Exhibit 10.25


	 	 	 	 	 	 	 
	007 FOURTEENTH STREET,
    N.W.

    WASHINGTON, D. C. 20005-2018

    TELEPHONE (202) 434-0700

    FACSIMILE (202) 434-0800	Rogers
                    & Wells

                    Two Hundred Park Avenue

                    New York, N.Y. 10166-0153

         

        TELEPHONE
        (212) 878-8000

        FACSIMILE (212) 878-8375

         
	40 BASINGHALL STREET

    LONDON EC2Y 506, ENGLAND

    TELEPHONE 44-171-628-0101

    FACSIMILE 44-171-828-8111
	 	 	 	 	 	 
	 	 
	444 SOUTH FLOWER STREET

    LOS ANGELES, CA 90071-2901

    TELEPHONE (213) 689-2900

    FACSIMILE (213) 689-2999	WESTENDSTRASSE
    16-22

    60326 FRANKFURT/MAIN

    FEDERAL REPUBLIC OF GERMANY

    TELEPHONE 49-69-97-14-78-0

    FACSIMILE 49-69-97-14-78-33
	 	 	 	 	 	 
	 	 	 	 	 	 
	47 AVENUE HOCHE

    75008 PARIS, FRANCE

    TELEPHONE 33-1-44-09-48-00

    FACSIMILE 33-1-44-09-46-01

                         33-1-42-67-50-81	ONE EXCHANGE
    SQUARE

    B CONNAUGHT PLACE

    CENTRAL, HONG KONG

    TELEPHONE (852) 2844-3500

    FACSIMILE (852)2844-3555


 


MEMORANDUM


 


	TO:	Thomas D. Wright, Jr.	DATE:	April 2, 1997
	 	 	 	 
	FROM: 	Howard M. Endelman	CC:	Steven A. Hobbs
	 	 	 	 
	RE:	NATC/NTC	 	 


 


Attached for your files
please find a copy of the Trademark Consent Agreement dated March 26, 1997 by and between North Atlantic Trading Company, Inc.
and Bolloré Technologies, S.A.


 


Best regards.


 


H.M.E.


 






    	 



    	 



    

 


TRADEMARK
CONSENT AGREEMENT


 


This agreement,
made this 26th day of March, 1997, by and between North Atlantic Trading Company, Inc. (hereinafter referred to
as “NATC”), a Delaware Corporation, whose address is 3200 Beechleaf Court Suite 920, Raleigh USA and Bolloré Technologies, S.A.,
a French Corporation whose address is Odet 29500 Commune d’Ergué-Gabéric France (hereinafter referred
to as “Bolloré”);


 


WHEREAS, NATC is
the owner of, inter alia, the marks shown on Schedules Al and A2, and where applicable the registrations and applications
relating thereto (“NATC Marks”) attached hereto; and


 


WHEREAS, Bolloré
is the owner of, inter alia, the marks shown on Schedules B1 and B2, and where applicable the registrations and
applications relating thereto (“Balloré Marks”) attached hereto;


 


WHEREAS, NATC desires
to use and register the NATC Marks set forth in Schedule A2, for the goods specified therein; and


 


WHEREAS, Bolloré
desires to use and register the Bolloré Marks set forth in Schedule B2, for the goods recited therein; and


 


WHEREAS, NATC and
Bolloré mutually recognize the validity of each other’s marks as set forth in the attached Schedules,


 


NOW, THEREFORE, for
good and valuable consideration, the parties hereby agree and state as follows:


 


1.          NATC
believes there is no likelihood of confusion or conflict between its NATC Marks shown on Schedules A1 and A2, and the Bolloré Marks,
shown on Schedules B1 and B2;


 


2.          Bolloré
believes there is no likelihood of confusion or conflict between its Bolloré Marks shown on Schedules B1 and B2, and the NATC Marks
shown on Schedules A1 and A2.


 


3.          NATC
will take no action to interfere with the use and/or registration of the Bolloré Marks shown on Schedules B1 and B2.


 


4.          Bolloré
will take no action to interfere with the use and/or registration of the NATC Marks shown on Schedules A1 and A2.


 


5.          Bolloré
is a specialist in the manufacture of cigarette papers. Bolloré manufactures cigarette paper bobbins and those bobbins are converted
into booklets in accordance with specific instructions of Bolloré. Hence, Bolloré strictly controls the quality of its cigarette
paper bobbins and the converting thereof into booklets, and therefore the quality of the cigarette papers which arc sold to the
public under the Bolloré Marks.


 






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6.          NATC
is a specialist in the field of tobacco products. NATC strictly controls the processing and packaging of its tobacco products and
therefore the quality of the tobacco products which are sold to the public under the NATC Marks.


 


7.          Pursuant
to an agreement between the parties, NATC is the exclusive United State distributor of cigarette paper sold under the Bolloré
Marks. Each booklet bears a statement identifying NATC simply as distributor.


