Date:


Exhibit 10.20 




Date:

November 14, 2005

CMS #
5200

THE
AMERICAN KENNEL CLUB

Merchandise License Agreement




THIS MERCHANDISE LICENSE AGREEMENT (“Agreement”) dated as of
November 14, 2005 by and between The American Kennel Club (hereinafter referred
to as “AKC” or "Licensor"), 260 Madison Avenue, New York, NY 10016 and Eternal
Image, LLC, 28175 Haggerty Road, Novi, Michigan 48377 (hereinafter referred to
as "Licensee").




THIS
WILL CONFIRM OUR AGREEMENT AS FOLLOWS:




1.

GRANT OF LICENSE:  Subject to the terms and conditions
of this Agreement, Licensor grants to Licensee for the Term (defined herein),
the license to use the trademarks, copyrights, characters, designs, and
likenesses described in Schedule A (collectively called the "Property"), solely
in connection with the manufacture, distribution, promotion, advertisement and
sale of the article(s) described in Schedule B (herein called the "Licensed
Products"). This license does not constitute and may not be used so as to imply
the endorsement of the Licensed Products by Licensor.  The license granted
herein is non-exclusive; nothing herein shall be construed so as to prevent
Licensor from either granting any other licenses for the Property (including
without limitation, licenses for the same or similar products to the Licensed
Products) or from itself using the Property in any matter whatsoever.




2.

TERRITORY:  Licensee shall be entitled to use the
license granted hereunder only in the territory described in Schedule C (called
the "Territory"). 




3.

LICENSE PERIOD:  The license granted hereunder shall
be effective and terminate as of the dates specified in Schedule D (the "Term"),
unless sooner terminated or renewed in accordance with the terms and conditions
hereof.




4.

PAYMENT:




(a)

Royalty Rate. Licensee shall pay to Licensor a royalty
equal to the sum of the percentages set forth in Schedule E on all Net Sales (as
defined below) by Licensee of the Licensed Products.  The term "Net Sales"
shall mean the gross amount of sales of Licensed Products at the invoiced
selling price, net:




(i) normal and reasonable cash and quantity discounts; and 




(ii) actual returns for credit not to exceed two percent (2%) of
sales in any quarterly reporting period. 




No deduction shall be made by Licensee for uncollectible accounts
or for costs incurred in manufacturing, selling, distributing, advertising
(including cooperative allowances).




(b)

Minimum Royalties.




(i) During the Term, Licensee shall pay to Licensor a minimum
royalty consisting of an advance payment to be applied against a minimum
guarantee for the Term. The amounts of the advance and minimum guarantee and the
payment dates for such amounts are specified in Schedule F. No part of any such
minimum royalty for the Term shall in any event be repayable to Licensee. Any
royalty payments received by Licensor which exceed the Term's minimum royalty
 shall not be credited toward the next succeeding term's minimum royalty.





(ii) The royalties due from Licensee to Licensor pursuant to
Paragraph 4 (a) with respect to sales made of Licensed Products during the Term
shall be applied first against any advance payment made to Licensor for the
Term.  After such advance payment has been recouped for the Term, all
royalties due with respect to sales made of Licensed Products during the Term
that are in excess of the advance payment made to Licensor for the Term shall be
paid by Licensee to Licensor in accordance with this Paragraph 4.  If as of
the date the minimum guarantee is due for the Term, the total of the advance
payments and royalty payments made to Licensor with respect to sales made of the
Licensed Products during the Term is less than the minimum guarantee for the
Term, Licensee shall pay to Licensor on the expiration of the Term the
difference between the minimum guarantee less all prior advance payments and
royalty payments made by Licensee to Licensor with respect to the Term.
 Licensee shall also pay to Licensor when due any royalty payments due with
respect to sales of Licensed Products made during the last quarter of the Term
and the sell off period to the extent that such royalty payments exceed the
difference between the minimum guarantee for the Term less all prior advance
payments and royalty payments made by Licensee to Licensor with respect to the
Term.




(iii)
During any renewal term (“Renewal Term”), Licensee shall also pay Licensor a
minimum royalty consisting of an advance payment to be applied against a minimum
guarantee for the Renewal Term. The amounts of the Renewal Term advance and
minimum guarantee and the payment dates for such amounts are specified in
Schedule F.  No part of any such minimum guarantee for the Renewal Term
shall in any event be repayable to Licensee.  Any royalty payments received
by Licensor which exceed the Renewal Term=s minimum royalty shall not be
credited toward the prior Term or the next succeeding, if any, Renewal Term=s
minimum royalty.



















(iv) The royalties due from Licensee to Licensor pursuant to
Paragraph 4 (a) for sales made of Licensed Products during the Renewal Term
shall be applied first against any advance payment made to Licensor for the
Renewal Term.  After such advance payment has been recouped for the Renewal
Term, all royalties due with respect to sales made of Licensed Products during
the Renewal Term that are in excess of the advance payment made to Licensor for
the Renewal Term shall be paid by Licensee to Licensor in accordance with this
Paragraph 4.  If as of the date the minimum guarantee is due for the
Renewal Term, the total of the advance payments and royalty payments made to
Licensor with respect to sales made of the Licensed Products during the Renewal
Term is less than the minimum guarantee for the Renewal Term, Licensee shall pay
to Licensor on the expiration of the Renewal Term the difference between the
minimum guarantee less all prior advance payments and royalty payments made by
Licensee to Licensor with respect to the Renewal Term.  Licensee shall also
pay to Licensor when due any royalty payments due with respect to sales of
Licensed Products made during the last quarter of the Renewal Term and the sell
off period to the extent that such royalty payments exceed the difference
between the minimum guarantee for the Renewal Term less all prior advance
payments and royalty payments made by Licensee to Licensor with respect to the
Renewal Term.




