TRADEMARK LICENSING AGREEMENT

　　(b) minimum royalties

　　licensee agrees to pay to licensor a minimum royalty of___________dollars ($______) as a minimum guarantee against royalties to be paid to licensor during the first contract term, said minimum royalty to be paid on or before the last day of the initial term hereof. the advance sum of______________ dollars ($ __________) paid on the signing hereof shall be applied against such guarantee. no part of such minimum royalty shall in any event be repayable to licensee.

　　(c) periodic statements

　　within _________ days after the initial shipment of the articles covered by this agreement, and promptly on the _________________ of each calendar __________ thereafter, licensee shall furnish to licensor complete and accurate statements certified to be accurate by licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales price of the articles covered by thisagreement distributed and/or sold by licensee during the preceding calendar ____________, together with any returns made during the preceding calendar ___________ for this purpose, licensee shall use the statement

　　form attached hereto, copies of which form may be obtained by licensee from licensor. such statements shall be furnished to licensor whether or not any of the articles have been sold during the preceding calendar____________.

　　(d) royalty payments

　　royalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar_____________ in which earned, and payment shall accompany the statements furnished as required above. the receipt or acceptance by licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by licensee. payment shall be in_______________. domestic taxes payable in the licensed territory shall be payable by licensee.

　　3. exclusivity

　　(a) nothing in this agreement shall be construed to prevent licensor from granting any other licenses for the use of the name or from utilizingthe name in any manner whatsoever, except that licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement,for the use of the name in connection with the sale of the articles described in paragraph 1.(b) it is agreed that if licensor should convey an offer to licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, licensee shall have_______ days within which to accept or reject such an offer. in the event that licensee fails to accept such offer within the specified _______days, licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to licensee by licensor.licensee agrees that it shall not, without the prior written consent of licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.