ex10-16.htm


    
      
         


      

      
         


        
        

      

      
         


      

    


    AMENDED AND RESTATED LICENSE
AGREEMENT

    


    


    This
Amended and Restated License Agreement (“Agreement”) is entered into this 14 day
of July, 2008, by and between Jugular, Inc. (“Licensor”), a California
corporation residing at 18685 Main Street, Suite 101, Huntington Beach,
California 92648 and Gamma Pharmaceuticals, Inc. (“Licensee”), a Delaware
corporation residing at 7477 W. Lake Mead Blvd., Suite 170, Las Vegas, Nevada
89128.

    


    RECITALS

    


    WHEREAS,
Licensee formulates, markets, and sells nutritional supplements, nutraceuticals,
over-the-counter pharmaceuticals, and personal care products throughout North
America and Asia;

    


    WHEREAS,
Licensee’s products include high-quality fast dissolving oral strips, oral
lozenges, gummy bears, and oral gels (medicated confectionary) and personal care
products produced through Licensee’s own facilities and through third parties
with whom Gamma has contracts;

    


    WHEREAS,
Licensee has well established programs for product development, brand
development, brand advertising, retail distribution, and promotion in Asia and
North America (many of which are protected with intellectual property
registrations);

    


    WHEREAS,
Licensee causes to be manufactured product forms, performance characteristics,
and preferred product qualities for the consumer;

    


    WHEREAS,
Licensee relies on its portfolio of intellectual property for competitive
advantage;

    


    WHEREAS,
Licensor is an established brand development and management
company;

    


    WHEREAS,
Licensor desires to expand its product line through working with companies who
can develop, manufacture, market and sell products bearing the Licensor
Marks;

    


    WHEREAS,
on August 5, 2006 Licensor and Licensee entered into the initial
Licensor/Licensee Agreement, which Agreement was subsequently amended
twice.  The purpose of this Agreement is to clarify ambiguities which
were created through the various amendments. This Agreement is intended to
supersede and replace the previous Licensor/Licensee Agreement, the Amended
License Agreement, and the Second Amendment to License Agreement.

    


    NOW,
THEREFORE, the parties hereto have agreed as follows:

    


    
      	
              1.  

            	
              Definitions.  For
      the purposes of this Agreement, the following terms are defined as
      follows:

            


    

    


    
      	
              1.1  

            	
              “Affiliate” shall mean
      any entity that controls, is controlled by, or is under common control
      with that party, where “control” means ownership or control, direct or
      indirect, of more than 50% of the stock or other equity interest entitled
      to vote for the election of directors or equivalent governing
      body.

            


    

    


    
      	
              1.2  

            	
              “Audible Identifier”
      shall mean a word, saying, slogan, or tag-line that is used to identify a
      Licensed Product when spoken
out-loud.

            


    

    


    
      	
              1.3  

            	
              "Calendar Quarter"
      shall mean any three (3) month period which begins on the first day of
      either January, April, July or October and ends on the last day of March,
      June, September or December,
respectively.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    


    
      	
              1.4  

            	
              "Calendar Year" shall
      mean the twelve (12) month period from January 1 to December 31,
      inclusive.

            


    

    


    
      	
              1.5  

            	
              "Collected Net Sales
      Value" shall mean the total gross sales of all Licensed Products
      sold under this Agreement to independent purchasers, less applicable sales
      and value added taxes, trade discounts, and return credits actually
      expended as supported by credit memoranda actually issued to the customers
      or invoices received from the customers.  Credit memoranda
      issued and invoices received will be accounted for within thirty (30)
      days, unless advised as in the case with special promotion items and
      special promotion periods that will be advised from time to
      time.  For uncollectable accounts due to retail account
      insolvency, royalties will not be paid.  Penalty deductions will
      not be applied to the statement of collected net sales
    value.

            


    

    


    
      	
              1.6  

            	
              "Dollars" and "$" shall mean United
      States Dollars.

            


    

    


    
      	
              1.7  

            	
              "Effective Date" shall
      mean August 5, 2007.

            


    

    


    
      	
              1.8  

            	
              "Execution Date" shall
      mean the later of the dates on which this Agreement has been executed by
      Licensee and Licensor.

            


    

    


    
      	
              1.9  

            	
              "Extension Period"
      shall mean any extension of the Term of this Agreement whose duration is
      set forth in Section 16.1.

            


    

    


    


    
      	
              1.10  

            	
              "First Full Year" shall
      mean the first full Calendar Year, commencing at the end of the Initial
      Year.

            


    

    


    
      	
              1.11  

            	
              “Individual Product
      Category” shall mean a sub-category of products under a Product
      Category as set forth in Exhibit A, i.e., the Individual Product
      Categories for Category II Products include hand sanitizers, lip balm,
      antiseptic creams/gels, etc.

            


    

    


    
      	
              1.12  

            	
              "Initial Term" shall
      mean the period from the Effective Date through August 5, 2021, unless
      terminated earlier pursuant to Section 16.

            


    

    


    
      	
              1.13  

            	
              "Initial Year" shall
      mean that period from the Effective Date until the end of the Calendar
      Year in which the Effective Date
falls.

            


    

    


    
      	
              1.14  

            	
              "Know-How" shall mean
      all technology, formulas, trade secrets, proprietary methods, technical
      data, materials and other information owned, invented, developed or
      acquired by Licensee that relate to the manufacture, marketing, and/or
      sale of the Licensed Products.

            


    

    


    
      	
              1.15  

            	
              “Licensed Products”
      shall include, without limitation, those products listed in Exhibit
      A.

            


    

    


    
      	
              1.16  

            	
              “Licensee Marks” shall
      mean all Trademarks owned by Licensee, including without limitation Gamma
      and Gamma Pharmaceuticals.

            


    

    


    
      	
              1.17  

            	
              “Licensee Developed Trade
      Dress” shall mean any Trade Dress that Licensee creates or develops
      for use with the Licensed Products, exclusive of Licensor
      Marks.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    
      	
              1.18  

            	
              "Licensor Domain Names"
      shall mean any Internet domain name incorporating the Licensor
      Marks.

            


    

    


    
      	
              1.19  

            	
              “Licensor Marks” shall
      mean all Trademarks owned by Licensee, including without limitation
      Jugular, and the U.S. Registration No. 2,888,351 (for Classes 5, 9, and
      32) for the mark JUGULAR.

            


    

    


    
      	
              1.20  

            	
              “Minimum Sales
      Requirement” shall mean the minimum sales values for each Product
      Category as defined by Section 9.1(d) for the first four (4) years
      after the Effective Date and defined by the parties under Sections 8.1 and 8.2 after the first four (4) years
      after the Effective Date.

            


    

    


    
      	
              1.21  

            	
              "Product Category"
      shall mean a Product Category identified in Exhibit A for Licensed
      Products, i.e., Category I Products or Category II
    Products.

            


    

    


    
      	
              1.22  

            	
              “Royalty Rate” shall
      mean the rate for each Product Category as set forth in Exhibit
      A.

            


    

    


    
      	
              1.23  

            	
              "Term" shall mean the
      Initial Term of this Agreement as set forth in Section 16.1.

            


    

    


    
      	
              1.24  

            	
              “Territory” shall have
      the meaning as set forth in Section 11.

            


    

    


    
      	
              1.25  

            	
              "Trade Dress" shall
      mean, collectively, the underlying concepts of, and the copyrights in, all
      packaging, advertising, and promotional graphics and materials displaying
      any Licensor Marks, and all other such graphics and materials developed
      for and/or otherwise used in connection with the marketing of Licensed
      Products by Licensee, and all distinctive containers, designs, and the
      like.

            


    

    


    
      	
              1.26  

            	
              “Trademark” shall mean
      any trademark, service mark, trade name, domain name, and the like, or
      other word, name, symbol or device, or any combination thereof, used or
      intended to be used to identify and distinguish the source or origin of
      products or services, including without limitation all registrations and
      applications therefor throughout the world and all common law and other
      rights therein throughout the
world.

            


    

    


    
      	
              2.  

            	
              Grant
      of Rights, Licenses, and
Privileges.

            


    

    


    
      	
              2.1  

            	
              License.  Subject
      to the terms and conditions of this Agreement, Licensor hereby grants to
      Licensee:

            


    

    


    
      	
              (a)  

            	
              The
      exclusive right to use the Licensor Marks on or in association with the
      Licensed Products as well as on packaging, promotional, and advertising
      material associated with the Licensed Products, for the Term of this
      Agreement in the Territory, including use of Licensor Domain Names
      according to Section 4;

            


    

    


    
      	
              (b)  

            	
              access
      to marketing, distribution, and sales channels for which products bearing
      the Licensor Marks have been, is, or will be used during the Term of this
      Agreement.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
              2.2  

            	
              Production
      Know-How.  Licensee retains the exclusive ownership of
      formulas, methods of manufacture, and quality assurance for the Licensed
      Products bearing the Licensor Marks and Trade Dress during the Term of
      this Agreement.

            


    

    


    
      	
              2.3  

            	
              Licensor
      Assistance.  Licensee shall pay to Licensor all expenses
      for all reasonably necessary transportation, including airfares,
      maintenance, travel, and living expenses (at least comparable to U.S.
      standards of travel and travel maintenance) to and from Licensee’s place
      of business, of all Licensor-furnished personnel providing brand
      promotion, marketing, and sales assistance to Licensee at the request of
      Licensee.  If Licensor is required to pay or has paid such
      expenses, then Licensee shall make full reimbursement to Licensor within
      thirty (30) days of invoice date at the address set forth in Section 20.11.  All payments shall
      be made in accordance with Section 19.

            


    

    


    Licensor
shall also offer Licensee advice on the development and interpretation of market
research, strategies, development, and implementation of annual marketing plans,
new product development and modifications to existing product lines, package
selection and graphics, product positioning, competitive analysis development of
advertising, and promotional merchandising strategies, including media selection
and management for Licensed Products.

    


    Licensor
shall use best efforts to assist Licensee’s management to expand product sales,
marketing, and distribution programs in the U.S. and other national
territories.  Licensee hereby agrees that Licensor makes no guarantee
as to the success of its efforts, and any lack of performance or results shall
not constitute a breach by Licensor of this Agreement.

    


    
      	
              3.  

            	
              Ownership
      and Use of Trademarks.

            


    

    


    
      	
              3.1  

            	
              Ownership by
      Licensor.  Licensee expressly acknowledges that Licensor
      will retain all right, title, and interest in the Licensor
      Marks.  Should Licensee challenge the validity of any of the
      Licensor Marks and succeed, such successful challenge by Licensee shall
      constitute grounds for Licensor’s termination of this Agreement, at
      Licensor’s option by providing written notice of termination to
      Licensee.  The termination can be limited to the mark that is
      successfully challenged.  Nothing in this Agreement shall ever
      be construed as giving Licensee any rights, title, or interest in or to
      ownership of any Licensor Marks except as expressly provided
      herein.  Licensee agrees to use the Licensor Marks approved by
      Licensor for such use on and in connection with Licensed Products, and
      with Licensed Products only, and any all goodwill arising out of the use
      of the Licensor Marks by Licensee shall inure to the sole benefit of
      Licensor.