(c)

Periodic Statements. Within twenty (20) days after the end
of the calendar quarter in which the initial shipment of Licensed Products is
made, and thereafter within twenty (20) days after the end of each calendar
quarter, Licensee shall furnish to Licensor (in a form to be supplied by
Licensor, or in the absence thereof, in a form acceptable to Licensor) complete
and accurate statements certified to be accurate by Licensee showing the number,
description, gross sales price, itemized deductions from gross sales price, and
the Net Sales of each Licensed Product sold by Licensee and any returns made
during the period, together with a computation of the royalties due. Licensee
shall provide such statements to Licensor whether or not any of the Licensed
Products have been sold during said period. All information shall be shown
separately for each country within the Territory. Licensee agrees that royalty
reports will indicate clearly (by name or character or similar description) the
Licensed Products sold and will be given in sufficient detail to enable Licensor
to separate royalties by Licensed Products. It is understood that timely
rendering of all statements required hereunder is essential under the terms of
this Agreement.




(d)

Royalty Payments. Licensee shall remit the royalties due
for each calendar quarter within twenty (20) days after the end of each calendar
quarter, and payment shall be made with the statement rendered for that quarter.
The receipt or acceptance by Licensor of any of the statements hereunder, or any
royalties paid hereunder, or the cashing of any royalty check paid hereunder,
shall not preclude Licensor from questioning the correctness thereof at any
time. In the event that any inconsistencies or mistakes are discovered in such
statements or payments, they shall immediately be rectified by Licensee and
Licensee shall make appropriate payment to the Licensor within fifteen (15) days
of such discovery.




(e)

Records and Audits. At its principal place of business,
Licensee shall keep and maintain accurate records of the transactions underlying
the statements to be furnished hereunder.  Licensee shall allow
representatives of Licensor during office hours, upon reasonable notice and at
reasonable intervals (not to exceed two times per calendar year), to audit and
make copies of such records for the purpose of ascertaining the correctness of
such statements. If any such audit shall disclose any deficiency of
five percent (5%) or more, Licensee shall pay, in addition to such
deficiency, the actual and reasonable cost of such audit. Upon demand of
Licensor, not to exceed two times per calendar year, Licensee shall at its own
expense furnish to Licensor a detailed statement signed and verified by
Licensee's chief financial officer showing the number, description, gross sales
price, itemized deductions from gross sales price and Net Sales of the Licensed
Products covered by this Agreement distributed and/or sold by Licensee (and any
of its affiliated, associated, or subsidiary companies) up to the date of
Licensor's demand. All books of account and records shall be kept available for
at least three (3) years after the termination or expiration of this
Agreement.




(f)

Payments. Until otherwise instructed in writing by
Licensor, all payments of royalties hereunder including advance payments and
minimum guarantees, shall be made in the currency set forth in Schedule I to the
order of "Agent", as defined in Schedule J, or to any other party
designated by Licensor in writing. In the event Licensee fails to make any
payment due hereunder in a timely manner, any such late payment shall bear
interest at the rate of the twelve (12%) per annum calculated from the date such
payment was due until the date such payment is received by Licensor or by any
other party designated by Licensor in writing.




5.

LICENSED PRODUCTS, QUALITY AND APPROVALS:




In order to ensure that the Licensed Products are consistent with
the values, mission and purposes of Licensor and consistent with the protection
of the good will in the Property, Licensee agrees as follows:




(a)

General Quality.  Licensee agrees that the Licensed
Products shall: 




 (i) be of high standard and of such style, appearance
and quality so as to protect and enhance the Property and the good will
pertaining thereto; 




(ii) meet Licensor's quality standards and specifications;
and 




(iii) be manufactured, sold, distributed, advertised, and
promoted in accordance with all applicable U.S. and foreign federal, state and
local laws, regulations, and ordinances. 




(b)

Preapproval of Licensed Products & Related Materials.
 Before distributing, selling, advertising, or promoting each of the
Licensed Products, Licensee shall deliver to  Licensor, for each of the
Licensed Products, free of cost, for Licensor’s written approval, the following
in the order listed: 



















(i) sketches; 




(ii) finished artwork and final proofs; 




(iii) pre-production samples or strike-offs; 




(iv) the number of post-production samples of each Licensed
Product as set forth in Schedule K; and




(v) all other finished cartons, labels, containers, packing and
wrapping material, and similar materials upon which the Property appears
(collectively the "Related Materials").  For purposes of this Agreement,
Licensor=s approval shall include the approval of any other parties who may have
contractual rights in the Licensed Products and the Related Materials.  At
the time of initial shipment of each of the Licensed Products, Licensee shall
deliver to Licensor fifteen (15) samples of each such Licensed Product.




(c)

Packaging/Components. Licensor shall have the right to
approve how each of the Licensed Products is packaged, and shall have the right
to approve which Licensed Products and other products may be packaged
together.




(d)

Additional Samples. In addition to the samples provided to
Licensor pursuant to Paragraph 5(b), Licensor may request, from time to time, up
to twelve (12) samples per year, individual random samples of each Licensed
Product and the Related Materials.




(e)

Notices.  Licensee shall cause to appear on or within
each Licensed Product and all Related Materials the notice set forth in Schedule
G, or other notice specified by Licensor.




(f)  

Advertising, Promotional and Display Materials.
 Before finalizing, using or distributing any advertising, promotional,
display or other similar materials bearing the Property, Licensee shall deliver
same to Licensor for its prior written approval.




(g)

Approvals. All items requiring approval pursuant to this
Paragraph 5 shall be delivered to Licensor.  Licensor shall use reasonable
commercial efforts to approve or disapprove all items submitted within ten (10)
business days of the receipt of such items by Licensor.  Each item
submitted by Licensee shall be deemed disapproved by Licensor if Licensee has
not received the written approval of Licensor of the item in question within
twenty (20) days after its receipt by Licensor.




6.