 


8.          NATC
and Bolloré acknowledge that the purchasing public is not and will not be harmed by the relationship between the parties. The parties
acknowledge that their respective marks have been used in the United States on their respective products, for more than 20 years,
without any known confusion of the purchasing public.


 


9.          Except
as otherwise agreed between the parties, in order to avoid any potential confusion, NATC agrees not to use the NATC Marks within
the United States on cigarette papers, and Bolloré agrees not to use the Bolloré Marks on any tobacco products within the United
States.


 


10.        In
the unlikely event that any consumers are confused as to the source of origin of either party’s goods, the parties agree
to take such further steps as are reasonable and necessary under the circumstances to correct such confusion.


 


11.        NATC
consents to the use and registration by Bolloré of the Bolloré Marks which are shown on Schedule B2, for the
goods recited therein.


 


12.        Bolloré
consents to the use and registration by NATC of the NATC Marks which are shown on Schedule A2, for the goods recited therein.


 


13.        Each
party shall reasonably cooperate with the other in obtaining and preserving registrations for the Marks shown on the Schedules
by providing the other with Letters of Consent or any other such documents which may be reasonably required in order to overcome
any official actions or objections which may be made by the trademark office in any country or territory. Any expenses associated
with the preparation and filing of any such letters or documents will be borne by the requesting party.


 


14.        Each
party shall have the right, but nor the obligation, to terminate all of the rights granted hereunder if the other party is in material
breach of any of its obligations hereunder.


 






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15.        This
Agreement and the provisions herein will be binding at all times upon and inure to the benefit of the parties hereto, their successors
and assigns. This Agreement constitutes the entire agreement between the parties and may not be changed, modified, amended or supplemented,
except in a writing signed by the parties.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement on the day and year first above written.


	 	 	 	 
	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 
	 	 
	 	 	JACK AFRICK	 
	Dated: 26th March 1997	By:	/s/ Jack Africk 



	 
	 	 	Name:	 
	 	 	Title: Director and Chief Executive Officer





	 	 	 	 
	 	BOLLORÉ TECHNOLOGIES, S.A.
	 	 
	 	 	 	 
	Dated: 26th March 1997	By:	/s/ Cedric Bollore


	 
	 	 	Name: CEDRIC BOLLORÉ	 
	 	 	Title: Marketing Director
    

Industrial Divisions


 






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SCHEDULE A1


 


	Mark/Goods	 	Reg.
    No.	 	Date Registered
	 	 	 	 	 
	ZIG-ZAG
    

    for cigars	 	1,133,291	 	April 15, 1980
	 	 	 	 	 
	ZIG-ZAG and Design 

for cigarette tobacco	 	1,512,985	 	November 15, 1988
	 	 	 	 	 
	ZIG-ZAG

for cigarette tobacco	 	1,472,580	 	January 12, 1988
	 	 	 	 	 
	ZIG-ZAG CANADIAN BLEND 

for smoking tobacco	 	1,756,211	 	March 2, 1993
	 	 	 	 	 
	ZIG-ZAG CANADIAN ROYAL BLEND 

for smoking tobacco	 	1,753,378	 	February 15, 1993
	 	 	 	 	 
	ZIG-ZAG And Design

for smoking tobacco	 	1,775,416	 	June 8, 1993


 


SCHEDULE A2


 


	Mark/Goods	 	Appln. No.	 	Filing Date
	 	 	 	 	 
	ZIG-ZAG (stylized)

for cigars	 	74/562,128	 	April 17, 1995
	DESIGN of a band

for cigars	 	74/562,143	 	April 17, 1995
	ZIG-ZAG Add Design 

for cigars	 	74/691,043	 	June 20, 1995
	ZIG-ZAG COLD STANDARD

for cigarette tobacco	 	71/573,369	 	May 11, 1995


 






    	 



    	 



    

 


Schedule B1


 


Bollore Technologies

Registered Trademarks


 


	Trademark	Registration
    

    Date	Registration
    

    No.	Goods
	MAN’S HEAD DESIGN	March 25, 

1983	Canadian

Registration

278058	Cigarette papers.
	MAN’S HEAD DESIGN	August 9, 

1983	U.S.

Registration 

1247856	Cigarette papers.
	ZIG-ZAG	August 16, 

1955	U.S.

Registration 

610530	Cigarette papers.
	ZIG-ZAG	December 18, 

1979	U.S.

Registration

1127946	Cigarette papers.


 






    	 



    	 



    

 


Schedule B2


 


Bollore Technologies

Marks to Be Registered


 


	Trademark	Filing Date	Goods
	SMOKING MAN 

DESIGN	April 17,1995	Cigarette papers.
	SMOKING MAN IN 

CIRCLE DESIGN	June 16, 1995	Cigarette papers.