Exhibit 10.2






Domain Lease Agreement

Re: www.brazil.com www.indonesia.com www.malaysia.com
www.canadian.com www.greatbritain.com

THIS AGREEMENT dated for reference May 1, 2005 is between Domain
Holdings Inc. (Lessor), an Alberta corporation with a
business office at Suite 600, 1100 Melville Street, Vancouver, BC, CANADA V6E
4A6; and FrequentTraveller.com Inc.
(Lessee), a Nevada corporation with a business office at
2311 Cherry Street, Bellingham, WA, USA 98225.

WHEREAS
Lessor owns Domain Names and has agreed to lease the right to sell Travel
Products on the Domain Names to Lessee, IN
CONSIDERATION of $1 and the following mutual promises, the
parties agree that:

	1. 	Definitions. In this
      agreement, 
	 	 	 
		a. 	“Domain Names” means www.brazil.com www.indonesia.com www.malaysia.com www.canadian.com
      www.greatbritain.com . 
	 	 	 
		b. 	“Effective Date” means the day on which the parties have
      signed this agreement. 
	 	 	 
		c. 	“Travel Products” includes the travel related products
      that Lessee chooses to advertise, market and sell through the Domain Names
      including but not limited to banners, text links, hotel bookings, flight
      bookings, tour bookings and travel insurance. 
	 	 	 
		d. 	“Net Revenues” means the amount of gross revenues that
      Lessee generates from all sources, including but not limited to the Domain
      Names, after deducting: 



	 	i. 	credits for returns and normal
      trade discounts, 
	 	  	  
	 	ii. 	any tax, except income tax, that
      Lessee is required to pay on the sale of Travel Products or to
      withhold from payments to Lessor. If Lessee chooses to
      use third parties to handle Travel Products other than Pay Per Click or
      Banner Advertising, Net Revenues are equal to gross revenue
      paid by the consumer to the third party handling the
      sale and Lessor’s Royalty is a function of the gross
  booking.



	 	e. 	“Annual Royalty” means Percentage of annual Net Revenues
      of the Lessee, subject to the terms set out in paragraph 5. 
	 	 	 
	 	f. 	“$” means United States dollars unless otherwise
      indicated. 
	 	 	 
	 	g. 	References to time and business days, whether specific or
      general, are references to the time and business days in Vancouver,
      British Columbia, CANADA. 



	2. 	Lease of Right to Sell Travel Products at Domain
      Names. Lessor will lease the right to sell Travel
      Products, at the Domain Names, to the Lessee on the terms set out in this
      agreement. The Lessee acknowledges that travel products represent only one
      avenue of development for the Domain Names and that any and all other
      avenues of development, including but not limited to news, dating, music,
      classifieds etc., remain the property of the Lessor. The Lessee further
      acknowledges that the development of additional business activities at the
      Domain Names will benefit the offering of Travel Products at the Domain
      Names. The Lessor’s right to develop additional business activities at the
      Domain Names shall not be impeded by the Lessee. 
	 	 
		The Lessor acknowledges that some additional business
      activities, including but not limited to, pornography for example, will be
      destructive to the Lessee’s travel business activities. The Lessor agrees
      not to engage knowingly and willingly in additional business activities
      that damage or marginalize the Lessee’s travel







business activities.
Notwithstanding the above, the Lessor’s right to develop additional business
activities at the Domain Names shall not be impeded by the Lessee. 

	3. 	Development of Domain Names. Lessee must immediately begin to develop the Domain Names so that
      it can sell Travel Products as soon as practically possible. Lessee
      acknowledges that this is a material term of this agreement and Lessee’s
      failure to develop the Domain Names and sell Travel Products constitutes a
      default under paragraph 15. Lessee is responsible for all costs of
      development of Travel Products on the Domain Names and will work with
      Lessor to ensure the Travel Products fit in to the overall look and feel
      the Lessor chooses at these Domain Names. 
	 	 
		All right, title and 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 December 31, 2010, unless terminated by either
      party according to Paragraph 13. 
	 	 	 
	5. 	Annual Royalty. 
	 	 	 
		a. 	The annual Royalty paid to Lessor will be based on the
      Net Revenues generated during the calendar year by the Lessee as
      follows: 
	 	 	 
			5%: On portion up to $20 Million, &; 
	 	 	 
			4%: On portion between $20 Million & $40 Million,
      &; 3%: On the portion between $40 Million & $60 Million, &;
      2%: On the portion between $60 Million & $80 Million; &; 1%: On
      the portion over and above $80 Million. 
	 	 	 
		b. 	Lessee will pay the Royalty in monthly instalments on the
      30th day of the month following the month in which Lessee receives Net
      Revenues. 
	 	 	 
		c. 	Lessee will deliver with the Royalty payment a statement
      that sets out the total Net Revenues received, a list of items deducted to
      determine the Net Revenues, and the calculation of the Royalty.
  
	 	 	 
		d. 	If Lessor objects to any Royalty statement, then Lessor
      must give Lessee written notice within three months 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 three month
      period following the date of the Year-End Royalty statement. 
	 	 	 
		e. 	Beginning in the calendar year of 2006 the annual Royalty
      will be a minimum of $150,000. In the case that the minimum is not reached
      through the aggregate of monthly payments, Lessee will make up the
      difference by payment to Lessor on the 30th
      of January of the year following the annual
      Royalty in question. 
	 	 	 
		f. 	If Lessee fails to make a Royalty payment within 30 days
      of the date on which it is due then Lessee is in default of this
      agreement. 