ARTWORK AND OWNERSHIP OF PROPERTY:




(a)

Artwork.  Licensor shall provide to Licensee, free of
charge, one set of digital artwork supplied on CD-ROM (depicting some, but not
necessarily all, of the Property) that Licensor generally makes available to its
merchandise licensees.  All artwork and related material on said CD-Rom as
well as any original artwork and designs created by Licensee or under Licensee=s
authority and involving the Property, (notwithstanding their invention,
creation, or use by Licensee), shall be and remain the property of Licensor; and
Licensor shall be entitled to use the same and to license the use of same by
others without restriction. Licensee agrees that any such artwork and Related
Materials shall be considered “work made for hire” as that term is defined in
The Copyright Act of 1976, as a work created as a contribution to a collective
work, a supplementary work, a compilation, or otherwise; provided, however, that
if and to the extent any such artwork and Related Materials shall not be
considered “work for hire”, Licensee hereby assigns any and all of its right,
title, and interest in such artwork and related materials to Licensor and shall
take all steps reasonably necessary to assist Licensor to effectuate such
assignment. 




(b)

Ownership of Property.  




(i)  Licensee recognizes all of Licensor's rights and
interests in and to the Property, and that all use of the Property licensed
hereunder inures to the benefit of Licensor or its grantor(s).  Licensee
shall not take any action which may harm or adversely affect Licensor=s rights
or goodwill in the Property, including without limitation using or registering a
name or mark which is identical to or confusingly similar to any name or mark
included in the Property, and, further, Licensee shall not during the Term or at
any time after expiration or termination of this Agreement, challenge the
validity of Licensor=s ownership of the Property. 




(ii)  No right, title, or interest, in and to the property
except the license interest granted by Paragraph 1 hereof, is transferred by
this Agreement.   Licensee hereby assigns, transfers and conveys to
Licensor or its grantor(s) all trademarks, service marks, trade dress,
copyrights, equities, good will, titles or other rights in and to the Property
which may have been obtained by Licensee or which may have vested in Licensee as
a result of its activities under this Agreement, and Licensee will, at
Licensor's expense in connection with the preparation thereof, execute any
instruments reasonably requested by Licensor to confirm the foregoing, including
the documents referenced in Paragraph 9 of this Agreement. No consideration
other than the mutual covenants and consideration of this Agreement shall be
necessary for any such assignment, transfer or conveyance. 




(iii) Licensor shall acquire no right, title or interest in or to
any trademarks, service marks, trade dress and/or copyrights owned by Licensee
and used by Licensee in connection with the Property (“Licensee IP”), which
rights to such Licensee IP shall be and remain those of Licensee.




7.

EXPLOITATION BY LICENSEE:




As a result of entering into this Agreement with Licensee,
Licensor may be foregoing other opportunities and, accordingly: 











 

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(a)

  Channels of Distribution.  




 (i) Licensee shall diligently and continuously manufacture,
sell, distribute, advertise, and promote the Licensed Products during the Term,
and shall make and maintain adequate arrangements for the distribution of the
Licensed Products solely to the Channels of Distribution set forth in Schedule
M.  Licensee shall offer the Licensed Products for sale in substantial
quantities by the marketing date specified in Schedule H, with delivery within a
reasonable time thereafter, including at least one of the Licensed Products in
each of the categories listed in Schedule B.  




(ii) If, at any time thereafter, Licensee for a period of three
(3) consecutive months has failed to sell any of the Licensed Products (or any
class or category of the Licensed Products) covered hereunder to any of the
Channels of Distribution set forth in Schedule M, Licensor, in addition to all
other remedies available to it hereunder, may terminate this license with
respect to such Licensed Products or class or category thereof which have not
been sold during such period by giving written notice of termination to such
effect to Licensee.  Such written notice of termination shall become
effective thirty (30) days thereafter with respect to any Licensed Products (or
any class of category of the Licensed Products) that has not been sold within
said thirty (30) day cure period.




(b)

Sale/Distribution.  With regard to the sale and
distribution of the Licensed Products covered by this Agreement, Licensee agrees
as follows:




(i) Licensee shall sell and distribute the Licensed Products
outright and not on an approval, consignment, or guaranteed sale or return
basis;




(ii) except with the prior written consent of Licensor, Licensee
shall not directly or indirectly sell or distribute the Licensed Products for
Promotional Purposes (defined below). 




(iii) except with the prior written consent of Licensor, Licensee
will not use, or knowingly permit the use of, the Licensed Product as a Premium
(defined herein).  The term "Premium" includes, but is not limited to, free
or self-liquidating items offered to the public in conjunction with the sale or
promotion of a product or service, including traffic building or continuity
visits by the consumer/customer, or any similar scheme or device, the prime
intent of which is to use the Licensed Product(s) in such a way as to promote,
publicize and/or sell the products, services, or business image of the third
party company or manufacturer.  "Premium" also includes distribution of the
Licensed Products for retail sale through distribution channels offering earned
discounts or "bonus" points based upon the extent of usage of the offeror's
product or service; and




(iv) in the event that any sale is made at a special price to any
of Licensee's subsidiaries or to any other person, firm or corporation related
in any manner to Licensee, or its officers, directors, or major stockholders,
there shall be a royalty paid on such sales based upon the price generally
charged the trade by Licensee.




Licensor specifically reserves the sole and exclusive right unto
itself to use, manufacture, sell, and/or directly or indirectly distribute, or
license third parties to use, manufacture, sell, and/or distribute, products
similar to or the same as the Licensed Products, which may use all, some, or
none of the Property, for Promotional Purposes.  “Promotional Purposes”
shall be defined to include any of the following, regardless of whether the
product(s) is given away free or a fee is charged to the end consumer:
promotions including on-pack promotions, in-pack promotions, instant win games,
tours or exhibitions; and any other premium or promotion; any giveaway; any
sweepstakes or contest; any mail order; any movie, video, or show, or
record-related promotion, premium, or publicity; or any other similar type of
publicity.  Licensee specifically acknowledges that Licensor may exercise
its rights contained in this concurrently with the rights exercised to Licensee
under this Agreement;




(c)

Distributors.  Licensee shall advise all of its
distributors of the Channels of Distribution set forth above.  Licensee
shall be liable for any sale by such distributors or, of Licensed Products
outside of the Channels of Distribution set forth in Schedule M.