            


    

    


    
      	
              3.2  

            	
              Licensee Cooperation in
      Protection of Licensor Marks.  Licensee shall fully
      cooperate with Licensor in Licensor’s efforts to obtain, perfect, and
      enforce its rights in the Licensor Marks.  Any failure to so
      cooperate, or any unauthorized manufacture, sale, or any other act or
      failure to act on the part of Licensee, which reasonably might, or in fact
      does, in any way impair or materially interfere with the rights of
      Licensor in and to Licensor’s Marks or goodwill associated therewith,
      shall give Licensor the right to terminate this Agreement at its option by
      providing written notice of termination to Licensee.  Licensee
      shall not give permission to any person to alter or deface, add to,
      remove, erase, or obliterate, wholly or partly, any of the Licensor
      Marks.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              3.3  

            	
              Certain Licensor Rights
      Reserved.  Licensor shall be free to use, and to license
      others to use, the Licensor Marks in connection with any products outside
      the specified Licensed Products listed in Exhibit A.  Licensor
      shall, without notice to or consent of Licensee, be free to use the
      Licensor Marks for advertising and promotion of Licensor or of products
      bearing Licensor’s Marks, including the Licensed Products, in trade
      journals, periodicals, on the Internet, and other media, as well as
      promotional campaigns.  Nothing in this Agreement shall, in any
      way, restrict Licensor’s use of the Licensor Marks nor its use of the name
      Jugular as part of the trade name or company name of any entity that is
      majority-owned or licensed by Licensor and which may be established or
      operating.  The foregoing are given as examples, and not in
      limitation of the rights reserved by
Licensor.

            


    

    


    
      	
              3.4  

            	
              Enforcement of Rights in
      Licensor Marks.  Licensee acknowledges Licensor's
      fundamental interest in protecting Licensor Marks.  Accordingly,
      Licensee shall promptly notify Licensor of any infringement, dilution, or
      tarnishment of, or with respect to, any Licensor Marks in the Territory
      that Licensee has actual knowledge of.  Licensor shall, at its
      own cost and at its sole discretion, take reasonable action with respect
      to such violators of Licensor's rights in the Licensor Marks, which may or
      may not include initiation and prosecution of legal action against any
      violator(s) of such rights.  Licensee may not, on its own
      behalf, take any action of any kind against any such violator, but shall
      offer its full cooperation with Licensor, at no cost to Licensor, in
      Licensor's investigation of such violations and in Licensor's actions, if
      any, against such violators.

            


    

    


    
      	
              3.5  

            	
              Compliance With Licensor
      Standards.  Licensee and Licensor together shall develop
      for the Licensed Products, a Licensor Licensed
      Products Graphics Standards handbook, which may be amended from
      time to time by the parties and which a final draft shall be provided by
      Licensor no later than October 1,
2008.

            


    

    
      	
              3.6  

            	
              Approval of Trademarked Items
      Required.  Licensor grants permission to the Licensee to
      use the Licensee Marks on the Licensed
      Products’ cartons, containers, packages, labels and lids,
      advertising or promotional materials (including but not limited to the
      Internet), or any other item in connection with Licensed Products together
      with the Licensor Marks.  In order to protect the Licensor Marks
      and to promote a compatible image of products bearing the Licensor Marks,
      Licensee agrees to use only packaging, advertising, and promotional
      materials for Licensed Products that are of the color, type, style, and
      design previously approved, in writing, by Licensor.  Licensor
      does not object to appearance of Licensee Marks as a co-brand, if in the
      sole discretion of the Licensee, the appearance of the Licensee Marks will
      enhance the sale of the Licensed Products in the territory, and or as
      required by regulation.

            


    

    


    
      	
              3.7  

            	
              New Trademarks and Trade
      Dress.  Licensee may, at any time during the Term of this
      Agreement, propose a new Trademark (i.e., any distinctive words, letters,
      numerals, symbols, designs, shapes, color schemes and/or combinations
      and/or new Trade Dress, graphics, color patterns and other visual
      identifiers and/or Audible Identifiers or other thereof intended to be
      used as, on and/or in connection with any Licensed Product containers,
      labels, advertising and/or promotional material) to be developed for use
      in connection with Licensee's sale of products bearing the Licensor
      Marks.  Such new Trademark, Trade Dress, and Audible Identifiers
      or other may not be so employed by Licensee without the prior, written
      approval of Licensor.  All proprietary rights in such
      Trademarks, Trade Dress, and Audible Identifiers that are based on the
      Licensor Marks shall be the

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    sole and
exclusive property of Licensor, and all copyright and Trademark applications for
any new Trademarks, Trade Dress, or Audible Identifiers based on the Licensor
Marks shall be filed in the name of Licensor.  Costs for new
Trademarks, Trade Dress, and Audible Identifiers based on the Licensor Marks, if
any, may  be reimbursed to Licensee in accordance with Section 9.2.

    


    
      	
              3.8  

            	
              Prohibitions on Licensee's Use
      and Registration of Trademarks.  Licensee agrees that it
      shall not register or attempt to register any Licensor Marks, or use or
      register any other Trademark that may be confusingly similar to any
      Licensor Marks.  Licensee hereby acknowledges that it has no
      right, title, or interest in or to any Licensor Marks except a license for
      use in the manner and under the conditions provided for in this Agreement;
      and that in the event this Agreement shall be terminated, Licensee shall
      not thereafter exercise any right granted to it hereunder and shall
      immediately discontinue all use of each and every Licensor
      Mark.

            


    

    


    
      	
              3.9  

            	
              Statement of Trademark
      Ownership; Registered User.  All labels and advertising
      materials bearing any Licensor Marks shall include an appropriate
      statement of the relationship between Licensor and Licensee and an
      appropriate statement that such Licensor Marks are owned by
      Licensor.  Additionally, if any Licensor Marks are used on the
      Internet, Licensee shall include an appropriate statement that such
      Licensor Marks are owned by Licensor.  In the event the
      applicable law of any country within the Territory permits or requires the
      registration of Licensee as a user of the Licensor Marks, Licensee agrees
      to execute, at the sole cost and expense of Licensor, such instruments or
      documents as may be necessary or proper to effect such
      registration.  Licensee agrees to cooperate with Licensor in the
      execution and filing of such documents and taking any action reasonably
      necessary to obtain appropriate governmental approval of use of the
      Licensor Marks by Licensee or of this Agreement. Licensee shall use the
      Licensor Marks only in such form and manner as may be specifically
      approved in writing by Licensor.

            


    

    


    


    Licensor
shall not unreasonably withhold any permission or approval required under this
Section 3.

    


    
      	
              3.10  

            	
              Ownership by
      Licensee.  Notwithstanding anything in Section 3.7, Licensee shall retain exclusive
      ownership of all Licensee Developed Trade Dress, including the right to
      license or sell any Licensee Developed Trade Dress to a third
      party.  Licensee Developed Trade Dress shall explicitly exclude
      any Licensor Mark, and Licensee does not claim any ownership interest in
      any Licensor Marks that may be used in conjunction with Licensee Developed
      Trade Dress.

            


    

    


    
      	
              4.  

            	
              Ownership
      and Use of Licensor Domain Names.

            


    

    


    
      	
              4.1  

            	
              Ownership by
      Licensor.  Licensee expressly acknowledges that Licensor
      will retain all right, title, and interest in the Licensor Domain
      Names.  In the event the applicable laws in a country within the
      Territory do not allow Licensor to hold title to any such Licensor Domain
      Names, Licensor may notify Licensee in writing of Licensor's desire for
      Licensee to hold such title for Licensor, provided Licensee is not also
      prohibited from holding title to the Licensor Domain Names in such
      Territory.  Licensor shall undertake, with Licensee's prior
      written permission, all necessary steps to register such Licensor Domain
      Names in the name of the Licensee.  At any time during the Term
      of this Agreement, Licensor shall
have

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    the
option to have Licensee assign to Licensor any Licensor Domain Names held in the
name of Licensee, provided Licensor gives written notice to Licensee of its
desire for Licensee to assign such Licensor Domain Names to
Licensor.  Licensee shall fully cooperate in providing any information
and documentation that may be necessary to effectuate the registration and/or
assignment of the Licensor Domain Names and shall fully cooperate in the
execution of any documents that may be required for such registration and/or
assignment.  Licensor shall pay all costs associated with the
registration and/or assignment of any Licensor Domain Names.  In the
event this Agreement is terminated or expires for any reason, all Licensor
Domain Names held in the name of Licensee shall be assigned to Licensor or a
third party designated by Licensor within fourteen (14) days after such
termination or expiration.

    


    
      	
              4.2  

            	
              Use of Licensor Domain
      Names.  Licensee shall have the right to use certain of
      the Licensor Domain Names to establish a web site to advertise, promote,
      and/or sell Licensed Products provided Licensee has obtained prior written
      approval from Licensor.  Licensor may request Licensee to make
      certain modifications to Licensee’s websites that use a Licensor Domain
      Name, and Licensee shall make all such modifications.  Licensee
      shall be solely responsible for any and all costs incurred in connection
      with the establishment of such website and maintaining the content
      therein.

            


    

    


    
      	
              4.3  

            	
              Renewal of Licensor Domain
      Names.  Licensor shall be solely responsible for the
      renewal of any and all Licensor Domain Name registrations and shall bear
      all costs associated therewith.  Licensee shall cooperate to the
      fullest extent with Licensor and in the execution of any documents
      necessary to effectuate the renewal thereof.  If Licensor Domain
      Names are held in the name of Licensee in accordance with Section 4.1, Licensee shall be solely
      responsible for the renewal of the Licensor Domain Names, and Licensor
      shall reimburse Licensee for the renewal
fees.

            


    

    


    
      	
              4.4  

            	
              Licensee Cooperation in
      Protecting Licensor Domain Names.  Licensee shall not
      register, or cause any third party to register, any Internet domain name
      incorporating the Licensor Marks, nor shall Licensee register any domain
      name that phonetically resembles or is derived from the Licensor
      Marks.  Licensee will alert Licensor to any such registration by
      a third party of which it has actual knowledge of.  Licensee may
      not, on its own behalf, take any action of any kind against any such
      violator but shall offer its full cooperation to Licensor, at no cost to
      Licensee, in Licensor's investigation of such violations and in Licensor's
      actions, if any, against such
violators.

            


    

    


    
      	
              5.  

            	
              Approval
      of Trade Dress and Advertising.

