TRADEMARK LICENSING AGREEMENT

　　agreement madethis ______day of ____________, between___________(hereinafter called 'licensor'), and ________(hereinafter called 'licensee'):

　　witnesseth

　　whereas licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other licensor properties as defined in paragraph 1 of the rider attached hereto and hereby made a part hereof (hereinafter called 'name'), said name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well known and recognized by the general public and associated in the public mind with licensor, and whereas licensee desires to utilize the name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,now, therefore, in consideration of the mutual promises herein contained, it is here by agreed:

　　1. grant of license

　　(a) articles

　　upon the terms and conditions hereinafter set forth, licensor hereby grants to licensee as a related company, and licensee hereby accepts the right, license and privilege of utilizing the name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)

　　(b) territory

　　the license hereby granted extends only to ________________. licensee agrees that it will not make, or authorize, any use, direct or indirect, of the name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.

　　(c) term

　　the term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. the term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on december 31st, ____________. at the end of each term, beginning with december 31st, ________________, this license shall be automatically renewed for a one year term expiring december 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.

　　2. terms of payment

　　(a) rate

　　licensee agrees to pay to licensor as royalty a sum equal to __________percent of all net sales by licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. the term 'net sales' shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. no costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by licensee. licensee agrees that in the event it should pay any other licensor a higher royalty or licensing rate or commission than that provided herein for the use of the name, than said higher rate shall automatically and immediately apply to this contract.