(d)

Suggested Retail Price.  Licensee agrees to keep
Licensor, at Licensor's request, advised of the wholesale and suggested retail
prices at which Licensee sells the Licensed Products covered hereunder.




(e)

Sales to Licensor.  Licensee agrees to sell to
Licensor such reasonable quantities of the Licensed Products as Licensor shall
request at a rate at least as low and on as good terms as Licensee sells similar
quantities of the Licensed Products to the general trade.




8.

LICENSOR'S LIMITED WARRANTY: 




(a)

Limited Warranty.    Licensor represents and
warrants that (i) Licensor controls all such rights and interest in the Property
as are required to permit Licensor to enter into this Agreement and grant the
rights herein granted (ii) and the Property does not infringe upon the
copyrights, trademarks or other intellectual property rights of any third
party.




(b)

Licensor Indemnity.   Licensor shall indemnify
Licensee and shall defend Licensee against, and hold Licensee harmless from, all
claims, liabilities, suits, losses, damages, and expenses (including reasonable
attorneys' fees) brought by a third party against Licensee arising out of or
relating to any breach or alleged breach by Licensor of any of its duties,
obligations, representations and warranties set forth herein.




(c)

LIMITATION ON WARRANTY. ASIDE FROM THE WARRANTIES NOTED
ABOVE, LICENSOR DISCLAIMS 








 

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ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
PROPERTY. EXCEPT FOR ANY LIABILITY OF LICENSOR PURSUANT TO PARAGRAPH 8(b), IN NO
EVENT SHALL LICENSOR BE LIABLE FOR ANY MATTER WHATSOEVER RELATING TO (1) THE USE
BY LICENSEE OF THE PROPERTY, OR (2) THE MANUFACTURING, MARKETING, ADVERTISING,
DISTRIBUTION, SALE AND/OR PROVISION BY LICENSEE OF ANY PRODUCTS AND/OR SERVICES
UNDER OR IN CONNECTION WITH THE PROPERTY.  NOTWITHSTANDING ANYTHING HEREIN
OR IN ANY OTHER AGREEMENT BETWEEN THE PARTIES, REGARDLESS OF THE TYPE OF CLAIM,
LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN
IF INFORMED THAT THEY MAY OCCUR. 




9.

PROTECTION OF LICENSOR'S RIGHTS: 




(a)

Infringements by Third Parties.    Licensee
shall promptly notify Licensor in writing of any infringements, improper usage
or imitations of the Property on Licensed Products similar to those covered by
this Agreement which may come to Licensee's attention.  Licensor shall have
the sole right to commence and/or defend a legal action or negotiate a
settlement relating to any alleged infringement of the Property. Licensee shall
not institute any suit or take any actions on account of any such infringements,
improper usages or imitations without first obtaining the written consent of the
Licensor.  Licensee shall use its best efforts to give Licensor all
reasonable assistance and cooperation in any such legal action including, but
without limitation, executing reasonably necessary documents and giving
reasonably necessary testimony to permit Licensor, in its own name and/or on
behalf of Licensee or jointly, to commence or defend the legal action. If
Licensor wishes to commence litigation in the name of Licensee or name Licensee
as a party to such suit, Licensor shall obtain Licensee=s prior written
approval, such approval not to be unreasonably withheld. Any reasonable out of
pocket costs incurred by Licensee in rendering such assistance requested by
Licensor shall be paid for or reimbursed by Licensor. Licensor shall be entitled
to any recovery or damages collected as a result of such legal action or
negotiated settlement.  No settlement by Licensor shall impose a monetary
liability on Licensee without Licensee=s consent to such settlement.




(b)

Alleged Infringements by Licensor.   With respect
to any claim or suit that Licensor is not possessed of such right, title, and
interest in the Property as to be entitled to grant this license to Licensee,
Licensor shall have the option to undertake and conduct the defense of any suit
so brought and no settlement of any such claim or suit shall be made without the
prior written consent of Licensor.  Licensee agrees to cooperate fully with
Licensor in any such action. Any reasonable out of pocket costs incurred by
Licensee in rendering such assistance requested by Licensor shall be paid for or
reimbursed by Licensor.




(c)

Copyright Documents.   At Licensor's sole cost
and expense, Licensee agrees to assist Licensor with protecting Licensor's
Property, including without limitation, executing the form of Copyright
Assignment attached hereto as Exhibit B, which form shall be signed by Licensee
simultaneously with Licensee’s execution of this Agreement.




10.

LICENSEE WARRANTY AND INDEMNITY:




(a)

Licensee Warranty.   Licensee expressly warrants
that it is authorized to enter into this Agreement.  Licensee further
represents and warrants that Licensee and its affiliates, shall assume full
responsibility for all acts, omissions and misrepresentations by Licensee, its
affiliates, agents, employees and third party manufacturers arising out of or
relating to:




(i) any and all uses of the Property, (subject to any Licensor
liability pursuant to Paragraph 8(b) above); and




(ii) the manufacture, distribution, sale and advertisement of the
Licensed Products.




(b)

Licensee Indemnity.   Licensee shall indemnify
Licensor and shall defend Licensor against, and hold Licensor harmless from, all
claims, liabilities, suits, losses, damages, and expenses (including reasonable
attorneys' fees) brought by a third party against Licensor arising out of or
relating to any breach or alleged breach by Licensee of any of its duties,
obligations, representations and warranties set forth herein, including, without
limitation, claims based on:




(i) any alleged or actual unauthorized use of any intellectual
property right (including, but without limitation, any copyright, patent,
trademark, or other intellectual property right) by Licensee in connection with
the Licensed Products (except for claims that the Property infringes any
copyright, patent, or trademark); or




(ii) any alleged or actual defect in the Licensed Products
(including, but without limitation, any claim of product liability); 




(iii) any alleged or actual act or omission by Licensee or
Licensee's agents, third party manufacturers or employees (whether wrongful,
negligent, or otherwise) in connection with the Licensed Products or this
Agreement: or




(iv) Licensee’s or any third party’s design, manufacture,
distribution, shipment, advertising, promotion or sale of the Licensed Products
or the packaging material.




