Horiyoshi Worldwide Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






LICENSE AGREEMENT

THIS AGREEMENT dated for reference the 17th day of
September, 2008.

	 AMONG:	 	 
	 	 	 
		HORIYOSHI III WORLDWIDE LTD.
      aka HORIYOSHI THE THIRD, a Hong Kong company, of 16E Neich Tower, 128
      Gloucester Road, Wanchai, Hong Kong. 	
	 	 	 
	 	(herein called the “Licensee”)	 
	 	 	 
	 AND:	 	 
		STONE CORPORATION INC., a
      corporation existing under the laws of the Japan with its executive office
      at Aoyama House #402 4-3-3 Shibuya, Shibuya- Ku, Tokyo, Japan, 150-0002	
	 	 	 
	 	(herein called “Licensor”) 	 


WHEREAS:

A.        By grant from
Yoshihito Nakano, also known as Master Horiyoshi III of Yokohama (hereinafter
the “Artist”) , the Licensor is the proprietor of all copyright and all
ancillary rights throughout the world in (the “Licensor Copyrights”) and
to certain graphic and pictoral works by the Artist, including the particular
works identified on Schedule 1attached hereto, or added by future
Addendum thereto, and incorporated herein by reference (the identified works
hereinafter referred to as "Licensed Works").

B.        Licensor has
adopted, used, and is the proprietor of the trademarks "Horiyoshi," "Horiyoshi
III," "Horiyoshi the Third", and all related graphic trademarks, including all
past and future trademark registrations and applications therefor throughout the
world (collectively the “Licensor Trademark Rights”).

C.        Licensor is the
sole and exclusive licensor of the Licensed Works and the Trademark Rights
throughout the world.

D.        The Licensor
Copyrights and the Licensor Trademark Rights, and all ancillary rights related
thereto are designated herein together as constituting the Intellectual Property
rights concerned by the present License Agreement, (herein called the “IP
Rights”). The IP Rights and any applications or registrations related
thereto are more particularly described in Schedule 2 to this License
Agreement. 

E.        The Licensee
wishes to acquire from the Licensor and Licensor agrees to grant to the Licensee
the exclusive right to use the IP Rights for the manufacture and sale of certain
branded products (the “Products”) including the particular Products
identified on Schedule 3 attached hereto, or added by future Addendum
thereto . 

F.        The Licensee will
be the sole and exclusive manufacturer and distributor of the Products and the
Licensee will sell such Products on a worldwide basis.

G.        The Licensor has
agreed to grant Licensee the exclusive right to use the IP Rights under the
terms and conditions as set forth in this License Agreement. 

NOW THEREFORE in consideration of the premises and the
respective covenants, agreements representations, warranties and indemnities of
the parties herein contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows:





	1. 	
      DEFINED TERMS

	 	 	 
	1.1 	
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms will have the respective meanings
      set out below and grammatical variations of such terms will have
      corresponding meanings:

	 	 	 
		(a) 	
      “Business Day” means any day which is not a Saturday,
      Sunday or statutory holiday in the United States;

	 	 	 
		(b) 	
      “Effective Date” means September 17, 2008;

	 	 	 
		(c) 	
      “IP Rights” has the meaning as ascribed in the Clause D
      of the preamble above; and

	 	 	 
		(d) 	
      “Products” has the meaning as ascribed in Clause E of the
      preamble above.

	 	 	 
	1.2 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this License Agreement are expressed in United States
    funds.

	 	 	 
	1.3 	
      Sections and Headings. The division of this
      License Agreement into Articles, sections and subsections and the
      insertion of headings are for convenience of reference only and will not
      affect the interpretation of this License Agreement. Unless otherwise
      indicated, any reference in this License Agreement to an Article, section,
      subsection or Schedule refers to the specified Article, section or
      subsection of or Schedule to this License Agreement.

	 	 	 
	1.4 	
      Number, Gender and Persons. In this License
      Agreement, words importing the singular number only will include the
      plural and vice versa, words importing gender will include all genders and
      words importing persons will include individuals, corporations,
      partnerships, associations, trusts, unincorporated organizations,
      governmental bodies and other legal or business entities of any kind
      whatsoever.

