ex_10-4.htm


    
      

      

    

    EXHIBIT 10.4

     

     

    
      LOAN
AGREEMENT

      September
11, 2007

       

      _______________________________
(the “Lender”) of ___________________, advanced USD$________ (the “Principal
Sum”) to Makeup Incorporated (the “Borrower”) a wholly owned subsidiary of Makeup.com Limited (the
“Guarantor”) both of 3388 Via Lido, 4th Floor,
Newport Beach, California, 92663.  The funds were advanced by the
Lender on September 12, 2007.

       

      The
Borrower agrees to repay and the Guarantor agrees to guarantee and ensure the
repayment of, the Principal Sum on demand, together with interest calculated and
compounded monthly at the rate of 7% per year (the “Interest”) from September
11, 2007.  The Borrower and the Guarantor are jointly and severally
liable for repayment for the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the
Interest.

       

      The
Borrower and the Guarantor will evidence the debt and its repayment of the
Principal Sum and the Interest with a joint promissory note in the attached
form.

       

      The
Lender may, in its sole discretion, provide the Borrower and the Guarantor with
written instructions to convert any payment of Principal Sum or Interest into
restricted shares of common stock in the capital of the
Guarantor.  Payments will be converted into fully paid, non-assessable
and, subject to United States securities laws, restricted shares of common stock
in the capital of the Guarantor (the “Conversion Shares”) at a conversion price
of the lesser of (1) US$0.50 per share and (2) a 20% discount to the Guarantor’s
closing market price on the day the Borrower receives the written instructions
from the Lender.  If the debt is in foreign currency other than the US
then the foreign currency will be converted at the exchange rate as of the date
the Lender provides instructions to convert the debt to restricted shares of the
Guarantor.  The Borrower and Guarantor covenants to cause the
Conversion Shares to be issued in the name of the Lender, or such party as the
Lender may direct.

       

      
        
          	LENDER	 	 	
                  BORROWER

                  Makeup Incorporated

                	 
	 	 	 	 	 
	Per:  	 	 	Per:	 
	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                   

                	 	 	
                  Authorized
      Signatory

                	 


        

      

       

      This
Guarantee made September 11, 2007, by Makeup.com Limited, a business corporation
under the laws of the State of Nevada, located at 3388 Via Lido, 4th Floor,
Newport Beach, California, 92663, herein referred to as a
guarantor.  The Guarantor is the parent corporation of Makeup
Incorporated (“Borrower”), a wholly owned subsidiary, located at 3388 Via Lido,
4th Floor, Newport Beach, California, 92663, and engages in a substantial
business relationship with the Borrower and is issuing this guarantee on behalf
of and as an act incident to that business relationship to any lender who has
advanced funds to Borrower.  Guarantor agrees to remain bound under
this guarantee for so long as Borrower must comply with the Loan Agreement and
Promissory Note.    Guarantor agrees that payments can be
converted into fully paid, non-assessable and, subject to United States
securities laws, restricted shares of its common stock (the “Conversion Shares”)
at a conversion price of the lesser of (1) US$0.50 per share and (2) a 20%
discount to the Guarantor’s closing market price on the day the Borrower
receives the written instructions from the Lender.  Guarantor hereby
acknowledges acceptance of this guarantee.

       

      
        
          	GUARANTOR	 	 	 	 
	Makeup.com
      Limited	 	 	 	 
	 	 	 	 	 
	Per:	 	 	 	 
	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Authorized
      Signatory

                	 	 	
                   

                	 


        

      

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      PROMISSORY
NOTE

       

      
        	Principal
      Amount:  USD$50,000	
                September 11,
      2007

              


      

       

      For value
received, Makeup Incorporated (the  “Borrower”), a wholly owned
subsidiary of Makeup.com
Limited (the “Guarantor”) and the Guarantor jointly and severally
promises to pay on demand to the order of _________________ (the
“Lender”) the sum of USD$________ lawful money of United States of America (the
“Principal Sum”) together with interest on the Principal Sum from the effective
Date of September 11, 2007 both before and after maturity, default and judgment
at the Interest Rate as defined below.

      


      For the
purposes of this promissory note, Interest Rate means 7 per cent per
year.  Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Date of the Consolidated Loan (for
an effective rate of 7.23% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.

      


      The
Borrower may repay the Principal Sum and the Interest in whole or in part at any
time.

      


      The
Lender may, in its sole discretion, have any repayment of Principal Sum or
Interest converted into restricted shares of common stock in the capital of the
Guarantor in accordance with the terms and conditions of the attached loan
agreement.

      


      The
Borrower and the Guarantor waive presentment, protest, notice of protest and
notice of dishonour of this promissory note.

       

      
        
          
            
              	 	 	 	
                            
                        BORROWER

                        Makeup
      Incorporated

                      

                    	 
	 	 	 	 	 
	 	 	 	Per:	 
	 	 	 	 	 
	
                       

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                      Authorized
      Signatory

                    	 


            

             

          

        

      

      
        
          
            	 	 	 	
                    GUARANTOR

                    Makeup.com Limited

                  	 
	 	 	 	 	 
	 	 	 	Per:	 
	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                    Authorized
      Signatory

                  	 


          

        

         

         

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