	6. 	Option to Renew. The Lessee
      will have the option to renew this agreement for an additional period of 5
      years, commencing January 1, 2011 and ending December 31, 2015, and in 5
      year increments thereafter, with the following stipulation: 
	 	 
		The minimum Royalty payment referenced in 5 (d) will be
      adjusted to the average of annual Royalty payments generated in the
      previous 5 year term. 
	 	 
	7. 	Examination of records. Lessee
      will keep accurate books and records concerning all transactions relating
      to this agreement for two years from the date on which Lessor receives the
      Royalty statements. Lessee will permit Lessor or Lessor’s representative
      to examine them at Lessee’s business premises during Lessee’s
  



  

  
normal business hours if
Lessor has given Lessee four days’ written notice that Lessor wants to examine
them.

	8. 	Independent audit. If Lessor discovers an error when it examines Lessee’s records as
      permitted by paragraph 6, then Lessor may have the books and records
      audited by independent accountants qualified to perform audits and
      approved by Lessee. If the audit uncovers an underpayment of a Royalty and
      restates the amount of the Royalty, the Lessee immediately will pay the
      amount of the underpayment to Lessor. Lessor will pay the cost of the
      audit unless the underpayment equals or exceeds 5% of the restated
      Royalty, in which case Lessee will pay the cost of the audit. The decision
      of the independent auditor is binding on the parties. 
	 	 	 
	9. 	Non-disclosure and use of confidential
      information. 
	 	 	 
		a. 	Lessor will not disclose to others, personally use for
      its own benefit or the benefit of third parties ,or otherwise appropriate
      or copy any of Lessee’s confidential information except as required in
      connection with Lessor’s performance of its obligations under this
      agreement unless Lessor can prove that it acquired the information either
      before its creation, development or disclosure by Lessee, or by other than
      unauthorised disclosure. 
	 	 	 
		b. 	Confidential information is any proprietary or
      confidential information that Lessor learns from Lessee or from Lessor’s
      performance under this agreement about Lessee’s business, including trade
      secrets; products, processes and services; business plans, product
      development plans, marketing plans or internal business procedures;
      confidential and proprietary information of Lessee’s customers; test
      procedures and results; computer codes and hardware system information;
      customer information and lists; accounting, marketing and merchandising
      reports and other information generated by Lessee’s operation of the
      Domain Names; Lessee’s patents, trademarks or other intellectual property
      rights; and business methods used or developed by or for Lessee.
  
	 	 	 
		c. 	Lessor acknowledges that the confidential information is
      the exclusive property of Lessee, its customers, or third parties that
      have disclosed information to Lessee in confidence. 
	 	 	 
		d. 	Lessor acknowledges that damages at law are an
      insufficient remedy if Lessor violates the terms of this paragraph and
      that Lessee may apply for injunctive relief in any court of competent
      jurisdiction to restrain the breach or threatened breach of Lessor’s
      promises in this paragraph. 
	 	 	 
		e. 	Lessor’s promises in this paragraph are an essential
      element of this agreement and survive the termination of this
      agreement. 



	10. 	Good faith. The
      parties acknowledge that circumstances outside of their control or
      knowledge can affect their performance of this agreement. Each will work
      with the other in good faith to resolve any problems that arise in these
      circumstances. 
	 	 	 	 
	11. 	Representations and warranties.
    
	 	 	 	 
		a. 	Lessor represents and warrants that:
  
	 	 	 	 
			i. 	It is in good standing in Alberta and where it operates
      and has the power to make this agreement. 
	 	 	 	 
			ii. 	It is authorised to make and perform this
      agreement. 
	 	 	 	 
			iii. 	It has not granted to any third party rights that could
      restrict or in any way limit the Lessee’s lawful use of the Domain
      Names. 
	 	 	 	 
			iv. 	To the best of its knowledge, it owns the rights that it
      has granted to Lessee under this agreement. 
	 	 	 	 
			v. 	It owns the Domain Names free of any claim or potential
      claim by any third party. 



      

      
vi. The Domain Names are
validly registered in Lessor’s name.

	 	b. 	Lessee represents and warrants that:
  
	 	 	 	 
	 		i. 	It is in good standing in Nevada and where it operates
      and has the power to make this agreement. 
	 	 	 	 
	 		ii. 	It is authorised to make and perform this
      agreement. 
	 	 	 	 
	 	c. 	The parties’ representations and warranties survive the
      Effective Date.