            


    

    


    
      	
              5.1  

            	
              Procedure for
      Approval.  Licensee shall submit for the prior written
      approval of Licensor, samples of all Licensed Products, proposed
      advertising and promotional materials (including but not limited to
      advertising and promotional materials on the Internet), container and
      package graphics, including ingredient declarations, and other such
      product identification and descriptive materials which are to include use
      of any Licensor Marks (the “Submitted Items”), at least sixty (60) days
      prior to their first use.  Based upon its review of the
      Submitted Items, Licensor may require appropriate corrections or
      modifications before final approval is granted.  Licensor shall
      provide a decision regarding Licensee's use of the Submitted Items no
      later than thirty (30) business days after receipt from
      Licensee.  No Submitted Item shall be sent for final production
      before Licensor

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    has given
its approval.  No Licensor approval of any Submitted Item shall in any
way be construed as any comment on its possible commercial
effectiveness.

    


    
      	
              5.2  

            	
              Transmittal of Items for
      Approval.  Submitted Items may be sent by registered mail
      or e-mail, which may be accompanied by a request that Licensor acknowledge
      receipt.  All requests for such approval are to be addressed to
      Licensor at the address set forth in the introductory paragraph of this
      Agreement.

            


    

    


    
      	
              5.3  

            	
              Prevention of Tarnishment of
      Licensor Image.  Licensee acknowledges that Licensor
      enjoys a reputation as a high-quality, youth-oriented brand name and has
      high-quality brand promotion programs.  Licensee further
      recognizes that the great value of Licensor's reputation, as symbolized by
      the Licensor Marks, might be seriously tarnished if Licensed Products were
      advertised or otherwise promoted in any manner or context which, to a
      substantial segment of the public, might bring into question Licensor's
      continuing dedication to high-quality. Therefore, Licensee shall refrain
      from authorizing or utilizing any advertising campaign or individual
      advertisement for any of the Licensed Products bearing the Licensor Marks
      which would or realistically might be considered offensive or unwholesome
      by any substantial segment of the public or materially conflict with the
      positive youth values recognized by a majority of the
      public.  Licensee shall further exercise its best efforts to
      prevent any advertisement of any of the Licensed Products from appearing
      in a media context or particular publication or broadcast or on the
      Internet which would be or is considered offensive by a majority of the
      public within the Territory.

            


    

    


    
      	
              6.  

            	
              Quality
      Standards; Advertising; and Product
Emergencies.

            


    

    


    
      	
              6.1  

            	
              Licensee’s Compliance with
      Quality Standards.  All Licensed Products are to be sold
      only under the Licensor Marks, except as provided by Section 3.6, and must be produced in strict
      compliance with all Licensee’s quality standards and
      procedures.  Licensee, in the exercise of its rights, and the
      performance of its obligations under this Agreement, shall at all times
      comply with all applicable laws and all applicable industry
      standards.  Licensee shall consistently apply Good Manufacturing
      Practices, as defined by the United States Food and Drug Administration or
      a similarly applicable regulation of the country in which it sells
      Licensed Products, in all phases of production, packaging, storage, and
      shipment of Licensed Products bearing the Licensor
  Marks.

            


    

    


    
      	
              6.2  

            	
              Truth in Labeling and
      Advertising.  Licensee shall further insure that, with
      respect to the product designation and its ingredients, formulation, grade
      and quality, each Licensed Product shall be honestly, truthfully, and not
      misleadingly labeled and advertised, and shall otherwise comply, in every
      respect, with the labeling, packaging, advertising, and other related laws
      of all countries into which it may be directed by Licensee, and of all
      countries in which Licensee has reason to believe it may be
      sold.

            


    

    


    
      	
              6.3  

            	
              Customer
      Complaints.  Licensor shall promptly notify Licensee, in
      writing, of each complaint, by any individual and/or governmental agency,
      regarding any products bearing the Licensor Marks, setting forth, in
      reasonable detail, all pertinent information known to Licensor in respect
      thereto.

            


    

    


    
      	
              6.4  

            	
              Non-Conforming, Unsafe, or
      Improperly Labeled Products.  If Licensor, at any time,
      has reason to believe or suspect that any Licensed Product manufactured by
      the Licensee and bearing the Licensor Marks does not conform to the
      specification, or is mislabeled or does not otherwise conform to
      the

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    labeling
requirements hereof, or presents any threat to the public health or safety, or
is otherwise not in full conformity with all applicable laws and has been
released into the stream of commerce, Licensor shall immediately notify Licensee
of this fact in writing, and Licensee shall use its best efforts, unless
directed not to do so by Licensor, to promptly retrieve each such Licensed
Product at Licensee's sole expense.

    


    
      	
              6.5  

            	
              Product
      Emergencies.  Licensee acknowledges that Licensor has an
      overriding interest in protecting the reputation of Licensor and of
      products bearing the Licensor Marks.  Accordingly, Licensee
      shall, immediately upon notice thereof, fully inform Licensor as to any
      actual or proposed action, by any governmental agency, consumer or
      environmental group, media or other organization or any individuals,
      directed toward removing any quantity of any  Licensed Products
      bearing the Licensor Marks, from the market, including removal from even
      one (1) retail outlet therein, based on alleged injury or death, alleged
      unwholesomeness or potential for harm, alleged contamination, tampering or
      similar act and/or alleged violation of law in connection with production,
      labeling, packaging, storage, shipment, advertising and/or sale. Licensee
      agrees to maintain in full force and effect, during the Term hereof, a
      policy or policies of insurance covering bodily injury and property damage
      liability, including products liability as detailed in clause 13,
      INSURANCE.

            


    

    


    
      	
              6.6  

            	
              Inspection.  Licensee
      shall permit Licensor or its authorized representatives to inspect the
      facilities where Licensed Products bearing the Licensor Marks are
      manufactured and/or packaged in order to verify that the same are
      manufactured and packaged in compliance with all applicable laws, Good
      Manufacturing Practices, Licensor quality standards, and instructions, as
      herein specified, provided Licensor gives Licensee written notice of
      Licensor’s intent to conduct such an inspection.  The inspection
      shall be conducted within normal business
hours.

            


    

    


    
      	
              6.7  

            	
              Samples.  Licensee
      shall cause to be submitted a reasonable number of samples of
      each  Licensed Product bearing the Licensor Marks to Licensor,
      or to an authorized representative of Licensor, upon written request, from
      time to time.

            


    

    


    
      	
              6.8  

            	
              Licensee Compliance with
      Quality Requirements.  Upon request from Licensor, from
      time to time, Licensee shall provide reasonable evidence of Licensee’s
      compliance with the provisions of this Section 6.

            


    

    


    
      	
              7.  

            	
              Warranty
      and Limitation of Liability.

            


    

    


    
      	
              7.1  

            	
              Licensee’s Limited
      Warranty.  Licensee represents and warrants to Licensor
      only the following:

            


    

    


    
      	
              (a)  

            	
              Each
      contract packer and each contract manufacturing firm whose services are
      employed by Licensee shall fully comply with each and every one of the
      provisions of this Agreement, which might reasonably apply to that entity
      in connection with its production and/or packing of any Licensed Products
      sold bearing the Licensor Marks.  Licensee shall, prior to each
      contract packer's or contract manufacturing firm’s commencement of
      activities with respect to any Licensed Products sold bearing the Licensor
      Marks, obtain that entity's written agreement that it will so comply,
      incorporating any restrictions and requirements imposed by Licensor in its
      written approval and promptly furnish a copy of such agreement to
      Licensor.  Such agreement shall, in particular, include
      a

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    provision
that Licensor shall have the same access to the facility or facilities of each
such contract packer and contract manufacturing firm as Licensor has to
Licensee's facility or facilities according to this Agreement.

    


    
      	
              (b)  

            	
              All
      Licensed Products sold bearing the Licensor Marks produced and/or packaged
      by all of Licensee’s contract packers or contract manufacturing firms
      shall fully conform to all requirements specified in this
      Agreement.

            


    

    


    
      	
              7.2  

            	
              Licensee’s Extension of
      Liability and Indemnity.  Licensee hereby expressly
      extends all assumption of liability and indemnification specified in
      Section 12 to Licensor for each
      and every act and omission of all of Licensee’s contract packers and
      contract manufacturing firms for any and all claims, damages, loss, and
      liability against Licensor arising out of Licensee’s use of such contract
      packers and contract manufacturing firms in connection with this
      Agreement.

            


    

    


    
      	
              7.3  

            	
              Licensor’s
      Warranty.  Licensor represents and warrants to Licensee
      that Licensor, as of the Effective Date, has no effective license
      agreement with any other party within the Territory pertaining to the
      Licensed Products bearing the Licensor Marks.  Licensor further
      warrants it has full authority to enter into this Agreement and has full
      legal authority to grant licenses in Licensor Marks to
      Licensee.

            


    

    


    
      	
              8.  

            	
              Best
      Efforts.

            


    

    


    
      	
              8.1  

            	
              Licensee’s Best
      Efforts.  Licensee shall exercise its best efforts to
      expand the market for Licensed Products bearing the Licensor Marks in the
      Territory to the fullest potential thereof, and to insure the efficient
      and diligent production, marketing, distribution, and sale of Licensed
      Products bearing the Licensor Marks in sufficient quantities to meet the
      requirements of Licensee’s customers in the Territory.  Licensee
      also agrees to exercise its best efforts to actively promote the sale of
      Licensed Products bearing the Licensor Marks on a competitive
      basis.  For this purpose, Licensee and Licensor shall cooperate
      to develop the following plans concerning the marketing and sale of
      Licensed Products bearing the Licensor
Marks:

            


    

    


    
      	
              (a)  

            	
              a
      three (3) year rolling business plan commencing from the beginning of the
      Calendar Year following the Effective Date;
and

            


    

    


    
      	
              (b)  

            	
              a
      marketing plan for the Calendar Year following the Effective Date,
      including the annual advertising and promotional expenditure
      budget.

            


    

    


    
      	
              8.2  

            	
              Submission of Rolling Business
      Plan and Marketing Plan.  The three (3) year rolling
      business plan and the marketing plan (the “Plans”) shall be prepared by
      the Licensee together with Licensor and shall be submitted by the Licensee
      no later than October 31 of each Calendar Year for the approval of
      Licensor.  If the Plans receive the written approval of Licensor
      within forty-five (45) days of their submission by Licensee, the marketing
      plan shall constitute the basis for the Licensee's performance targets in
      the following Calendar Year.  The Plan shall include an analysis
      of the retail outlets in which the product(s) are available to the
      consumer.  The Plans shall be subject to review by both the
      Licensee and Licensor during the Calendar Year to which the marketing plan
      relates in order to compare actual performance achieved with that
      forecasted.  If a significant change in market conditions is
      noted by Licensee, and/or Licensee otherwise believes an adjustment to the
      original marketing plan is required during
the

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Calendar
Year to which the plan relates, Licensee may request, in writing, that Licensor
review the corresponding sales targets, and Licensor and Licensee shall meet in
good faith to attempt to prepare and agree in writing to a new forecast with
revised sales targets.