(c)

Defense.   Upon notice from Licensor, Licensee
shall undertake the defense of any such claim or suit.  In such event,
Licensor shall have the right 




(i) to approve the attorney selected by Licensee, such approval
not to be unreasonably withheld;








 

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(ii) to be kept informed at all times about such claim or suit;
and 




(iii) to approve any settlement offer or agreement (other than one
solely for money damages where Licensee pays the full amount of such
settlement), such approval not to be unreasonably withheld.




Notwithstanding the above, Licensor shall have the right to defend
any such action with attorneys of its own selection.




As used in this paragraph 10 only, "Licensor" shall also
include the grantor(s), officers, directors, employees and agents (including
4Kids Entertainment Licensing, Inc. and affiliates) of Licensor and its
affiliates and the officers, directors and employees of any other indemnitees.
 This indemnity shall survive the termination or expiration of this
Agreement.




11.

INSURANCE:

 




(a)

Type of Insurance/Amount.  During the Term and any
Renewal Term, Licensee shall obtain and maintain, at its own expense,
comprehensive general liability insurance (including products' liability
insurance) and advertisers liability, from an insurance company acceptable to
Licensor, providing adequate protection for Licensee against any claims,
liabilities, suits, losses, damages and expenses arising out of or relating to
the circumstances set forth in Paragraphs 10 and 20(c), in the minimum annual
amount of U.S. Three Million and no/100 Dollars (U.S. $3,000,000) per occurrence
with no deductible and in the annual aggregate amount of U.S. Five Million and
no/100 Dollars (U.S. $5,000,000), with no deductible. Such insurance shall
remain in full force during the Term, any Renewal Term, and for a period of
three (3) years thereafter.  




(b)  Certificate/Additional Insured.
 Simultaneously with the execution of this Agreement by Licensee, and
thereafter as requested by Licensor, Licensee shall provide Licensor and Agent
with a certificate of insurance (the original or a translation of which must be
provided in English) evidencing such insurance.  Licensor and Agent shall
be named as additional insureds on such insurance coverage.  Such
certificate shall provide for ten (10) days notice to Licensor from the insurer
by certified or registered mail, return receipt requested, of any modification,
cancellation or termination.  




12.

LIMITATION OF LIABILITY: IN NO EVENT SHALL LICENSOR BE
LIABLE TO LICENSEE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT
DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT) WHETHER OR
NOT LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED,
WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE.
 ANY LIABILITY OF LICENSOR FOR ANY AND ALL CAUSES OF ACTION WITH RESPECT TO
THIS AGREEMENT AND THE RIGHTS GRANTED HEREIN SHALL BE LIMITED TO THE AMOUNT OF
ROYALTIES PAID BY LICENSEE TO LICENSOR HEREUNDER.




13.

DEFAULT AND TERMINATION: 




(a)

Bankruptcy.   This Agreement may be terminated by
Licensor, in its sole discretion to the fullest extent permitted by law at the
time of the occurrence, if: 




(i) a petition in bankruptcy is filed by or against Licensee, or
if Licensee becomes insolvent, or makes an assignment for the benefit of its
creditors or an arrangement pursuant to any bankruptcy law; or 




(ii) Licensee discontinues its business or if a receiver is
appointed for it or its business.




(b)

Licensee Infringement.   This Agreement may be
terminated by Licensor, in its sole discretion, if Licensee becomes subject to
or otherwise involved in any claim or lawsuit of the kind set forth in Paragraph
10 herein, which in the sole judgment of Licensor materially interferes with
Licensee’s ability to perform its duties and obligations hereunder or harms the
reputation of Licensor or the Property.




(c)

Unapproved Merchandise/ Unapproved Distribution.
  In the event that Licensee ships or sells any Licensed Product that
has not been fully approved in writing by Licensor (including written approval
of Licensor for the Related Materials) or in the event that Licensee sells, or
any distributor of Licensee sells, Licensed Products outside of the Channels of
Distribution set forth on Schedule M, Licensor shall have the right to terminate
this Agreement immediately by delivering a written notice to Licensee.  In
addition to Licensor=s rights and remedies at law or in equity or pursuant to
this Agreement which rights and remedies shall be deemed to be cumulative and in
addition to the rights and remedies set forth herein, Licensee agrees to pay
Licensor as liquidated damages and not as penalty a royalty of twenty five (25%)
of Net Sales of all such unapproved Licensed Products that have been sold or on
any Licensed Products sold outside the Channels of Distribution set forth on
Schedule M.  Licensee further agrees to pay Licensor for the cost of an
audit to determine the quantity of unapproved Licensed Products sold by Licensee
or Licensed Products sold outside the Channels of Distribution set forth on
Schedule M.  Licensee shall also immediately cease and desist from selling
such unapproved Licensed Products and shall recall all such unapproved Licensed
Products from wholesalers and retailers.  Licensee shall also immediately
recall any Licensed Products sold in any unauthorized Channels of Distribution
from such unauthorized distributors or retailers.

 

(d)

Assignment Without Consent.   This Agreement may
be terminated by Licensor in its sole discretion, immediately upon written
notice if Licensee voluntarily or involuntarily breaches Paragraph 20 of this
Agreement.











 

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(e)

Failure to Distribute. Licensor shall have the right to
terminate this Agreement as provided in and in accordance with Paragraph 7 in
the event Licensee fails to distribute the Licensed Products as required by
Paragraph 7.




(f)

This Agreement may be terminated by Licensor in its sole
discretion, in the event Licensee becomes subject to a voluntary or involuntary
order or notice of any governmental agency involving the recall of any Licensed
Product or packaging material because of safety, health or other hazards of risk
to the public.