	 	 	 
	1.5 	
      Entire Agreement. This License Agreement
      constitutes the entire agreement between the parties with respect to the
      subject matter hereof and supersedes all prior agreements, understandings,
      negotiations and discussions, whether written or oral. There are no
      conditions, covenants, agreements, representations, warranties or other
      provisions, express or implied, collateral, statutory or otherwise,
      relating to the subject matter hereof except as herein provided.

	 	 	 
	1.6 	
      Time of Essence. Time will be of the essence of
      this License Agreement.

	 	 	 
	1.7 	
      Applicable Law. This License Agreement will be
      construed, interpreted and enforced in accordance with, and the respective
      rights and obligations of the parties will be governed by, the laws of the
      State of California. All claim demands, disputes, controversies,
      differences, or misunderstandings between the Parties relating to this
      Agreement shall be settled by arbitration before one arbitrator to be
      appointed in accordance with the rules of the American Association of
      Arbitration, such proceeding to be held in Los Angeles, California, in the
      English language and judgment upon the award rendered by the arbitrator
      may be entered in any court having jurisdiction thereof.

	 	 	 
	1.8 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this License Agreement will be binding on either party
      unless consented to in writing by such party. No waiver of any provision
      of this License Agreement will constitute a waiver of any other provision,
      nor will any waiver constitute a continuing waiver unless otherwise
      provided.

	 	 	 
	1.9 	
      Schedules. The following Schedules are attached to
      and form part of this License Agreement: All terms defined in the body of
      this License Agreement will have the same meaning in the Schedule attached
      hereto.



Schedule 1 - Description of Licensed
Works 
Schedule 2 – Description of IP Rights

Schedule 3 – Descriptions of Products 

Schedule 4 – Consent of Yoshihito Nakano






	2. 	
      GRANT OF LICENSE

	 	 
	2.1 	
      The Licensors hereby grant to the Licensee, effective as
      of the Effective Date and for a period of 35 years, an exclusive worldwide
      license, to use the IP Rights and to exclusively manufacture and
      distribute the Products for consideration of the License Fee defined in
      Article 5 hereafter (the “License”).

	 	 
	2.2 	
      Licensee may assign or sublicense the IP Rights or
      manufacturing and distribution rights granted under this license with
      prior written notice to Licensor.

	 	 
	2.3 	
      The Licensee agrees to assist the Licensor in recording
      this License Agreement with appropriate government authorities where such
      recording is required by law or regulation or where such recording is
      permitted or desired by the Licensor.

	 	 
	2.4 	
      The Licensors shall not continue to use the IP Rights for
      its business and shall not sell or agree to sell or to license all or any
      portion of the IP Rights, other than as set out in Section 6.

	 	 
	2.5 	
      The Licensor undertakes, for a period of ten years from
      the signature of the License Agreement, to keep in force the existing
      trademark registrations in the countries where they were filed. During
      this period of ten years, in any country designated in the international
      trademark registrations where the Licensor would decide not to file a
      national application or to waive a trademark registration or a trademark,
      the Licensee will have the option to incur costs to defend the
      corresponding rights.

	 	 
	3. 	
      USE OF LICENSE AND PURCHASE OF
    PRODUCTS

	 	 
	3.1 	
      The Licensee shall manufacture and distribute the
      Products and shall use and sell the Products under the Licensor's
      Trademark(s):

	 	 
	3.2 	
      The License is exclusive to the Licensee
  worldwide,

	 	 
	3.3 	
      The Licensor shall be solely entitled throughout the
      world to manufacture and to sell any merchandise derived from, based upon,
      or incorporating the Licensed Works, including but not limited to the
      Products.

	 	 
	3.4 	
      The Licensor shall be solely entitled throughout the
      world to carry on business and to sell any merchandise, including but not
      limited to the Products, under the Licensor`s Trademark(s).

	 	 
	4. 	
      OWNERSHIP

	 	 
	4.1 	
      Licensee acknowledges and agrees that, as between the
      parties to this License Agreement and subject to the rights and licenses
      granted herein, Licensor is, and at all times shall remain, the sole and
      exclusive owner of all right, title and interest, throughout the world, in
      and to all IP Rights, and any copies of the Licensed Works, whether made
      on or behalf of Licensor or Licensee.