    


    
      	
              8.3  

            	
              Minimal Performance by Licensee
      Not Equivalent to Best Efforts.  Licensee's achievement
      only of the performance targets as set forth in the Plans for the each
      Calendar Year beginning with the Calendar Year following the Effective
      Date and Licensee’s payment only of Royalty Fee shall not necessarily
      constitute satisfaction of its best efforts obligation, as required in
      Section 8.1.

            


    

    


    
      	
              8.4  

            	
              Licensor’s Best
      Efforts.  Licensor shall exercise its best efforts to
      coordinate the proposed plans of the Licensee as set forth in Section 8.1 with other willing licensees of
      the Licensor Marks and shall encourage joint participation in activities
      that build the reputation of the Licensor Marks and create sales for the
      Licensed Products during the Calendar Year.  Lack of
      participation by other licensees shall not be construed as a breach of
      this Agreement by Licensor.

            


    

    


    Licensor
shall also exercise its best efforts to expand the market for Licensed Products
bearing the Licensor Marks in the Territory to the fullest potential thereof,
for the efficient and diligent advertising, event participation, promotion, and
sampling of Licensed Products bearing the Licensor Marks in sufficient spending
levels and sufficient quality to meet the requirements to cause consumers to
purchase the Licensed Products in sufficient quantity and to cause consumers to
recall the Licensor Marks and benefits associated with products bearing the
Licensor Marks.  For this purpose, Licensee and Licensor shall
cooperate to develop the following:

    


    
      	
              (a)  

            	
              a
      three (3) year rolling business plan commencing from the beginning of the
      Calendar Year following the Effective
Date;

            


    

    


    
      	
              (b)  

            	
              an
      advertising, promotion, event participation plan for the Calendar Year
      following the Effective Date;

            


    

    


    
      	
              (c)  

            	
              a
      plan for coordinating the marketing, promotion, sales, distribution, event
      participation activities, and budgets for the Licensee and for Licensor’s
      corporate contribution.  Licensor shall use its best efforts to
      coordinate any proposed plans of Licensee with other licensees of the
      Licensor Marks and shall encourage joint participation in activities that
      build the reputation of the Licensor Marks and create sales for the
      Licensee’s products during the Calendar Year.  Licensee hereby
      agrees that Licensor makes no guarantee as to the success of its efforts,
      and any lack of performance or results shall not constitute a breach of
      this Agreement.

            


    

    


    
      	
              8.5  

            	
              Minimal Performance by Licensor
      Shall Not Equivalent to Best Efforts.  Licensor’s
      achievement only of minimum spending targets as set forth in Section 8.4 for each Calendar Year beginning
      with the Calendar Year following the Effective Date and Licensor’s
      achievement of market-share and consumer awareness of the Licensor Marks
      shall not constitute satisfaction of its best efforts obligation, as
      required in Section 8.4.

            


    

    


    
      	
              8.6  

            	
              Licensor’s Financial and
      Operating Obligations.  Licensor shall not use Licensee
      Marks as a reference or in a way that directly or indirectly implies that
      a relationship between Licensor and Licensee exists except to the extent
      of the

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    relationship
between Licensor and Licensee as defined by this Agreement.  Licensor
shall at all times maintain a viable business that is not entirely dependent
upon licensing fees paid to Licensor by Licensee.  Transactions
between the parties are Royalty payments based on a licensor-licensee
relationship.  Financial dealings between the parties are limited to
payment of Royalties in accordance with this Agreement.

    


    
      	
              9.  

            	
              Compensation.

            


    

    


    
      	
              9.1  

            	
              Royalty.  As
      compensation for the license granted hereunder, Licensee agrees to pay to
      Licensor all of the royalty items described in this Section 9.1 as
  follows:

            


    

    


    
      	
              (a)  

            	
              Licensee
      shall have the option to pay to Licensor all of the royalty items
      described in this Section 9.1 in
      cash or in equity shares of Licensee or a combination of cash and equity
      shares upon written agreement between Licensee and Licensor.  If
      equity shares and cash are used as payment or if payment is made with
      equity share only, the number of share delivered to Licensor by Licensee
      shall be equal to the value of the royalty payment due less the value of
      the cash payment made, divided by the difference of the share option price
      and the market price of the underlying share on the payment date of the
      payment.  Should Licensee and Licensor choose to make and accept
      payment with share of Licensee company, respectively, the underlying
      shares shall be entitled to registration no later than the time of the
      next submission and registration statement by Licensee.  The
      proceeds from the payment of cash and the issuance of shares will cover
      the entire royalty due.

            


    

    


    
      	
              (b)  

            	
              For
      each Calendar Year during the Term of this Agreement, Licensee shall pay
      the greater of the sums described in Section 9.1(b)(i) or Section 9.1(b)(ii) for each Product Category
      (the “Royalty Payment”) according to the schedule set forth in Section 9.7:

            


    

    


    
      	
              (i)  

            	
              A
      continuing royalty, which is the amount calculated, with respect to a
      particular period (e.g., a Calendar Quarter), by multiplying the total
      Collected Net Sales Value of that Product Category during that period by
      the Royalty Rate (i.e., 1.5% for Category I Products and 1.1% for Category
      II Products) specified in Exhibit A for that Product Category in the
      Calendar Year containing that period (the “Continuing Royalty”);
      or

            


    

    


    
      	
              (ii)  

            	
              the
      Annual Guarantee for Category I Products or the Increased Annual Guarantee
      for Category II Products as set forth in Section 9.1(d) in the particular Calendar
      Year; provided however, Licensee shall not be required to pay the
      Increased Annual Guarantee until it has achieved Five Hundred Thousand
      Dollars ($500,000.00) in Collected Net Sales Value for Category II
      Products in the particular Calendar
Year.

            


    

    


    
      	
              (iii)  

            	
              After
      the period ending August 5, 2011, the continuing royalty payment shall be
      calculated as 1.1% for all products, and the distinction between category
      one and category two products shall not
apply.

            


    

    


    
      	
              (iv)  

            	
              Any
      royalty payments after the period ending August 5, 2011 shall be made in
      accordance with the existing schedule
and

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    payment
dates.  Payments are due on the three months schedule and are to be
paid within 30 days of the end of the three months schedule in
effect.

    


    
      	
              (c)  

            	
              If
      Licensee elects to terminate this Agreement, or breaches the Agreement and
      does not correct the breach within the 60 day period, specified in Section
      16.4, Licensee shall pay Licensor
      a termination fee equal to one-half (1/2) of the Annual Guarantee as set
      forth in Section 9.1(d) for each
      of the remaining Calendar Years, which would have remained from the
      Initial Term through August 5, 2011 had the termination not
      occurred.  If Licensee has achieved Collected Net Sales Value of
      $500,000 for Category II Products, Licensee, at the time of termination
      shall also pay Licensor a termination fee equal to one-half (1/2) of the
      Increased Annual Guarantee, as set forth in Section 9.1(d), for each of the remaining
      Calendar Years which would have remained through August 5, 2011 had
      termination not occurred or for each of the remaining Calendar Years that
      would have remained in any subsequent Extension Period had termination not
      occurred.

            


    

    


    
      	
              (d)  

            	
              The
      “Annual Guarantee” shall be determined by multiplying the minimum sales
      value for Category I Products set forth in the table below by the Royalty
      Rate of 1.5%.  The “Increased Annual Guarantee” shall be
      determined by multiplying the minimum sales value for Category II Products
      set forth in the table below by the Royalty Rate of 1.1%.  The
      Licensor and Licensee agree that the minimum sales values used in the
      table in this Section 9.1(d)
      constitutes the initial performance targets for Licensee as set forth in
      Sections 8.1 and 8.2.  Both the Annual
      Guarantee and the Increased Annual Guarantee for Category I Products and
      Category II Products, respectively, apply through August 5, 2011
      only.  Licensor and Licensee agree to cooperate in good faith to
      adjust the minimum sales values for Category I Products and Category II
      Products under Sections 8.1 and 8.2 to determine the Annual Guarantee
      and the Increased Annual Guarantee should this Agreement be extended under
      Section 16.1.

            


    

    


    
      	 
      	
              Minimum
      Sales Value ($) of Category I Products

            	
              Annual
      Guarantee (1.5%)

            	
              Minimum
      Sales Value ($) of Category II Products

            	
              Increased
      Annual Guarantee (1.1%)

            
	
              Year
      1

            	
              9,089,570.67

            	
              136,343.56

            	
              3,400,661.00

            	
              37,407.27

            
	
              Year
      2

            	
              17,492,666.67

            	
              262,390.00

            	
              9,089,570.91

            	
              99,985.28

            
	
              Year
      3

            	
              21,213,682.00

            	
              318,205.23

            	
              17,492,666.36

            	
              192,419.33

            
	
              Year
      4

            	
              21,213,682.00

            	
              318,205.23

            	
              21,213,681.82

            	
              233,350.50

            
	
              Totals

            	
              $69,009,601.34

            	
              $1,035,144.02

            	
              $51,196,580.00

            	
              $563,162.38

            


    

    


    
      	
              9.2  

            	
              Offsets.  Licensee
      may create or amend any Trade Dress or Audible Identifiers for the
      Licensed Products to create Licensee Developed Trade
      Dress.  Payment for the costs associated with such creations or
      amendments (the “Identifier Costs”) shall be borne by the parties as
      follows:

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
      	
              (a)  

            	
              Licensee
      shall pay for Identifier Costs using resources of its choice and according
      to Licensee’s own schedule.  Licensee shall record all
      Identifier Costs.  Nothing herein shall grant to Licensee the
      right to alter or amend the Licensor Marks as set forth in the
      registration or identified by
Licensor.

            


    

    


    
      	
              (b)  

            	
              Licensee
      shall initially own the Licensee Developed Trade Dress as set forth in
      Section 3.10.  Licensee,
      in its sole discretion, shall have the option to sell Licensee Developed
      Trade Dress to Licensor.

            


    

    


    
      	
              (c)  

            	
              Licensee
      may aggregate Identifier Costs over a single Calendar
    Quarter.

            


    

    


    
      	
              (d)  

            	
              Licensor
      shall pay for the filing fees and costs associated with the filing of
      copyright applications and trademark applications, in both domestic and
      foreign jurisdictions for copyrights and trademarks incorporating the
      Licensor Marks or Licensor owned Trade
Dress.