(g)

Other Breach.   In addition to the other events
of default and termination set forth above in this Paragraph 13, this Agreement
may be terminated by Licensor if Licensee breaches any other covenant or fails
to perform any of its other obligations under the terms of this Agreement and
 Licensee fails to remedy such breach within thirty (30) days of Licensee’s
receipt  of Licensor’s written notice of breach; provided however, that
with regard to any failure or breach relating to Licensee’s obligations with
respect to copyright, trademark or service mark notices, monetary payments or
royalty statements, Licensee’s cure period shall be fifteen (15) days from
Licensee=s receipt of Licensor’s written notice of breach.




14.
     EFFECT OF TERMINATION:   




(a)

Termination of Right to Sell.   In the event this
license is terminated as provided above in Paragraph 13, Licensee, its
receivers, representatives, trustees, agents, administrators, successors, and/or
assigns shall have no right to sell, exploit, or in any way deal with or in any
Licensed Products or any Related Material.  Termination of the license
under the provisions of this Agreement shall be without prejudice to any rights
which Licensor may otherwise have against Licensee.




(b)

 Royalties and Minimum Guarantee Due on Termination.
  Upon termination of this license, all royalties on sales theretofore
made shall become immediately due and payable; no advances against royalties
shall be repayable; and the balance of any minimum royalty shall be immediately
due and payable.




(c)

Reversion of Rights.  Upon or  after the
expiration or termination of this license, all rights granted to Licensee
hereunder shall forthwith revert to Licensor, and Licensee shall refrain from
further use of the Property or any further reference to it, direct or indirect,
or anything deemed by Licensor to be similar to the Property in connection with
the manufacture, sale, distribution, or promotion of Licensee's products, except
as provided in Paragraph 16 and Licensee shall deliver to Licensor all Related
Materials and advertising or promotional materials related to the Property.
 




15.

FINAL STATEMENT UPON TERMINATION OR EXPIRATION:  Sixty
(60) days before the expiration of this Agreement and, in the event of its
termination, ten (10) days after receipt of notice of termination or the
happening of the event which terminates this Agreement where no such notice is
required, a statement showing the number and description of Licensed Products
covered by this Agreement on hand or in process shall be furnished by Licensee
to Licensor.  Licensor shall have the right to take a physical inventory to
ascertain or verify such inventory and statement, and refusal by Licensee to
submit to such physical inventory by Licensor shall forfeit Licensee's right to
dispose of such inventory, Licensor retaining all other legal and equitable
rights Licensor may have in the circumstances.




16.

DISPOSAL OF STOCK UPON TERMINATION OR EXPIRATION:
  




(a)

Sell-Off.   After termination or expiration of
this Agreement, (unless such termination by Licensor is due to a default or
material breach of this Agreement by Licensee), Licensee may dispose of approved
Licensed Products covered by this Agreement which are on hand or in process at
the time notice of termination is received or upon the expiration date,(it being
agreed that Licensee may not produce quantities of additional Licensed Products
during the last three (3) calendar quarters that are in excess of the then
current demand for such Licensed Products) for the sell-off period set forth in
Schedule L on a non-exclusive basis, provided Licensee is not in breach or
otherwise in default under this Agreement.  All applicable royalties shall
be paid on Licensed Products sold during the sell-off period within twenty (20)
days following the expiration of the sell-off period. If this Agreement is
terminated by Licensor due to a default or material breach by Licensee, Licensee
shall not have any right to sell-off any Licensed Products.




(b)

Faulty Copyright or Trademark Notices.
  Notwithstanding anything to the contrary herein, if Licensor
terminates this Agreement due to the failure of Licensee to comply with
Paragraph 5 Licensee shall not manufacture, sell, or dispose of any Licensed
Products covered by this license after its expiration or its termination.
 




(c)

Inventory.   Licensor may, at its sole
discretion, purchase any or all of Licensee=s remaining inventory during or
after the sell-off period at a price equal to the cost of manufacture.




17.

LICENSOR'S REMEDIES:  Licensee acknowledges that its
failure (except as otherwise provided herein) to cease the manufacture, sale,
distribution, advertising, or promotion of the Licensed Products covered by this
Agreement or any class or category thereof at the termination or expiration of
this Agreement or any portion thereof may result in immediate and irreparable
damage to Licensor and to the rights of any subsequent licensee.  Licensee
acknowledges and admits that there is no adequate remedy at law for such failure
to cease manufacture, sale, distribution, advertising, or promotion, and
Licensee agrees that in the event of such failure, Licensor shall be entitled to
equitable relief by way of temporary and permanent injunctions and such other
and further relief as any court of competent jurisdiction may deem just and
proper.




18.

NOTICES:  All notices and statements required under
this Agreement shall be in writing addressed to the parties at the addresses
above, unless notification of a change of address is given in writing.  All
notices shall be sent by: 








 

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(i) registered mail, return receipt requested;

(ii) overnight courier (e.g. Express Mail, Federal Express);
or

(iii) telefax or e-mail with a follow up copy by regular mail.
 




All statements of account may be sent by regular mail.  The
date of mailing shall be deemed the date the notice or statement is received by
a party.




19.

RELATIONSHIP BETWEEN THE PARTIES:  Neither party shall
represent itself as the agent or legal representative of the other party for any
purpose whatsoever, and neither party shall have the right to create or assume
any obligation of any kind, express or implied, for or on behalf of the other
party in any way whatsoever.  This Agreement shall not create or be deemed
to create any agency, partnership, or joint venture between the parties.




20.