	 	 
	5. 	
      LICENSE FEE

	 	 
	5.1 	
      In consideration of the grant of the License and rights
      to Licensee hereunder, and of the covenants of Licensor herein, Licensee
      shall pay to Licensor the sum of $10 upon execution by the parties of this
      Agreement.








	6. 	
      RIGHT OF FIRST PURCHASE

	 	 	 
	6.1 	
      In the event that Licensor intends to sell the IP Rights,
      the Licensee shall have a first right of purchase for the IP Rights for so
      long as this License Agreement is in effect,

	 	 	 
		
      (the “ROFP Events”).

	 	 	 
	6.2 	
      The right of first purchase may be exercised by the
      Licensee within 30 days following notice of a ROFP Event by notifying the
      Licensor in writing. The purchase price of the IP Rights and the
      associated technology shall be calculated using the following formula: the
      purchase price of the IP Rights and the associated technology shall be
      equal to two (2) times the average annual gross sales turnover of the
      Products made by Licensee on the three years preceding the date of
      exercise of the right of purchase of the IP Rights.

	 	 	 
	6.3 	
      In addition to the first right of purchase contained in
      above clause 6.1, Licensee shall have a right of purchase for the IP
      Rights within seven (7) years prior to the expiration of this Agreement.
      The purchase price of the IP Rights and the associated technology shall be
      calculated using the following formula: the purchase price of the IP
      Rights and the associated technology shall be equal to two (2) times the
      average annual gross sales turnover of the Products made by Licensee on
      the three years preceding the date of exercise of the right of purchase of
      the IP Rights

	 	 	 
	6.4 	
      In the event that Licensor wishes to sell any Licensed
      Work, such sale shall have no bearing on any IP Rights related to such
      Licensed Work, and Licensee shall be entitled to retain and produce as
      many copies, prints, or other reproductions or adaptation in any media of
      such Licensed Work for the purpose of exercising the rights granted to
      Licensee herein.

	 	 	 
	7. 	
      TERMINATION AND EXTENSION

	 	 	 
	7.1 	
      Except as otherwise provided, this License Agreement
      shall terminate automatically at the end of the term specified in Section
      2.1.

	 	 	 
	7.2 	
      The Licence Agreement will be terminated if a bankruptcy
      proceeding is filed against the Licensee.

	 	 	 
	7.3 	
      The License Agreement will not terminate if a bankruptcy
      proceeding is filed against the Licensor.

	 	 	 
	8. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL

	 	 	 
	8.1 	
      For the purposes of this Section 8 the terms
      “Loss” and “Losses” mean any and all demands, claims,
      actions or causes of action, assessments, losses, damages, liabilities,
      costs, and expenses, including without limitation, interest, penalties,
      fines and reasonable attorneys, accountants and other professional fees
      and expenses, but excluding any indirect, consequential or punitive
      damages suffered by Licensor or Licensee including damages for lost
      profits or lost business opportunities.

	 	 	 
	8.2 	
      Licensor will be limited to Licensor`s remedy at law for
      damages (if any) and will not be entitled to rescind or terminate this
      Agreement or to seek injunctive relief which may prevent or impair the
      production, distribution or other exploitation of the IP Rights or
      Products described herein.

	 	 	 
	8.3 	
      Agreement of Licensor to Indemnify

	 	 	 
		(a) 	
      Licensor will indemnify, defend, and hold harmless, to
      the full extent of the law, for a period of three years from the
      termination of the License Agreement, the Licensee and its shareholders
      from, against, and in respect of any and all Losses asserted against,
      relating to, imposed upon, or incurred by the Licensee and its
      shareholders by reason of, resulting from, based upon or arising out
      of:








	 	(i) 	
      the breach by Licensor of any representation or warranty
      of Licensor contained in or made pursuant to this License Agreement, any
      Licensor document or any certificate or other instrument delivered
      pursuant to this License Agreement; or

	 	 	 
	 	(ii) 	
      the breach or partial breach by Licensor of any covenant
      or agreement of Licensor made in or pursuant to this License Agreement,
      any Licensor document or any certificate or other instrument delivered
      pursuant to this License Agreement.