            


    

    


    
      	
              9.3  

            	
              Reports.  Licensee
      shall:

            


    

    


    
      	
              (a)  

            	
              Within
      thirty (30) days after the end of each month, submit a written report with
      supporting documents to substantiate the report.  to Licensor
      showing units sold, total sales revenue earned, and all deductions made to
      arrive at Collected Net Sales Value of each Product
      Category.  All Licensed Products shall be considered sold when
      invoiced or shipped;

            


    

    


    
      	
              (b)  

            	
              Within
      thirty (30) days after the end of each Calendar Quarter, submit a written
      report to Licensor showing the Continuing Royalty earned.  In
      determining the Collected Net Sales Value for each Calendar Quarter, any
      allowances for returned products not taken in the current Calendar Quarter
      may be taken in the following Calendar Quarter;
  and

            


    

    


    
      	
              (c)  

            	
              Within
      thirty (30) days after the end of the second and fourth Calendar Quarters,
      submit a written report to Licensor showing the total advertising and
      promotion expenditures for the two (2) preceding Calendar
      Quarters.

            


    

    


    
      	
              9.4  

            	
              Records and
      Inspection of Sales Data.  Licensee shall keep
      full, true, and accurate books of account and other records of its sales
      of Licensed Products and of all other relevant data on which Royalty
      Payments payable to Licensor are or should be based this includes
      supporting documents to substantiate the sales data.  Such books
      and records shall be preserved intact for at least seven (7) years
      following the Calendar Quarter to which they pertain.  Licensor
      shall, by its accountants and/or attorneys obliged by their professions to
      keep confidences of Licensor, and/or by its authorized employees, have the
      right, during regular business hours and at Licensor's expense, to inspect
      any and all of such books and records; and Licensor shall, at its expense,
      have the right to make and keep copies of any or all of such information.
      Within thirty (30) days after the end of each month, a written
      report shall be submitted to Licensor showing units sold, total sales
      revenue earned, and all deductions made to arrive at Net Sales of each
      Product Category. All Licensed Products shall be considered sold when
      invoiced or shipped;

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
              9.5  

            	
               Within
      thirty (30) days after the end of each Calendar Quarter, a written report
      shall be submitted to Licensor showing the Continuing Royalty earned. In
      determining the Net Sales Value for each Calendar Quarter, any allowances
      for returned products not taken in the current Calendar Quarter may be
      taken in the following Calendar Quarter;
and

            


    

    
      	
              9.6  

            	
              Within
      thirty (30) days after the end of the second and fourth Calendar Quarters,
      a written report shall be submitted to Licensor showing the total
      advertising and promotion expenditures for the two (2) preceding Calendar
      Quarters.

            


    

    


    


    
      	
              9.7  

            	
              Payments.

            


    

    


    
      	
              (a)  

            	
              Licensee
      shall pay Royalty Payments to Licensor within thirty (30) days after the
      end of each Calendar Quarter according to the Quarterly License Fee
      schedule as set forth in Section 9.7(b).  If the Continuing
      Royalty exceeds the Annual Guarantee plus the Increased Annual Guarantee,
      if any, for a Product Category during a Calendar Year, the deficiency
      shall be remitted within thirty (30) days after the end of that Calendar
      Year.  The payment of all Royalty Payments and deficiencies
      shall be made in accordance with Section 19.

            


    

    


    
      	
              (b)  

            	
              The
      “Quarterly License Fee” for each Calendar Quarter shall be paid within
      thirty (30) days of the due date listed below according to the following
      payment schedule:

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	 
      	
              payable
      only on meeting minimum threshold

            	 
      
	
              Payment
      Due Date

            	 
      	
              Amount
      category 1 products

            	
              Increased
      Annual payment category 2 products 1.1%

            	
              Total

              Payable
      category 1 products and  category 2 products if category 2
      products meet minimum threshold

            
	
              5-Nov-07

            	 
      	
              $37,499.62

            	
              $9,351.82

            	
              $46,851.44

            
	
              5-Feb-08

            	 
      	
              $32,947.98

            	
              $9,351.82

            	
              $42,299.80

            
	
              5-May-08

            	 
      	
              $32,947.98

            	
              $9,351.82

            	
              $42,299.80

            
	
              5-Aug-08

            	 
      	
              $32,947.98

            	
              $9,351.82

            	
              $42,299.80

            
	
              5-Nov-08

            	 
      	
              $65,597.50

            	
              $24,996.32

            	
              $90,593.82

            
	
              5-Feb-09

            	 
      	
              $65,597.50

            	
              $24,996.32

            	
              $90,593.82

            
	
              5-May-09

            	 
      	
              $65,597.50

            	
              $24,996.32

            	
              $90,593.82

            
	
              5-Aug-09

            	 
      	
              $65,597.50

            	
              $24,996.32

            	
              $90,593.82

            
	
              5-Nov-09

            	 
      	
              $79,551.30

            	
              $48,104.83

            	
              $127,656.13

            
	
              5-Feb-10

            	 
      	
              $79,551.30

            	
              $48,104.83

            	
              $127,656.13

            
	
              5-May-10

            	 
      	
              $79,551.30

            	
              $48,104.83

            	
              $127,656.13

            
	
              5-Aug-10

            	 
      	
              $79,551.30

            	
              $48,104.83

            	
              $127,656.13

            
	
              5-Nov-10

            	 
      	
              $79,551.30

            	
              $58,337.63

            	
              $137,888.93

            
	
              5-Feb-11

            	 
      	
              $79,551.30

            	
              $58,337.63

            	
              $137,888.93

            
	
              5-May-11

            	 
      	
              $79,551.30

            	
              $58,337.63

            	
              $137,888.93

            
	
              5-Aug-11

            	 
      	
              $79,551.30

            	
              $58,337.63

            	
              $137,888.93

            
	 
      	 
      	 
      	 
      	 
      
	
              Totals

            	 
      	
              $1,035,143.96

            	
              $563,162.38

            	
              $1,598,306.34

            
	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              (c)  

            	
              If
      sales of category 1 (one) products exceed the amount needed to achieve the
      minimum royalty payment, the royalty payment shall be
      calculated  based on actual collected net sales achieved,
      following the definition in clause
1.5

            


    

    
      	
              (d)  

            	
              Once
      the minimum sales of category 2 (two) products ($500,000) is achieved,
      payment of the royalties calculated for category 2 products become due and
      payable

            


    

    


    
      	
              (e)  

            	
              Failure
      to make timely payment shall give Licensor the right, at its option, to
      pursue all rights and remedies provided by law for redress of breach of
      any agreement, including without limitation, the right to collect late
      charges at the rate equal to the published U.S. Prime Rate as published in
      the Wall Street Journal plus two percent (2%) on or nearest the date the
      payment was due, provided, however, that in no event shall interest be
      paid in excess of the rate allowable under applicable
      law.  Licensor shall also have the right to terminate this
      Agreement in accordance with

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    the
provisions of Section 16.  The
formula for calculation of interest payments due is the due date of the royalty
payment less date at which payment is made generating the days late, multiplied
by the interest rate.

    


    
      	
              10.  

            	
              Addition
      of New Products and Packaging.

            


    

    


    
      	
              10.1  

            	
              Introduction of New Products by
      Licensee.  Because of Licensor's need to protect its
      reputation as symbolized by the Licensor Marks, no product, other than
      those identified in Exhibit A, may be sold or offered for sale by Licensee
      in association with any Licensor Marks or Trade Dress of Licensor, or
      added to Exhibit A as a Licensed Product, without Licensor's prior review
      and comment on the presentation.  Each Licensee request for the
      addition of any proposed new product shall be made in
      writing.  Licensee and Licensor shall complete a detailed
      marketing plan and initial advertising and promotional budget for
      manufacture and sale of the proposed products under the Licensor
      Marks.  Addition of any proposed new product may require an
      upward adjustment in the Annual Guarantee and/or Increased Annual
      Guarantee and/or other provisions of this Agreement, and shall require
      specific inclusion of such new product in Exhibit A as a Licensed Product,
      by amendment hereto.

            


    

    


    
      	
              10.2  

            	
              Addition of New Packaging to an
      Existing Licensed Product.  Licensee shall submit a
      written request to Licensor for Licensee’s plan to pack an existing
      Licensed Product bearing the Licensor Marks in a new size or package
      form.  Such request shall include a specific description of the
      new package and any shelf-life test results conducted by
      Licensee.  Licensor shall advise Licensee of acceptance or
      rejection of the new packaging within thirty (30) days of receipt of the
      request.  Licensee agrees to follow the provisions of Section 5 prior to use of the new
      package.

            


    

    


    
      	
              10.3  

            	
              Introduction of New Products by
      Licensor in New Territories.  Licensor may introduce any
      of the same products and product categories as set forth in the Licensed
      Products or Product Categories of Exhibit A (the “Licensor’s New
      Products”) in any territory or trade channel in which such Licensed
      Products or Product Categories are not currently sold and are not in
      Licensee’s Territory or Extended Territory after August 5, 2011 (the
      “Non-Active Territory”).  Licensor may offer, in writing, the
      Non-Active Territory to Licensee, although Licensor is not obligated to do
      so.  Licensor shall notify Licensee, in writing, of its
      intention to introduce the Licensor’s New Products in the Non-Active
      Territory, and provide a proposal to Licensee describing the business
      potential for the Licensor’s New Products.  Licensee shall
      review the proposal provided by Licensor within forty five (45) days, and
      Licensee shall notify the Licensor in writing if it will sell the
      Licensor’s New Products directly, appoint a distributor, or appoint
      contract manufacturers or packing firms in the Non-Active
      Territory.  Should Licensor introduce Licensor’s New Products
      independent of Licensee, Licensor must first obtain written permission
      from Licensee to use Licensee’s Know-How in connection with its
      introduction of Licensor’s New Products that incorporate Licensee’s
      Know-How.

            


    

    


    
      	
              11.  

            	
              Territories.

            


    

    


    
      	
              11.1  

            	
              Licensee’s Initial
      Territories.  Licensor agrees that the initial Territory
      in which Licensee may sell, market, and distribute the Licensed Products
      shall be the entire world.  Licensor grants Licensee an
      exclusive worldwide right (“Exclusive Worldwide Right”) to sell, market,
      and distribute the Licensed Products under the terms of this Agreement,
      which right shall commence on the Effective Date
  and

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    shall
continue until August 5, 2011.  Thereafter, the Territory and grants
under this Agreement shall be restricted to only those countries (“Active
Countries”) in which Licensee, directly or through a distributor of Licensee,
(1) has distributed product; or (2) has an application pending before the
appropriate governmental agency of a particular country to obtain permission to
distribute product in such country.  The Exclusive Worldwide Right
shall be automatically revoked for all such countries not included in the Active
Countries (“Non-Active Countries”) and all rights under this Agreement in such
Non-Active Countries shall automatically revert to Licensor, and any rights
granted to Licensee in the Non-Active Countries shall automatically
terminate.

    


    
      	
              12.  

            	
              Indemnification.