NO ASSIGNMENT OR SUBLICENSE: 




(a)

No Assignment.   This Agreement is personal to
Licensee and may not be sold, assigned, delegated, sublicensed or otherwise
transferred or encumbered, in whole or in part, including without limitation, by
operation of law, without the prior written consent of Licensor, which consent
may be withheld by Licensor in its sole discretion.  For purposes of
determining whether an assignment of this Agreement by Licensee (but not by
Licensor) has occurred under this Paragraph 20, a merger of Licensee into
another business entity or a merger of another business entity into Licensee;
the sale or transfer of more than fifty percent (50%) of the stock of Licensee
or substantially all of Licensee=s assets, shall be deemed an assignment
requiring notice to, and the prior written consent of, Licensor, which consent
may be withheld by Licensor in its sole discretion.  Any attempted sale,
assignment, delegation, sublicense or other transfer in violation of the
preceding sentences shall be deemed null and void, and of no effect, and in such
event, notwithstanding anything in this Agreement to the contrary, Licensor
shall have the immediate, unqualified right to terminate this Agreement in
addition to all other rights and remedies it may obtain due to Licensee=s
breach.  




(b)

Licensor Assignment.   This Agreement may be
assigned by Licensor upon written notice to Licensee but without any consent,
provided, however, that any such assignment shall not release the Licensor from
its obligations to the Licensee under this Agreement. 




 (c)

Third Party Manufacturer.   Nothing herein shall
be deemed to prevent Licensee from causing the Licensed Products to be
manufactured by third parties subject to and in accordance with the terms and
conditions of this Agreement on condition that Licensee shall indemnify Licensor
against any loss or damage arising as a result of any breach by any third party
manufacturer of Licensee=s obligations under the Agreement or otherwise arising
out of acts, omissions or misrepresentations by any third party manufacturer in
derogation of Licensor=s rights in and to the Property.  If any
 manufacturing of the Licensed Products shall be conducted outside the
Territory, in addition to any other obligations under this Agreement, Licensee
shall advise Licensor in advance of the name, address and manufacturing location
and any third party contractors shall sign the “Manufacturer=s Agreement” set
forth in Exhibit A annexed hereto.  




(d)

Successors and Assigns.    Subject to the
restrictions against assignment provided above, this Agreement shall be binding
upon and inure to the benefit of the parties, their successors and assigns.




21.

FORCE MAJEURE:  The inability of Licensee to commence
or complete its obligations hereunder by the dates herein required resulting
from delays caused by strikes, picketing, insurrection, acts of God, war,
emergencies, shortages, or unavailability of materials, limitations imposed by
exchange control regulations or foreign investments regulations, or other causes
beyond Licensee's reasonable control, except Licensee=s obligation to remit
royalty payments, shall excuse performance during the continuation thereof and
extend the period for the performance of the obligations for the period equal to
the period(s) of any such delay(s).  Notwithstanding the foregoing, in the
event performance by Licensee is suspended for three (3) consecutive months in
accordance with this Paragraph 21, then Licensor may, by written notice to
Licensee, elect to terminate this Agreement without any liability for either
Licensor or Licensee. 




22.

ENTIRE AGREEMENT:  This Agreement is intended by the
parties as a final and complete expression of their agreement with respect to
the subject matter hereof, and supersedes any and all prior and contemporaneous
agreements and understandings relating to it.




23.

MODIFICATION AND WAIVER:  This Agreement may not be
modified and none of its terms may be waived, except in writing signed by both
parties.  The failure of either party to enforce, or the delay by either
party in enforcing, any of its rights shall not be deemed a continuing waiver or
a modification of this Agreement.




24.

SEPARABILITY:  If any part of this Agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction, it shall
not affect the validity of the balance of this Agreement, provided, however,
that if any provision of this Agreement pertaining to the payment of monies to
Licensor shall be declared invalid or unenforceable, Licensor shall have the
right, at its sole option, to terminate this Agreement upon giving not less than
ten (10) days written notice to Licensee.




25.

GOVERNING LAW/JURISDICTION:  The parties agree that
this Agreement shall be governed by the laws of the State of New York, or where
applicable, the laws of the United States as interpreted by federal courts in
the state of New York, as to all matters, without giving effect to the
principles of conflicts of law.  Licensor and Licensee agree that any
judicial proceeding brought against any of the parties to this Agreement arising
from this Agreement or any matter related hereto may be brought in the State
Courts situated in New York, New York, or in the United States District Court
Southern District of New York, located in New York, New York.  Licensee, by
execution of this 








 

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Agreement, hereby accepts for itself the non-exclusive
jurisdiction of the aforesaid courts.  Licensee further appoints
_________________, as its agent to receive on its behalf service of process in
any such proceeding covered by Paragraph 25.  The foregoing consent to
jurisdiction and appointment of agent for service of process shall not
constitute a general consent to service of process in the State of New York for
any purpose except as provided in this Paragraph 25 and shall not be deemed to
confer rights on any person other than the parties to this Agreement.




26.

COMPLIANCE WITH LAWS: Each party agrees that it will at all
times comply with all applicable laws and regulations.  Without limiting
the generality of the foregoing, neither party will export, re-export, transfer
or make available, directly or indirectly, any regulated items or information
to:




 (a)

anyone outside of the United States in violation of any export
laws and regulations of the United States or




 (b)

otherwise in violation of any laws and regulations of any country
or organizations of nations within whose jurisdiction either party may operate
or do business.  Licensee shall seek and obtain at its sole expense any
necessary regulatory consents and approvals with respect to the manufacture or
sale of the Licensed Products from any country or organizations of nations
outside of the United States within whose jurisdiction Licensee may operate or
do business.




27.

COUNTERPARTS: Counterpart copies of this Agreement may be
executed for the convenience of the parties, and each counterpart shall de
deemed to be an original instrument. 




28.

PARAGRAPH HEADINGS:  The headings of the Paragraphs
are for convenience only and in no way limit or affect the provisions
hereof.







IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the day and year first above written.

























 

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THE AMERICAN KENNEL CLUB

Merchandise License Agreement

SCHEDULE PAGE




Schedules Annexed to the License Agreement dated as of November
14, 2005, between The American Kennel Club ("Licensor") and Eternal Image, LLC
("Licensee").