	8.4 	
      Agreement of Licensee to Indemnify

	 	 	 	 
		(a) 	
      Licensee will indemnify, defend, and hold harmless, to
      the full extent of the law, for a period of three years from the
      termination of this License Agreement, the Licensor from, against, for,
      and in respect of any and all Losses asserted against, relating to,
      imposed upon, or incurred by Licensor by reason of, resulting from, based
      upon or arising out of:

	 	 	 	 
			(i) 	
      the breach by Licensee of any representation or warranty
      of Licensee contained in or made pursuant to this License Agreement, any
      Licensee document or any certificate or other instrument delivered
      pursuant to this License Agreement; or

	 	 	 	 
			(ii) 	
      the breach or partial breach by Licensee of any covenant
      or agreement of Licensee made in or pursuant to this Agreement, any
      Licensee document or any certificate or other instrument delivered
      pursuant to this License Agreement.




	9. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      LICENSOR

	 	 	 	 
	9.1 	
      Each Licensor represents and warrants to the Licensee,
      with the intent that the Licensee will rely thereon in entering into this
      License Agreement and in concluding the transactions contemplated hereby,
      as follows:

	 	 	 	 
		(a) 	
      Licensor warrants that to the best of its knowledge the
      use of the IP Rights as intended through this License Agreement, does not
      infringe upon the rights of third parties;

	 	 	 	 
		(b) 	
      Licensor warrants that to the best of its knowledge the
      IP Rights is valid, maintained and enforceable towards third parties
      worldwide, and that the IP Rights shall be properly maintained during the
      term of this License Agreement.

	 	 	 	 
		(c) 	
      the execution and delivery of this License Agreement and
      the completion of the transactions contemplated hereby have been duly and
      validly authorized by all necessary limited liability company action on
      the part of the Licensor, and this License Agreement constitutes a valid
      and binding obligation of the Licensor enforceable against the Licensor in
      accordance with its terms; except as enforcement may be limited by
      bankruptcy, insolvency and other laws affecting the rights of creditors
      generally and except that equitable remedies may be granted only in the
      discretion of a court of competent jurisdiction;

	 	 	 	 
		(d) 	
      except as will be remedied by the consents, approvals,
      releases, and discharges described in Schedule 2 - Consents attached
      hereto, neither the execution and delivery of this License Agreement nor
      the performance of the Licensor’s obligations hereunder will:

	 	 	 	 
			(i) 	
      violate or constitute default under any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      the Licensor, the IP Rights, or any contract, agreement, instrument,
      covenant, mortgage, or security, to which the Licensor is a party or which
      are binding upon the Licensor,

	 	 	 	 
			(ii) 	
      to the knowledge of the Licensor, result in any fees,
      duties, taxes, assessments, penalties or other amounts becoming due or
      payable by the Licensee under any sales tax legislation.
  .








	 	(iii) 	
      give rise to the creation or imposition of any
      encumbrance on the IP Rights,

	 	 	 
	 	(iv) 	
      violate or constitute default under any license, permit,
      approval, consent or authorization held by the Licensor, or

	 	 	 
	 	(v) 	
      violate or trigger any liability on behalf of the
      Licensee pursuant to any legislation governing the licensing of the IP
      Rights by the Licensor;




	 	(e) 	
      the Licensors collectively own and possess and have good
      and marketable title to the IP Rights free and clear of all encumbrances
      of every kind and nature whatsoever;

	 	 	 
	 	(f) 	
      no person other than the Licensee has any written or oral
      agreement or option or any right or privilege (whether by law, pre-emptive
      or contractual) capable of becoming an agreement or option for the
      purchase or acquisition from the Licensor of any of the IP
  Rights;

	 	 	 
	 	(g) 	
      There are no actions, suits, proceedings, investigations,
      complaints, orders, directives, or notices of defect or noncompliance by
      or before any court, governmental or domestic commission, department,
      board, tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the Licensor’s
      knowledge threatened against or affecting the Licensor or in respect of
      the IP Rights; and

	 	 	 
	 	(h) 	
      there is no requirement applicable to the Licensor to
      make any filing with, give any notice to or to obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      governmental or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement, except
      for the filings, notifications, licenses, permits, certificates,
      registrations, consents and approvals described in Schedule 3 - Consents,
      or that relate solely to the identity of the Licensee or the nature of any
      business carried on by the Licensee except for the notifications, consents
      and approvals described in Schedule 3 –
Consents.