            


    

    


    
      	
              12.1  

            	
              Licensor’s
      Obligations.  Licensor, at its expense, shall defend any
      third party claim brought against Licensee to the extent it is based on a
      claim that the Licensor Marks, when used as provided for by this
      Agreement, infringes any Trademark of any third party.  Licensor
      shall pay any award against Licensee, or settlement entered into on
      Licensee’s behalf, based on such infringement, but only if Licensee
      notifies Licensor promptly in writing of the claim, provides reasonable
      assistance in connection with the defense and settlement thereof, and
      permits Licensor to control the defense and settlement
      thereof.  Licensor will have no liability to the extent the
      alleged infringement is caused by any unauthorized use by Licensee of the
      Licensor Marks.

            


    

    


    Licensor
further agrees it shall be solely liable for and against any and all claims,
demands, damage, liability, actions, causes of action, loss, cost, and expense
of any nature whatsoever (including without limitation, investigation costs and
expenses, accountant's fees and expenses, and attorneys' fees and expenses
incident thereto) by reason of any actual or alleged injury, including death of
any person whomsoever, any actual or alleged financial loss to any person or
other entity, whomsoever or whatsoever, or any actual or alleged loss, damage,
or destruction of property of every class and description owned by or in the
possession of any person or other entity, whomsoever or whatsoever, in any
manner and however arising out of or attributed to the products manufactured and
marketed by other Licensor licensees that may reflect on Licensee as a licensee
of Licensor.

    


    Licensor
warrants to Licensee that Licensor, as of the Effective Date, has no effective
license agreement with any other party within the Territory pertaining to
Licensed Products bearing the Licensor Mark(s). Licensor further warrants it has
full authority to enter into this Agreement and has full legal authority to
grant licenses in Licensor Mark(s) to Licensee

    


    
      	
              12.2  

            	
              Licensee’s
      Obligations.  Licensee hereby agrees it shall be solely
      liable for and against any and all claims, demands, damage, liability,
      actions, causes of action, loss, cost, and expense of any nature
      whatsoever (including without limitation, investigation costs and
      expenses, accountant's fees and expenses, and attorneys' fees and expenses
      incident thereto) by reason of any actual or alleged injury, including
      death of any person whomsoever, any actual or alleged financial loss to
      any person or other entity, whomsoever or whatsoever, any failure to
      maintain confidentiality, or any actual or alleged loss, damage, or
      destruction of property of every class and description owned by or in the
      possession of any person or other entity, whomsoever or whatsoever, in any
      manner and however arising out of or attributed to the manufacturing and
      distribution of the Licensed Products by Licensee pursuant to this
      Agreement.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    


    
      	
              13.  

            	
              Insurance.  Licensee
      agrees to maintain in full force and effect, during the Term hereof, a
      policy or policies of insurance covering bodily injury and property damage
      liability, including products liability, which policies shall be in the
      minimum total amount of Five Million Dollars
      ($5,000,000.00).  The Licensee shall name Licensor as an insured
      on the aforementioned policy or policies, and said policy or policies
      shall contain a waiver of subrogation clause running to Licensor with
      respect to loss or damage arising out of Licensee’s conduct under this
      Agreement.  Each policy shall contain a provision for thirty
      (30) days advance written notice of cancellation to
      Licensor.  Licensee shall promptly request and promptly supply
      Licensor with certificates evidencing all such insurance in the usual and
      customary form and substance.

            


    

    


    
      	
              14.  

            	
              Records
      and Audits.

            


    

    


    
      	
              14.1  

            	
              Preservation of Licensee
      Records; Licensor Access. In addition to its obligation under
      Section 9.3, Licensee shall
      preserve full and accurate records with respect to its production,
      marketing, sale, shipment, and delivery of Licensed Products bearing the
      Licensor Marks and purchases of base ingredients for the Licensed Products
      and supplies used in connection therewith for at least five (5)
      years.  Licensee further agrees to make all such records,
      together with all reasonable supporting information, readily available for
      inspection at any time during regular business hours, with seven (7) days
      advance written notice to Licensee, by any employees, or attorneys, and/or
      accountants authorized by Licensor, who are obliged in connection with
      their employment by Licensor or by their professional ethics to keep
      confidences of Licensee.

            


    

    


    
      	
              14.2  

            	
              Financial
      Statements.  Licensee shall supply to Licensor, during
      the Term hereof, annual and quarterly statements of Licensee's financial
      condition as contained in its Form 10-K and Form 10-Q reports as filed
      with the U.S. Securities and Exchange Commission (“SEC”) as a way to
      inform Licensor whether Licensee is in a position to continue to
      satisfactorily perform its best efforts obligations under this
      Agreement.  Such statements shall be provided within a
      reasonable time after such reports are filed, which can be in the form of
      instruction to Licensor to review the filings on the SEC website or
      Licensor website.

            


    

    


    
      	
              15.  

            	
              Confidentiality.

            


    

    


    
      	
              15.1  

            	
              Confidential
      Information.  The term “Confidential Information” means
      any information disclosed by one party to the other pursuant to this
      Agreement that is in written, graphic, machine readable or other tangible
      form and is marked “Confidential”, “Proprietary” or in some other manner
      to indicate its confidential nature.  Confidential Information
      may also include oral information disclosed by one party to the other
      pursuant to this Agreement, provided that such information is designated
      as confidential at the time of disclosure and is reduced to writing by the
      disclosing party within a reasonable time (not to exceed 30 days) after
      its oral disclosure, and such writing is marked in a manner to indicate
      its confidential nature and delivered to the receiving
    party.

            


    

    


    
      	
              15.2  

            	
              Confidentiality.  Each
      party shall treat as confidential all Confidential Information of the
      other party, shall not use such Confidential Information except to
      exercise its rights and perform its obligations under this Agreement
      herein, and shall not disclose such Confidential Information to any third
      party.  Without limiting the foregoing, each of the parties
      shall use at least the same degree of care it uses to prevent the
      disclosure of its own confidential information of like importance,
      to

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    prevent
the disclosure of Confidential Information of the other party.  Each
party shall promptly notify the other party of any actual or suspected misuse or
unauthorized disclosure of the other party's Confidential
Information.

    


    
      	
              15.3  

            	
              Licensee’s Confidential
      Information.  Licensor acknowledges that all Know-How
      developed by Licensee is the property of Licensee and constitutes
      Confidential Information subject to the confidentiality under Section 15.2.

            


    

    


    
      	
              15.4  

            	
              Exceptions.  Confidential
      Information excludes information that: (i) was in the public domain at the
      time it was disclosed or has become in the public domain through no fault
      of the receiving party; (ii) was known to the receiving party, without
      restriction, at the time of disclosure, as demonstrated by files in
      existence at the time of disclosure; (iii) is disclosed with the prior
      written approval of the disclosing party; (iv) was independently developed
      by the receiving party without any use of the Confidential Information;
      (v) becomes known to the receiving party, without restriction, from a
      source other than the disclosing party, without breach of this Agreement,
      by the receiving party; or (vi) is disclosed generally to third parties by
      the disclosing party without restrictions similar to those contained in
      this Agreement.  The receiving party may disclose the other
      party's Confidential Information to the extent such disclosure is required
      by order or requirement of a court, administrative agency, or other
      governmental body, but only if the receiving party provides prompt notice
      thereof to the disclosing party to enable the disclosing party to seek a
      protective order or otherwise prevent or restrict such
      disclosure.

            


    

    


    Further,
Licensee shall be permitted to file documentation regarding this Agreement in
its public filings in the United States of America with the Securities and
Exchange Commission or any other regulatory agency, if, and to the extent,
required by applicable law and regulation.  Licensee shall not include
any Confidential Information in such documentation unless otherwise required by
law and only to the extent required by law.  Licensor shall have the
right to review and approve, in writing, any such documents prior to
filing.  Such approval by Licensor shall not be unreasonably
withheld.

    


    
      	
              16.  

            	
              Term
      and Termination.

            


    

    


    
      	
              16.1  

            	
              Initial Term and
      Renewal.  Subject to the terms and conditions set forth
      herein, and unless otherwise terminated, the Initial Term of this
      Agreement shall extend from the Effective Date until the expiration date
      of August 5, 2021. The Initial Term shall automatically renew for a
      subsequent five (5) year period, if Licensee meets the minimum sales
      requirements for each of the years as established by the parties under
      Section 8.2, or collectively for
      all of the years as set forth, and further, has paid Licensor, in full,
      all Royalty Payments under Section 9.7.  If however, Licensee
      fails to meet the minimum sales requirements as set forth by the parties
      under Section 8.2 for the prior
      five (5) year period, fails to cure any deficiencies with respect to the
      Royalty Payments under Section 9.7
      (if in the first five (5) years of the Term), and/or fails to pay Royalty
      Payments under Section 9.7 within
      ten (10) business days from the expiration of the then expired term, this
      Agreement will automatically expire, and all rights will automatically
      revert to Licensor.

            


    

    


    
      	
              16.2  

            	
              Licensor
      Termination.  Should Licensee cause or experience any
      event which is grounds for termination as set forth in this Agreement,
      this shall constitute grounds for termination by Licensor of this
      Agreement as a whole with all said
parties.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    


    


    
      	
              16.3  

            	
              Licensee
      Termination.  Licensee may terminate this Agreement,
      either as to one or more of the Product Categories or in its entirety, by
      giving Licensor written notice of termination, specifying the nature of
      the termination, at least six (6) months before the end of any Calendar
      Year.  If termination is without cause, the specified
      termination shall take effect as of the end of that Calendar
      Year.  The termination fee set forth in Section 9.1(c) shall be due and payable upon
      termination.  Licensee shall maintain product liability
      insurance for the duration of shelf life of products in the market at the
      time of termination.

            


    

    


    
      	
              16.4  

            	
              Curative Period of Certain
      Defaults.  Except with respect to those defaults, herein
      specified, for which the non-defaulting party may forthwith terminate this
      Agreement, and for which there is no provision for a curative period,
      either party may terminate this Agreement if the other party is in
      default, by giving such other party sixty (60) days written notice
      thereof, and the defaulting party shall, during such period, be given the
      opportunity to cure its default.  If such default is not cured
      within that period or any extension thereof granted by the notifying party
      (which extension shall not be unreasonably withheld or delayed), the
      notifying party shall have all rights and remedies provided by law for
      redress of breach of an agreement, including without limitation, the right
      to terminate this Agreement effective upon the expiration of such period
      of time.

