeniu escrow servicius will be used fsau the payment și transfer of DOMAINS which includes the BROKER'S escrow serviciu through Bank of America.

11.INDEMNIFICATION: Each Party aiciby agrees to indemnify și hold harmless the other Party, its officers, directsaus, shareholders, employees și agents, from și against any și all loss, damage, liability sau expense (including reasonable attsauneys' fees și costs), to which they may be put sau which they may incur by reason of, sau 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 sau obligations under this AGREEMENT, sau any trademark, copyright sau patent infringement arising out of sau relating to the DOMAINS, sau in any way arising out of the other Party being a party to, sau the other Party's perfsaumance of, this AGREEMENT, other than through the other Party's gross negligence sau willful misconduct. The fsauegoing obligation shall exist only if the Party (i) promptly notifies the other Party of such claim, (ii) provides the other Party with reasonable infsaumation, assistance și cooperation in defending the lawsuit sau proceeding și (iii) gives the other Party exclusive control și sole authsauity over the defense și settlement of such claim.

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the servicius perfsaumed by BROKER aiciunder shall be the joint property of BROKER și SELLER și neither party shall use such materials after the Exclusive Sale Period without the prisau written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REPSAUTING OF INCOME. BROKER is retained aiciunder as an independent contractsau și nothing aiciin contained shall create an employer/employee, principal/agent, partnership sau joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives aiciunder in its own books sau account fsau inclusion on its own applicable tax return, that BROKER shall be responsible fsau payment of all income și employment taxes thereon, și that such compensation will not be subject to any offset, employee payroll taxes sau other deduction. Dacă The SELLER is a US resident sau Citizen SELLER will receive from BROKER a 1099 repsauting the gross proceeds received from the BROKER și 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 sau persons except as required by applicable law sau compelled by a court of competent jurisdiction. Nutwithstșiing the fsauegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees și advissaus to whom such disclosure is necessary in sauder to perfsaum pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND CSistem de operareTS: In connection with any litigation arising out of this AGREEMENT, the anteriorailing party, whether SELLER sau BROKER, shall be entitled to recover all costs incurred, including reasonable attsauney's fees, fsau servicius rendered in connection with such litigation, including appellate proceedings și post-judgment proceedings..

16.DISCLSistem de operareURES: SELLER și BROKER specifically ackacumledge și understși that if either SELLER sau BROKER kacums of facts materially affecting the value of the DOMAINS, whether said facts are readily observable sau not, SELLER sau BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required sau permitted to be delivered pursuant to this AGREEMENT must be delivered by fsaumal Email with relevant documents, sau to such other address as the Parties may from time to time designate by notice in writing to the other Party. Toate offers și counter-offers fsau DOMAINS can be made by Internet email, with the receiving party ackacumledging receipt of the email upon reading of the email.

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

19.ENTIRE AGREEMENT: This AGREEMENT constitutes și represents the entire Agreement between the Parties și supersedes any prisau understșiings sau agreements, written sau saual, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented sau lundified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of și shall be binding upon the Parties și their respective successsaus și assigns. Dacă any provision of this AGREEMENT shall be determined to be invalid, void sau illegal, such provision shall be construed și amended in a manner which would permit its enfsaucement, but in no event shall such provision affect, impair sau invalidate any other provision in this AGREEMENT.

20.HEADINGS FSAU CONVENIENCE: As used in this AGREEMENT, captions și paragraph headings are provided solely fsau convenience și shall not be deemed to restrict, limit sau interpret the meaning of the text.

21.COUNTERPARTS: This AGREEMENT may be executed in one sau lunre counterparts, each of which shall be deemed an sauiginal, but all of which together shall constitute one și the same instrument. Photocopies, signatures reproduced by mechanical, digital sau other means, și/sau facsimile transmittal signature pages may be used instead of sauiginals.

BROKER:

NiceNIC.NET

Email: [email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: Camera 1704, Hang Lung Center Strada Paterson, Causeway Bay, Hong Kong