TRADEMARK LICENSING AGREEMENT

Agreement made this ___________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 hereby 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.
(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 this
agreement 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 utilizing
the 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.

4 Good Will

Licensee recognizes the great value of the good will associated with
the Name, and acknowledges that the Name and all rights therein and good
will pertaining thereto belong exclusively to Licensor, and that the Name
has a secondary meaning in the mind of the public.