            


    

    


    
      	
              16.5  

            	
              Licensee
      Insolvency.  In the event any proceeding is filed by
      Licensee, or against Licensee, and not discharged within ninety (90) days
      after filing, under any bankruptcy or any similar local law, or if a
      receiver is appointed to manage Licensee's affairs, or if Licensee enters
      into a creditor arrangement, any such action shall constitute a breach of
      this Agreement entitling Licensor to exercise all of its rights and
      remedies in the event of breach, including without limitation the right,
      exercisable in its sole discretion, to forthwith terminate this Agreement
      by written notice to Licensee.  A prime motive and principal
      consideration for the execution of this Agreement by Licensor is the skill
      and experience of Licensee as a marketer of Licensed Products bearing the
      Licensor Marks of the highest quality readily and consistently available
      to customers, thereby enhancing Licensor's reputation.  Thus,
      Licensor shall be under no duty to accept a performance of this Agreement
      from Licensee if Licensee is the subject of any bankruptcy or related
      activity, or from any other person or entity as a purported assignee of
      this Agreement, without the prior express written consent of Licensor,
      including without limitation, any assignee or trustee in a bankruptcy
      proceeding.

            


    

    


    
      	
              16.6  

            	
              Licensor
      Insolvency.  In the event any proceeding is filed by
      Licensor, or against Licensor, and not discharged within ninety (90) days
      after filing, under any bankruptcy or any similar local law, or if a
      receiver is appointed to manage Licensor's affairs, or if Licensor enters
      into a creditor arrangement, any such action shall constitute a breach of
      this Agreement entitling Licensee to exercise all of its rights and
      remedies in the event of breach, including without limitation the right,
      exercisable in its sole discretion, to forthwith terminate this Agreement
      by written notice to Licensor.  A prime motive and principal
      consideration for the execution of this Agreement by Licensee is the skill
      and experience of Licensor as a marketer of the Licensor Marks,
      implementing marketing, advertising, promotion, event, and sales programs
      thereby enhancing Licensor's reputation to the benefit of
      Licensee.  Thus, Licensee shall be under no duty to accept a
      performance of this Agreement from Licensor if Licensor is the subject of
      any bankruptcy or related activity, or from any other person or entity as
      a purported

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    assignee
of this Agreement, without the prior express written consent of Licensee,
including without limitation, any assignee or trustee in a bankruptcy
proceeding.

    


    
      	
              16.7  

            	
              Destruction, Condemnation or
      Expropriation of Facilities. If any part of the facilities used by
      Licensee for the manufacture of Licensed Products bearing the Licensor
      Marks is expropriated, condemned, destroyed, or otherwise lost or taken
      out of Licensee's full control by any governmental entity or any person or
      corporation thereby jeopardizing Licensee's ability to adequately perform
      its obligations under this Agreement, and if Licensee does not furnish
      adequate substitute facilities within one hundred eighty (180) days of
      such loss, or if Licensee or that portion of Licensee's business concerned
      with performance under this Agreement is acquired by or merged with, or
      otherwise becomes controlled by any third party or parties (including,
      without limitation, any governmental entity or agency), such action shall
      constitute a breach of this Agreement, and Licensor shall have all rights
      and remedies provided by law for redress of breach of an agreement,
      including without limitation, the right to terminate this Agreement
      forthwith by written notice to
Licensee.

            


    

    


    
      	
              16.8  

            	
              Failure to Make Full, Timely
      Payments.  If Licensee fails to make any Royalty Payments
      or other payment in full when due, or fails to provide access by
      Licensor's authorized attorneys, accountants, or employees to its
      facilities or its books or records or to those of its contract packers as
      required hereunder, Licensor may notify Licensee in writing of such
      default, specifying a reasonable period during which Licensee may cure
      such default.  If such default is not cured by the end of such
      specified reasonable curative period, then Licensor shall have the right,
      at its option, to terminate this Agreement, effective as of the end of
      such period.

            


    

    


    
      	
              16.9  

            	
              Failure to Exceed Annual
      Licensee Fee.  If the Continuing Royalty payable to
      Licensor for a given Product Category during each of any two (2)
      consecutive Calendar Years does not exceed the corresponding Annual
      Guarantee plus the Increased Annual Guarantee, if any, Licensor shall have
      the right to terminate this Agreement as to such Product Category,
      effective as of the end of the second of such Calendar
      Years.  If Licensor elects to terminate this Agreement under the
      provisions of Section 16.2 as to
      all (remaining) Product Categories, such termination shall constitute
      termination of this Agreement in its entirety.  No termination
      under Section 16.2 shall relieve
      Licensee of the obligation to pay any required deficiency between any
      Annual Guarantee plus Increased Annual Guarantee, if any, and the
      corresponding Continuing Royalty.

            


    

    


    
      	
              16.10  

            	
              Failure to Protect Licensee’s
      Rights.  If Licensor violates Section 8.6, Licensee may, after giving
      Licensor thirty (30) days’ written notice and an opportunity for Licensor
      to cure within that thirty-day period, terminate this Agreement in part or
      in its entirety without any penalty should Licensor fail to cure within
      that thirty-day period.

            


    

    


    
      	
              16.11  

            	
              Governmental Intervention,
      Attempted Assignment or Sublicense.  Licensor may, by
      written notice to Licensee, forthwith terminate this Agreement if any
      governmental entity or agency thereof requires any cessation of
      production, distribution, and/or sale of any Licensed Product with
      specific or general reference to unwholesomeness of product, unsanitary
      facility or improper labeling, or the actual or potential death, illness
      or injury of any person(s); or if Licensee violates any provision of
      Section 20.3 or attempts to do
      so.

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    


    
      	
              16.12  

            	
              Stated Termination Grounds and
      Rights Non-Exclusive.  The foregoing termination grounds
      and rights are in addition to any and all other rights of termination and
      redress of breach which the parties or either of them may otherwise have
      hereunder or by law.

            


    

    


    
      	
              17.  

            	
              Further
      Obligations of Parties Upon
Termination.

            


    

    


    
      	
              17.1  

            	
              Payment of Residual
      Royalties.  No termination of this Agreement shall
      relieve Licensee of the obligation to pay all Royalty Payments payable
      under Section 9, even as to
      Royalty Payments that are attributable to sales or deliveries of Licensed
      Products bearing the Licensor Marks after the effective date of such
      termination.

            


    

    


    
      	
              17.2  

            	
              No Further Use of Licensor
      Marks.  Upon termination or expiration of this Agreement
      for any reason, Licensee agrees to discontinue any and all use of the
      Licensor Marks (including but not limited to use on the Internet), and
      also agrees not to register or to use any Trademark confusingly similar to
      any Licensor Marks.

            


    

    


    
      	
              17.3  

            	
              No Further Use of Licensor
      Domain Names.  Upon termination or expiration of this
      Agreement for any reason, Licensee agrees to discontinue the use of any
      and all Licensor Domain Names, and if applicable, shall assign each and
      every Licensor Domain Name in which Licensee holds title in and to in
      accordance with Section 4.1.  Further, in the event
      Licensee has established a website using any Licensor Domain Name,
      Licensee shall discontinue using such website and shall delete each and
      every file pertaining to such website and shall be solely responsible for
      any and all costs associated therewith.  Licensee also agrees
      not to register or to use any Internet domain name confusingly similar to
      the Licensor Domain Names or Licensor
Marks.

            


    

    


    
      	
              17.4  

            	
              No Further Use of Proprietary
      Ingredients or Formulation.  No further use of
      proprietary ingredients or formulation shall be used or permitted to be
      used by Licensor after termination of this Agreement.  Commonly
      known and used ingredients shall not be construed as
      proprietary.

            


    

    


    
      	
              17.5  

            	
              Licensor Option to Purchase
      Remaining Inventory.  In the event of termination or
      expiration of this Agreement, Licensee agrees to sell to Licensor or its
      appointee(s), at Licensor's request, any remaining inventories
      of  Licensed Products bearing the Licensor Marks in usable
      condition, at the Licensee's actual manufacturing cost, provided such
      products are not older than three (3)
months.

            


    

    


    
      	
              17.6  

            	
              Disposal of Un-purchased
      Inventory.  Licensor shall not be obligated to buy any
      such remaining inventory, and any such remaining inventory not purchased
      by Licensor shall be destroyed by Licensee at Licensee's
      expense.  Licensee shall provide evidence of such destruction to
      Licensor.

            


    

    


    
      	
              17.7  

            	
              No Further Use of Certain
      Know-How.  Licensor agrees to discontinue the use of all
      Know-How provided by Licensee and the use of all Know-How developed by
      Licensee that is inseparable from the Know-How provided by Licensor, and
      to return the same, together with all copies it has made thereof, to
      Licensee promptly upon termination or expiration of this
      Agreement.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    
      	
              18.  

            	
              Government
      Approval of This Agreement.

            


    

    


    
      	
              18.1  

            	
              Government Approval,
      Generally.  It shall be the responsibility of Licensee,
      at its sole effort and expense, to obtain all approvals of this Agreement
      by any and all government and similar authorities in the Territory,
      including any and all subdivisions thereof, that may be necessary to fully
      effectuate and validate this Agreement throughout the
      Territory.  Licensee agrees that it shall be solely responsible
      for payment of any and all application fees, license fees, certification
      fees, attorneys' fees, taxes, and all other costs and expenses incurred in
      obtaining any and all such approvals.  Licensor shall provide
      reasonable cooperation with Licensee in the Licensee's efforts to obtain
      all such approvals, at no out-of-pocket cost to Licensor.  No
      later than promptly after the Execution Date, Licensee shall, by written
      communication to Licensor, identify each such authority whose approval is
      necessary.  Licensor and Licensee hereby authorize one another
      to insert, into their respective copies of this Agreement, as the
      Effective Date, the date at which the latest of the necessary approvals
      and/or certifications has been issued, as shown in the respective
      documents.  Except as may be specified in Section 18.2, in the event this Agreement is
      not fully approved, and a true copy of the certificate or other document
      of each such authority granting such approval is not furnished by Licensee
      to Licensor within sixty (60) days after the Execution Date, then
      Licensor's execution of this Agreement shall, in the absence of Licensor's
      written extension, thereafter be deemed void and of no effect, and neither
      party shall have any right or obligation to the other under or in respect
      to this Agreement.

            


    

    


    
      	
              18.2  

            	
              Government Mandated Amendments
      to this Agreement.  In the event that any governmental or
      similar authority requires that this Agreement be amended in any respect
      as a precondition for approval or exemption, Licensor and Licensee shall
      use their best efforts promptly to negotiate an amendment to this
      Agreement, in the manner and of the scope described in Section 20.6, which is satisfactory to such
      authority.  Notwithstanding the provisions of Section 20.5, in the absence of an extension
      agreed to by Licensor and Licensee, should such amendment not be reached
      within sixty (60) days after the authority notifies Licensee or Licensor
      of the need for such amendment, this Agreement shall terminate, and
      neither party shall be entitled to any damages from the other as a result
      of such termination.  The time limitation of Section 18.1 shall be extended in accordance
      with this Section 18.2.

            


    

    


    
      	
              19.  

            	
              Payments,
      Conversion, and Taxes.