Schedule A:      The
Property:         The  characters,
artwork, trademarks, logos, designs and 

               
visual representations associated with THE AMERICAN KENNEL CLUB




Schedule B:
     Licensed Products:
     Nonexclusive license for funerary line of AKC
branded urns. 







Schedule C:
     Territory:     US, its
territories and possessions; Canada 







Schedule D:
     Term:     November 14, 2005
through December 31, 2008 




Renewal Term:  

N/A







Schedule E:   Royalty Rate:
  8% of Net Sales up to and including $1,500,000 

10% of Net Sales over $1,500,000







Schedule F:  Minimum Royalty during
the Term: 




Advance Payment (due upon signature of deal memo):
  $10,000 (received) 




Minimum Guarantee (due by end of the Term):   $50,000
 (includes advance; balance to be

paid as follows: $10,000 due on

or before March 1, 2006;

$15,000 due on or before

August 1, 2006; $15,000 due on

or before February 1, 2007)







Minimum Royalty during the Renewal Term:  




Advance Payment (due on first day):
            N/A




Minimum Guarantee (due by end of the Renewal Term):
    N/A



































 

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THE AMERICAN KENNEL CLUB

Merchandise License Agreement

SCHEDULE PAGE




Schedule G:
     Notice:   




For Merchandising:




Licensor will advise Licensee of the correct copyright and
trademark notices during the art approval stage.







Schedule H:
     Marketing Date:   March/April 2006 




Ship Date:   May/June 2006 







Schedule I:
      Currency:   US DOLLARS 







Schedule J:
      Agent's Name and Address: 







4Kids Entertainment Licensing, Inc.




1414 Avenue of the Americas-6th Floor




New York, NY 10019 







Schedule K:     Number of
Samples of Each Licensed Product:      15 of each 




Schedule L:     Sell-Off Period:
    90 Days 




Schedule M:     Channels of
Distribution:




                            Pet
Store Chains
                     Mass
Retailers
                       Internet




























11 






The American Kennel Club




The Licensee:

Eternal Image, LLC




Contract No.:

5200




Expiration Date:

License agreement and this Manufacturer's Agreement (unless sooner
terminated or extended) will expire on:

December 31, 2008




The Licensed Products:

Funerary line of AKC branded urns.




The Property:

THE AMERICAN KENNEL CLUB




Name and address

of Manufacturer:













Territory of Manufacture:




Territory of Shipment:

US, its territories and possessions; Canada




In order to induce Licensor to consent to the manufacture of the
Licensed Products by the undersigned for the Licensee by ensuring that the
Licensed Products are consistent with the values, mission and purpose of
Licensor and consistent with the protection of the good will in the Property,
the undersigned agrees that (unless otherwise authorized by the Licensor, under
a similar manufacturer's agreement for another Licensee):




1)

It will not manufacture the Licensed Products to the order of
anyone but the Licensee, will invoice only the Licensee and will not ship to
anyone other than the Licensee or Licensee's customers.




2)

It will not subcontract production of the Licensed Products or
components which contain the Property without the prior written consent of the
Licensor.  




3)

It will not without the prior written consent of the Licensor
manufacture merchandise utilizing any of the copyrighted material and/or
trademarks owned by the Licensor other than the Licensed Products.




4)

It will permit the authorized representative of the Licensor to
inspect its activities and premises, books of account and invoices relevant to
the manufacture and supply of the Licensed Products.




5)

It will not publish or cause the publication of pictures of the
Licensed Products in any publication or promotional material, nor advertise the
fact that it is permitted to manufacture the Licensed Products.




6)

It will not take any action anticipated to harm or adversely
affect Licensor’s rights or related goodwill in the Property, nor will it
challenge the validity of or Licensor’s ownership of the Property, either during
the term of this Manufacturer’s Agreement or thereafter.




7) 

It will not use any name or mark, other than those included in the
Property as permitted hereunder, which is identical to or confusingly similar to
any name or mark included in the Property in the manufacture, distribution, sale
and/or advertisement or any goods or services.




8)

It will not register or use in any country any name or mark
identical to or confusingly similar to any name or mark included in the
Property.




9)

Upon expiration or termination of the License Agreement, or upon
notification by the Licensor, the undersigned manufacturer will immediately
cease manufacturing the Licensed Products and deliver to the Licensor or its
authorized representative evidence that the Property has been removed from any
molds, plates or other devices used to produce the Licensed Products, or in the
event removal is not practical or effective, that such molds or plates have been
destroyed.











12 









EXHIBIT B




COPYRIGHT ASSIGNMENT







FOR:

THE AMERICAN KENNEL CLUB MERCHANDISE & PROMOTIONAL
ITEMS










This agreement is
between The American Kennel Club (“Licensor”) 260 Madison Avenue, New York, NY
10016 and the company listed below (“Company”).




At the request of
Licensor or 4Kids Entertainment Licensing, Inc. (“4Kids”), 1414 Avenue of the
Americas, New York, NY 10019, Company has designed or may design artwork and
other materials (hereinafter the “Work(s)”) for one or more of the following
items: licensed products, merchandise and promotional items that are owned,
licensed to and/or otherwise the property of Licensor.




Company, for good and
valuable consideration, the receipt of which is hereby acknowledged, confirms
that all copyrights in and to the Works, on a worldwide basis, are the property
of Licensor, and does hereby sell, assign and transfer to Licensor all right,
title and interest in and to all such copyrights, including all copyrights
obtained from Company’s contractors and including any rights of renewal and
rights to apply for and secure registrations of such copyrights.  At
Licensor’s request and expense, Company will fully cooperate with Licensor and
will sign any documents reasonably requested by Licensor which may be necessary
to seek, maintain and enforce Licensor’ copyrights in the Works.  In the
event Company utilizes any independent contractors (“Contractor(s)”) to work on
the Works, such Contractor(s) shall be required to sign documents confirming
that Contractors’ assignment is a work made for hire and that all of
Contractors’ right, title and interest in and to the Works is owned by
Company.




For each Work listed
above, this Assignment shall be effective as of the day such Work was
completed.











13