Exhibit 10.4
DOMAIN LEASE AGREEMENT
WWW.EXT.COM
This agreement dated for reference January 4, 2008 is between
Extension Media
LLC. (LESSOR), an Arizona LLC with a business address of 2020
East Broadway,
Suite 198, Tucson Arizona 85701 and Extensions, Inc.
(LESSEE), a Nevada
corporation with a Business office at 770 South Post Oak Lane
Suite 330,
Houston TX, 77057. Whereas Lessor owns the Domain Name
www.ext.com and has
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agreed to lease the right to develop the domain www.ext.com
(www.ext.com) for
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the purpose of developing a social support network.
1. DEFINITIONS. In this agreement,
a. "Domain name" means www.ext.com
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b. "Sub-Domain name" means any name between
the www. and .ext.com, for
example "www.cancer.ext.com".
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c. "Sub-Sub-Domain" name mean any name
before the Sub-Domain name, for
example, www.breast.cancer.ext.com".
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www. (Sub-Sub-Domain).Cancer.ext.com.
d. "Effective Date" means January 4, 2008,
which the parties have signed
this agreement.
e. "Social Network" means the creation of a
network where members can sign
up, and interact with one another residing on the www.ext.com
domain.
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f. "Members" means any one who sign up for
an account on the Social
Network.:
g. "Membership fee" shall mean
the amount of money that a member has to
pay monthly in order to have a active membership.
h. "Active Member" shall mean any
member who has signed up and has logged
onto their home page within the last 91 days.
i. "Home Page" is the members'
individual webpage which they are directed
to upon signing.
j. "Royalty" means Monthly Revenues
due to the Lessor, subject to the terms
set out in paragraph 5.
k. "$" means United States dollars
unless otherwise indicated.
l. References to time and business days,
whether specific or general, are
references to the time and business days in Houston Texas USA.
2. LEASE OF RIGHT TO DEVELOP DOMAIN WWW.EXT.COM . Lessor will lease
the right to
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develop the domain www.ext.com for the purpose of Lessee to develop
a Social
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Network.
Notwithstanding the above, the Lessor's right to develop additional
business
activities at the Domain Name shall not be impeded by the
Lessee.
3. DEVELOPMENT OF SUB-DOMAIN NAME. Lessee must immediately begin to
develop the
Domainn Name resinding at www.EXT.COM so that it can acquire
members as soon as
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practically possible. Lessee acknowledges that this is a material
term of this
agreement and Lessee's failure to develop the Domain Name
constitutes a default
under paragraph 15. Lessee is responsible for all costs of
developing the
www.Ext.Com social network. All right, title and
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interest to any trademarks related to the Domain Names and all
logos, copyrights
and other marks associated with the Domain Names will remain the
property of the
Lessor.
4. TERM. This agreement will stay in effect until May 31, 2014,
unless
terminated by either party according to Paragraph 13.
5. MONTHLY ROYALTY.
a. The Monthly Royalty paid to Lessor will be based on the
following formula as
follows:
i. $ 1 per registered member per month (as
defined as any member who has
logged on in any 91 day period of time) Plus a 5% Royalty on the
gross revenues
derived by any sales, ad placements and or development agreements
within the
www.ext.com domain and any and all sub and sub-sub.ext.com domains
for the
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period on June 1, 2009 to May 31, 2010.
ii. $ 1.50 per registered member per month (as defined
as any member who has
logged on in any 91 day period of time) Plus 6% Royalty on the
gross revenues
derived by any sales, ad placements and or development agreements
within the
www.ext.com domain and any and all sub and sub-sub.ext.com domains
for the
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period on June 1, 2010 to May 31, 2011.
iii. $ 2.00 per registered member per month (as defined as any
member who has
logged on in any 91 day period of time) Plus a 7% Royalty on the
gross revenues
derived by any sales, ad placements and or development agreements
within the
www.ext.com domain and any and all sub and sub-sub.ext.com domains
for the
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period on June 1, 2011 to May 31, 2012.
iv. $ 2.50 per registered member per month (as defined as any
member who has
logged on in any 91 day period of time) Plus a 8% Royalty on the
gross revenues
derived by any sales, ad placements and or development agreements
within the
www.ext.com domain and any and all sub and sub-sub.ext.com domains
for the
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period on June 1, 2012 to May 31, 2013.
v. $ 3.00 per registered member per month (as defined as any member
who has
logged on in any 91 day period of time) Plus a 9% Royalty on the
gross revenues
derived by any sales, ad placements and or development agreements
within the
www.ext.com domain and any and all sub and sub-sub.ext.com domains
for the
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period on June 1, 2013 to May 31, 2014.
b. Lessee will pay the Royalty in monthly installments on the 30th
day of the
month following the month in which Lessee receives Gross
Revenues.
c. Lessee will deliver with the Royalty payment a statement that
sets out the
total Gross Revenues received, a list of items deducted to
determine the Net
Revenues, and the calculation of the Royalty.
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d. If Lessor objects to any Royalty statement, then Lessor must
give Lessee
written notice within one year of the date of the Year-End Royalty
statement,
otherwise the Royalty statement is deemed to be conclusive and
binding on the
Lessor. Lessor cannot make any claim against the statement unless
it makes the
claim within the one year period following the date of the Year-End
Royalty
statement.
e. Between the period of the signing of this agreement and until
May 31, 2009
"The Development Period" the Lessee Minimum Royalty due to the
Lessor will be
$50,000. During the Development Period the The Lessor will
accept in Lieu of
$50,000 minimum royalty 10,000,000 shares of the Lessee common
stock issued at
the signing of the which will be fully paid and non assessable.
f. Beginning June 1, 2009 the minimum annual Royalty will be
$1,000,000. To
insure compliance with this the Lessee will allow the Lessor to
place a Uniform
Commercial Code (UCC) filing anytime after June 1, 2009 for the
amount of
$1,000,000 against the minimum Royalty due for the period between
June 1, 2009
and May 31, 2010. The Lessee agrees and will not protest the
release of this
UCC until all Royalties from the Lessee for the Period are
paid.
g. Beginning June 1, 2010 the minimum annual Royalty will be
$5,000,000. To
insure compliance with this the Lessee will allow the Lessor to
place a Uniform
Commercial Code (UCC) filing anytime after June 1, 2010 for the
amount of
$5,000,000 against the minimum Royalty due for the period between
June 1, 2010
and May 31,