            


    

    


    
      	
              19.1  

            	
              Payments
      Net.  All payments required hereunder shall be net to
      Licensor at the full percentages and amounts specified.  All
      taxes, fees, and other expenses incurred in connection with conversion
      and/or transmittal of funds, except only income taxes payable by Licensor,
      and all approvals and other formalities required in respect to any such
      activities, shall be the sole and exclusive responsibility of Licensee and
      shall be dealt with diligently and at Licensee's sole
      expense.  All payments shall be made by check or wire-transfer
      to the account most recently designated by Licensor (from time to time)
      and shall be made in United States
Dollars.

            


    

    


    
      	
              19.2  

            	
              Conversion.  In
      the case of Royalty Payments, any currency conversion shall be at the rate
      of exchange published in the Wall Street Journal, or the rate published
      for major currency transactions by the largest bank in the country of
      Licensee's head office, for the last day of the Calendar Quarter or
      Calendar Year for which

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    payment
is required.  With respect to all other payments, the rate shall be
that rate published on the invoice date.  Licensee shall accompany
each payment with a copy of the publication on which conversion was based,
together with an English translation, if not in English.

    


    
      	
              19.3  

            	
              Taxes.  Should
      Licensee at any time be required by law to withhold and pay a tax levied
      against Licensor for any Royalty Payment to Licensor, Licensee shall remit
      to Licensor the balance for any Calendar Quarter (or Calendar Year) after
      deduction of such tax, and shall forward to Licensor a tax receipt
      indicating the amount of any such tax withheld during each such Calendar
      Quarter (or Calendar Year) in such a form as might be required by the
      United States government.

            


    

    


    
      	
              20.  

            	
              Miscellaneous.

            


    

    


    
      	
              20.1  

            	
              Independent
      Contractors.  Licensee and Licensor are independent
      contractors, and nothing in this Agreement shall create or be deemed to
      create any relationship of agency, partnership, or joint venture between
      them.  Neither party is authorized to incur debt or other
      obligations of any kind on behalf of the other, except as may be
      specifically authorized in writing, and neither party shall be liable for
      any debts, accounts, obligations, or other liabilities of the other party
      or of the agents or employees of the other party.  In the
      absence of prior, written, specific authorization, neither party may
      represent the other, nor purport to represent the other, in any manner or
      to any extent whatsoever, in any judicial, governmental, or
      quasi-governmental inquiry, investigation, hearing or proceeding, or in
      any arbitration.

            


    

    


    
      	
              20.2  

            	
              Resolution of Duties, Governing
      Law, and Forum Selection. The parties shall endeavor to resolve all
      disputes, controversies and claims arising out of or relating to this
      Agreement on an amicable basis and in a diligent manner.  This
      Agreement will be governed by and interpreted in accordance with the laws
      of the State of California, without reference to its conflict of laws
      principles.  All disputes arising out of this Agreement are
      subject to the exclusive jurisdiction of the state and federal courts
      located in Orange County, California, and the parties hereby submit to the
      personal jurisdiction and venue of these
courts.

            


    

    


    
      	
              20.3  

            	
              Assignment and Sublicense
      Without Consent Prohibited.  This Agreement will be
      binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns; provided, however, that neither party
      shall assign or sublicense any of its rights, obligations, or privileges
      (by operation of law or otherwise) hereunder without the prior written
      consent of the other party, which consent will not be unreasonably
      withheld.  Notwithstanding the foregoing, however, (i) either
      party may assign this Agreement to a successor in interest (or its
      equivalent) of all or substantially all of its relevant assets, whether by
      sale, merger, or otherwise, except in the case of insolvency by either the
      Licensor or Licensee as set forth in Sections 16.5 and 16.6, in which case, prior written
      consent of the other party is required; (ii) Licensor (and any assignee of
      Licensor) may assign this Agreement to any of its Affiliates; and (iii)
      Licensee may sublicense the use of any of the Licensor Marks to any
      contract packer or producer/packager it may use in the manner and to the
      extent herein specified.  Any attempted assignment or sublicense
      in violation of this section will be
void.

            


    

    


    
      	
              20.4  

            	
              Good Faith and Fair
      Dealing.  Each party shall, at all times, deal fairly and
      in good faith with respect to the other in the conduct of each aspect of
      its business that reasonably relates to this
  Agreement.

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    


    


    
      	
              20.5  

            	
              Severability of this
      Agreement.  Subject to the provisions of Section 20.6, the invalidity of any provision
      or obligation hereunder or the contravention thereby of any laws shall not
      relieve either party of the advantages of any other provision of this
      Agreement.

            


    

    


    
      	
              20.6  

            	
              Government Action Substantially
      Affecting this Agreement.  In the event that a court of
      competent jurisdiction or a cognizant governmental or quasi-governmental
      authority or agency renders any decision or implements any law or
      restriction which operate to frustrate any material aspect of the intent
      of this Agreement, the parties hereto shall, in good faith, attempt
      diligently to negotiate an amendment hereto that nevertheless returns the
      scope and effect of this Agreement as nearly as possible to that expressed
      herein just prior to such occurrence.  In particular, Licensee
      expressly recognizes an obligation, in the event that Royalty Payments
      already due to Licensor or other rights afforded to Licensor hereunder is
      or are blocked by any such occurrence, to so far as legally possible place
      Licensor in the same financial position as it would have been under this
      Agreement had such not occurred.  In the event that Licensee or
      that portion of the business of Licensee to which this Agreement pertains
      is nationalized, expropriated, or otherwise taken over or managed by the
      government of the Territory, Extended Territory, or of any political
      subdivision thereof or by any department or agency thereof, or if the
      government of the country of Licensee's head office, and/or its policy,
      changes in such substantial fashion that Licensee's ability to fully
      perform its obligations hereunder are reasonably drawn into question, or
      if the country of Licensee's head office comes under the control of
      another country or external governmental entity, in any such event
      Licensor shall have the right, at its option, to terminate this
      Agreement.

            


    

    


    
      	
              20.7  

            	
              Force
      Majeure.  Neither party shall be liable for any delays or
      failures to perform any of its obligations hereunder due to any causes or
      contingencies which are not reasonably foreseeable and are beyond the
      party's reasonable control, including but not limited to fires, accidents,
      acts of God, and war.  However, if any such force majeure shall
      continue for a period of three (3) months, Licensor shall thereafter have
      the right to terminate this Agreement by giving notice of termination to
      Licensee referring to this Section 20.7.

            


    

    


    
      	
              20.8  

            	
              Waiver and
      Amendment.  No rights, conditions, or obligations granted
      or required under this Agreement shall be considered as having been waived
      or amended unless specifically so stated in writing and signed by both
      parties.  The waiver by a party or any default of the other
      party shall not be deemed to be a waiver of any subsequent default or
      other default of such party.

            


    

    


    
      	
              20.9  

            	
              Prior and Contemporaneous
      Agreements Superseded.  This Agreement wholly supersedes
      and renders void for all purposes any and all prior and contemporaneous
      agreements, understandings, and discussions between the parties with
      respect to the subject matter hereof in connection with Licensed Products
      bearing the Licensor Marks as set forth in Exhibit A.  Any
      addition, deletion or modification affecting this Agreement shall be
      effective only if reduced to writing and signed by both
      parties.

            


    

    


    
      	
              20.10  

            	
              English Language Version of
      this Agreement Governs.  This Agreement shall be executed
      in the English language.  In the event this Agreement is
      translated into any language other than English and is subsequently
      executed by Licensor

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    and
Licensee, the parties hereto agree that this Agreement shall be governed by the
English version.

    


    
      	
              20.11  

            	
              Notices.  Notices
      shall be sent as follows:

            


    

    


    If to
Licensor:

    


    Jugular,
Inc.

    c/o Mr.
Michael Lajtay

    18685
Main Street, Suite 101

    Huntington
Beach, California 92648

    


    If to
Licensee:

    


    Gamma
Pharmaceuticals, Inc.

    c/o Joe
Cunningham

    800 N.
Rainbow Blvd.

    Las
Vegas, Nevada 89107.

    


    IN
WITNESS WHEREOF, the parties hereto, by signature below of their respective
authorized representatives, have caused this Agreement to be duly executed as of
the latter of the dates herein below written.  Licensee recognizes
that this agreement is subject to Licensor management and board
approval.  Licensor recognizes that this agreement is subject to
Licensee management and board approval.  Licensor makes no
representation that such approval will be forthcoming, but agrees to make every
effort to secure such approval.  Licensee makes no representation that
such approval will be forthcoming, but agrees to make every effort to secure
such approval.

    


    Licensor                                                                Licensee

    


    By: /s/Michael
Lajtay                                                                           By: /s/Peter
Cunningham

    


    Print
Name: Michael
Lajtay                                                                           Print Name: Peter
Cunningham

    


    Title:
President                                                                           Title: CEO

    



    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    LICENSED PRODUCTS AND
ROYALTY RATES

    


    Licensed
Products:

    


    Category I
Products

    


    
      	
              1.  

            	
              Fast
      dissolving oral strips.  Packages of 24 strips or equivalent or
      multiple packages.  Annual unit forecast (Year 1) 958,975
      units.

            


    

    


    
      	
              2.  

            	
              Fast
      dissolving oral gel.  Packages of 20mg or equivalent or multiple
      packages.  Annual unit forecast (Year 1) 550,106
      units.

            


    

    


    Category II
Products

    


    
      	
              1.  

            	
              Hand
      Sanitizers.  Gelotions in 20ml, 60ml, and 200ml
      packages.

            


    

    


    
      	
              2.  

            	
              Lip
      Balm.  Moisturizers with and without sunscreen, antiseptics, and
      healing ingredients.

            


    

    


    
      	
              3.  

            	
              Antiseptic
      Creams/Gels.  For “Road Rash” and other applications as
      determined by the product development
process.

            


    

    


    
      	
              4.  

            	
              Sunscreen.  Moisturizers
      and bronzers in 30g and 80g
packages.

            


    

    


    
      	
              5.  

            	
              Supplements
      in various combinations of vitamins, minerals, and other nutritional
      supplements.

            


    

    


    
      	
              a.  

            	
              Gelicreams.  Endurance,
      altitude, and climbing in 17g, 30g, and 80g
  packages.

            


    

    


    
      	
              b.  

            	
              Gelibites.  Endurance,
      altitude, and climbing in sizes determined by the product development
      process.

            


    

    


    Royalty
Rates:

    


    Category I
Products:  The Royalty Rate for Category I Products shall be
1.5%.  After August 5, 2011, the Category I Products Royalty Rate
shall be decreased from 1.5% to 1.1%.

    


    Category II
Products:  The Royalty Rate for Category II Products shall be
1.1%.

    


    


    


    NOTE:
Technical specifications to be kept on file by Licensee.

    


    



    
      
         


      

      
        28