TRADEMARK LICENSING AGREEMENT

　　14. final statement upon termination or expiratio______ days before the expiration of this license and, in the event of its termination, ______ days after receipt of notice of termination or the happening of the event which terminates this agreement where no notice is required, a statement showing the number and description of articles  covered by this agreement on hand or in process shall be furnished by licensee to licensor. licensor shall have the right to take a physical inventory to ascertain or verify such inventory and statement, and refusal by licensee to submit to such physical inventory by licensor shall forfeit  licensee''s right to dispose of such inventory, licensor retaining all other legal and equitable rights licensor may have in the circumstances.

　　15. disposal of stock upon termination or expiration

　　after termination of the license under the provisions of paragraph 12,licensee, except as otherwise provided in this agreement, may dispose of articles covered by this agreement which are on hand or in process at the time notice of termination is received for a period of ________ days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 2. notwithstanding anything to the contrary herein, licensee shall not manufacture, sell or dispose of any articles covered by this license after its expiration or its termination based on the failure of licensee to affix notice of copyright, trademark or service mark registration or any other notice to the articles, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or because of the departure by licensee from the quality and style approved by licensor pursuant to paragraph 7.

　　16. effect of termination or expiration

　　upon and after the expiration or termination of this license, allrights granted to licensee hereunder shall forthwith revert to licensor,who shall be free to license others to use the name in connection with the manufacture, sale and distribution of the articles covered hereby and licensee will refrain from further use of the name or any furtherreference to it, direct or indirect, or anything deemed by licensor to besimilar to the name in connection with the manufacture, sale or distribution of licensee''s products, except as provided in paragraph 15.

　　17. licensor''s remedies

　　(a) licensee acknowledges that its failure (except as otherwiseprovided herein) to commence in good faith to manufacture and distributein substantial quantities any one or more of the articles listed inparagraph 1 within ______ months after the date of this agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the articles covered by this agreement or any class or category thereof will result in immediate damages to licensor.