	10. 	
      REPRESENTATIONS OF THE LICENSEE

	 	 	 
	10.1 	
      The Licensee represents and warrants to the Licensor as
      follows, with the intent that the Licensor will rely thereon in entering
      into this License Agreement and in concluding the transactions
      contemplated hereby, that:

	 	 	 
		(a) 	
      the Licensee is a corporation duly incorporated, validly
      existing, and in good standing under the laws of Japan and has the power,
      authority, and capacity to enter into this License Agreement and to carry
      out its terms;

	 	 	 
		(b) 	
      the execution and delivery of this License Agreement and
      the completion of the transactions contemplated hereby has been duly and
      validly authorized by all necessary corporate action on the part of the
      Licensee, and this Agreement constitutes a valid and binding obligation of
      the Licensee enforceable against the Licensee in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
		(c) 	
      there is no requirement for the Licensee to make any
      filing with, give any notice to or obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      government or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this License
      Agreement;

	 	 	 
		(d) 	
      neither the execution and delivery of this License
      Agreement nor the performance of the Licensee’s obligations hereunder will
      violate or constitute a default under the constating documents, by-laws,
      or articles of the Licensee, any order, decree, judgment, statute, by-law,
      rule, regulation, or restriction applicable to the Licensee, or any
      contract, agreement, instrument, covenant, mortgage or security to which the Licensee is
  a party or which are binding upon the Licensee;









		(e) 	
      Except as disclosed herein, (i) there are no actions,
      suits, proceedings, investigations, complaints, orders, directives, or
      notices of defect or non-compliance by or before any court, governmental
      or domestic commission, department, board, tribunal, or authority, or
      administrative, licensing, or regulatory agency, body, or officer issued,
      pending, or to the best of the Licensee’s knowledge threatened against or
      affecting the Licensee; and (ii) the Licensee is in compliance in all
      material respects with all applicable laws applicable to Licensee and its
      business; and

	 	 	 
		(f) 	
      The Licensee will use its reasonable best efforts to
      ensure the commercial success of the Products during the life of this
      License Agreement.

	 	 	 
	11. 	
      NON MERGER

	 	 	 
	11.1 	
      The representations, warranties, covenants, and
      agreements of the Licensor contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Effective Date and the term of this License
      Agreement, and notwithstanding the completion of the transactions
      contemplated hereby, the waiver of any condition contained herein (unless
      such waiver expressly releases the Licensor of such representation,
      warranty, covenant, or agreement), or any investigation by the Licensee,
      same will remain in full force and effect.

	 	 	 
	11.2 	
      The representations, warranties, covenants, and
      agreements of the Licensee contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Effective Date and the term of this License
      Agreement, and notwithstanding the completion of the transactions
      contemplated hereby, the waiver of any condition contained herein (unless
      such waiver expressly releases the Licensee of such representation,
      warranty, covenant, or agreement), or any investigation by the Licensor,
      same will remain in full force and effect.

	 	 	 
	12. 	
      FURTHER ASSURANCES

	 	 	 
	12.1 	
      From time to time subsequent to the Effective Date, the
      parties covenant and agree, at the expense of the requesting party, to
      promptly execute and deliver all such further documents and instruments
      and do all such further acts and things as may be required to carry out
      the full intent and meaning of this Agreement and to effect the
      transactions contemplated hereby.

	 	 	 
	13. 	
      ASSIGNMENT

	 	 	 
	13.1 	
      This Agreement may not be assigned by any party hereto
      without the prior written consent of the other parties hereto.