	12. 	Indemnity. 
	 	 	 
		a. 	Each party indemnifies the other party and the other
      party’s directors, officers, employees and agents from all claims,
      demands, losses, liabilities, and expenses (including reasonable legal
      fees) arising out of the party’s breach of this agreement. 
	 	 	 
		b. 	Lessee indemnifies and will defend Lessor, its directors,
      officers, employees and agents and hold each of them harmless from all
      claims, demands, damages, losses, liabilities, suits and expenses,
      including reasonable legal fees arising out of or in connection with
      Lessee’s use of the Domain Names. 



	13. 	Default. 
	 	 	 
		a. 	Lessee is in default if it does not make a payment or
      perform any other material obligation that is required by this agreement
      and Lessor notifies Lessee in writing that it is in default. If Lessee has
      not cured the default by the end of thirty days from Lessee’s receipt of
      Lessor’s written notice, then Lessor may terminate this agreement and all
      obligations hereunder. 
	 	 	 
		b. 	Lessor is in default if it does not perform any material
      obligation that is required by this agreement and Lessee notifies Lessor
      in writing that it is in default, and Lessor has not cured the default by
      the end of thirty days from Lessor’s receipt of Lessee’s written
      notice. 



	14. 	Termination. 
	 	 
		a.  	Lessor may terminate this agreement, without prejudice to any rights
      that it has under this agreement or otherwise, on written notice to Lessee
      if:



	 	i. 	Lessee files for bankruptcy, a receiver or trustee of any
      of Lessee’s property is appointed and the appointment is not vacated
      within sixty days of the appointment, or any order is made or resolution
      passed for the winding up of Lessee for any purpose other than the bona
      fide reconstruction or amalgamation of Lessee, and the order or resolution
      is not rescinded within sixty days of the date of the order or resolution;
      or 
	 	 	 
	 	ii. 	Lessee breaches any of its representations and warranties
      or is in default under paragraph 12. 



	 	b. 	Termination of this agreement
      under this paragraph by Lessor does not free Lessee from it’s
      Royalty payment or reporting requirements outlined in this
      agreement. 
	 	
	 	c. 	Lessee may terminate this
      agreement, without prejudice to any rights that it has under this
      agreement or otherwise, on written notice to Lessor if Lessor
      breaches any of its representations and warranties or is in default under paragraph 12.



	15. 	Right of First Refusal 


In the event the Lessor
undertakes to sell the Domain Names it will offer the Lessee the right of first
refusal to purchase the Domain Names at the same terms as those offered to any
3rd party. This right of
first 




refusal will be valid for
a period of 15 days following the Lessor’s written notification to the Lessee
that it intends to sell the Domain Names.

	16. 	General provisions. 
	 	 	 
		a. 	Time is of the essence of this agreement. 
	 	 	 
		b. 	If either party must perform under this agreement on a
      day that is not a business day in Vancouver, British Columbia, then the
      party must perform on the next business day in Vancouver. 
	 	 	 
		c. 	Any notice that must be given under this agreement must
      be in writing and delivered by hand to the address given for the party on
      page 1 or transmitted by fax or email to the fax number or email address
      that the parties have given to each other. Notice is deemed to have been
      received when it is delivered if it is delivered during normal business
      hours and on the next business day if it is delivered outside of normal
      business hours. 
	 	 	 
		d. 	This agreement is the entire agreement between the
      parties and its terms may be waived or amended only in writing.
  
	 	 	 
		e. 	This agreement does not create a partnership or joint
      venture or any other kind of business association between the parties and
      neither party has the power to bind the other in any way. 
	 	 	 
		f. 	Lessee may not assign its interest in this agreement
      without Lessor’s written consent. 
	 	 	 
		g. 	This agreement is binding on the parties and upon their
      respective successors, assigns and any purchasers of any or all of the
      Domain Names. 
	 	 	 
		h. 	This agreement must be construed in accordance with the
      laws of British Columbia and litigated in the courts of British
      Columbia. 
	 	 	 
		i. 	No finding by a court of competent jurisdiction that any
      provision of this agreement is invalid, illegal, or otherwise
      unenforceable operates to impair or affect the remaining provisions which
      remain effective and enforceable. 
	 	 	 
		j. 	This agreement may be signed in counterparts and
      delivered to the parties by fax. 


 

THE PARTIES’ SIGNATURES below are evidence
of their agreement.




DOMAIN HOLDINGS INC.

/s/ David Jeffs

Authorised signatory: David Jeffs,
President

Date: May 5, 2005

 

FREQUENTTRAVELLER.COM INC.

/s/ Graham Heal 

Authorised signatory: Graham Heal, President

Date: May 5, 2005