	 	 	 
	14. 	
      SUCCESSORS AND ASSIGNS

	 	 	 
	14.1 	
      This Agreement will enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 	 
	15. 	
      COUNTERPARTS

	 	 	 
	15.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 	 
	16. 	
      NOTICES

	 	 	 
	16.1 	
      Any notice required or permitted to be given under this
      Agreement will be in writing and may be given by personal service or by
      prepaid registered mail, and addressed to the proper party or transmitted
      by electronic facsimile generating proof of receipt of
      transmission at the address first written above, or to such other address
      or facsimile number as any party may specify by notice. Any notice sent by
      registered mail as aforesaid will be deemed conclusively to have been
      effectively given on the fifth business day after posting; but if at the
      time of posting or between the time of posting and the third business day
      thereafter there is a strike, lockout or other labour disturbance
      affecting postal service, then such notice will not be effectively given
      until actually received. Any notice transmitted by electronic facsimile
      will be deem conclusively to have been effectively given if evidence of
      receipt is obtained before 5:00 p.m. (recipient’s time) on a Business Day,
      and otherwise on the Business Day next following the date evidence of
      receipt of transmission is obtained by the sender.









	17. 	
      TENDER AND EXTENSIONS

	 	 
	17.1 	
      Tender may be made upon the Licensor or Licensee or upon
      the solicitors for the Licensor or Licensee and such solicitors are
      expressly authorized by their respective clients to confirm extensions of
      the Effective Date.

	 	 
	18. 	
      REFERENCE DATE

	 	 
	18.1 	
      This Agreement is dated for reference and will become
      binding and effective as of the date first above
written,



IN WITNESS WHEREOF the parties have executed and delivered
these presents on the dates indicated below.

HORIYOSHI III WORLDWIDE LTD.

Per: /s/Mitsuo
Kojima
        Authorized
Signatory

Dated: September 17, 2010

STONE CORPORATION INC.

Per: /s/Steve Sang Keun
Suk
        Authorized
Signatory

Dated: September 17, 2010




LIST OF SCHEDULES

	Schedule 	Description 
	 	 
	1 	Description of Licensed Works
    
	 	 
	2 	Description of IP Rights 
	 	 
	3 	Descriptions of Products 
	 	 
	4 	Consent of Yoshihito Nakano
  






SCHEDULE 1

Description of Licensed Works

See Attached 




SCHEDULE 2

Description of IP Rights 

Copyrights:

See Attached 

Trademarks: 

	1. 	"Horiyoshi," 
	 	 
	2. 	"Horiyoshi III," 
	 	 
	3. 	"Horiyoshi the Third" 
	 	 
	4. 	“Master Horiyoshi III” 
	 	 
	5. 	“Master Horiyoshi the Third”







SCHEDULE 3

Description of Products

1. Fashion apparel for men, women and youths, including but not
limited to dress, casual, and athletic pants, shorts, shirts, sweaters, and
outerwear.

2. Fashion accessories for men, women, and youths including but
not limited to leather goods, bags, purses, wallets, gloves, underwear,
neckwear, and headwear.

3. Footwear for men, women, and youths.

4. Fragrances and beauty products for men, women, and youths.


5. Jewellery and timepieces for men, women and youths. 

6. Stationary and paper products, including but not limited to
greeting cards, gift tags, wrapping paper, gift boxes and gift bags. 




SCHEDULE 4

Consent of Yoshihito Nakano

September 17, 2008

HORIYOSHI THE THIRD LIMITED 
16E Neich Tower, 128 Gloucester
Road, 
Wanchai, Hong Kong.

Sirs, 

Reference is made to the License Agreement (the “Agreement”)
between Horiyoshi the Third Limited (“Licensee”) and Stone Corporation Inc.
(“Licensor”) I, Yoshihito Nakano, have heretofore entered into an agreement with
Licensor regarding the Licensed Works and the IP Rights (as those terms are
defined in the License Agreement) and confirm that Licensor has the right and
authority to enter into the Agreement and to grant to Licensee the right and
title therein granted, upon the terms and conditions therein specified. 

I am familiar with each and all the terms, covenants,
conditions of the Agreement and hereby consent to the execution thereof; that
the representations and warranties of Licensor contained in the Agreement are
true and correct in all respects, and that I have grated to Licensor all of the
rights granted by Licensor to Licensee under the Agreement. 

I hereby consent to the use of my name, approved likeness and
approved biography by the Licensee in connection with the use and exploitation
by Licensee of the rights granted under the Agreement. 

Accepted and Agreed by:

/s/Yoshihito Nakano
Yoshihito
Nakano