License Amending Agreement between Wal-Mart Canada and PCA Canada

Exhibit 10.35

    LICENCE
      AMENDING AGREEMENT 


     

    THIS
      AGREEMENT MADE the 7th day of February, 2003. 

    BETWEEN:

    


    WAL-MART
      CANADA CORP. 

    (previously
      Wal-Mart Canada Inc.)


     

    (hereinafter
      called “Wal-Mart”)

    OF
      THE
      FIRST PART

    


    -
      and
      -


     

    PCA
      PHOTO CORPORATION OF CANADA, INC. 

    (hereinafter
      called the “Licensee”)

     

    OF
      THE
      SECOND PART

     

    -
      and
      -


     

    PCA
      INTERNATIONAL, INC. 

    (hereinafter
      called the “Guarantor”)

     

    OF
      THE
      THIRD PART

    WHEREAS:

    


    
      	1.  	
              Wal-Mart
                and the Licensee entered into a Licence Agreement dated the 9th day
                of
                February, 1996, as amended by an agreement between all of them dated
                July
                8, 1997, whereby Wal-Mart Canada Corp. licensed the right to the
                Licensee
                to operate portrait studios in certain Wal-Mart stores (the “Licence
                Agreement”);

            


    

    


    
      	2.  	
              The
                Term as extended by the renewal term contemplated by s. 3.03 of the
                Licence Agreement will shortly expire in respect of certain of the
                Licence
                Schedules and the parties mutually desire to further extend the Term
                in
                respect of such Licence Schedules;

            


    

    


    
      	3.  	
              Wal-Mart
                and the Licensee wish to enter into this Agreement in order to amend
                the
                Licence Agreement to give effect to the foregoing on those terms
                more
                particularly set forth in this
                Agreement;

            


    

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
      covenants, conditions and agreements herein contained, other good and valuable
      consideration and the sum of Ten Dollars ($10.00) paid by each party to the
      other (the receipt and sufficiency of which are hereby acknowledged), the
      parties hereto do hereby covenant and agree, each with the other, as
      follows:

     

    
      	1.  	
              Unless
                otherwise defined in this Agreement, the capitalized terms used in
                this
                Agreement shall have the same meaning ascribed to them in the Licence
                Agreement.

            


    

    


    
      	2.  	
              The
                parties and the Guarantor covenant and agree that the Term in respect
                of
                those Licensee’s Businesses set out in Schedule “A” attached to and
                forming a part of this Agreement, is hereby extended, subject to
                earlier
                termination as provided for in the Licence Agreement, until 11:59
                p.m. on
                the “2nd
                Renewal Expiry (5 yrs)” date indicated on Schedule “A” in respect of each
                such Licensee’s Business.

            


    

    


    
      	3.  	
              All
                other terms and conditions of the Licence Agreement shall remain
                unamended
                and in full force and effect and time shall remain of the
                essence.

            


    

    


    IN
      WITNESS WHEREOF the parties have executed this Agreement this 6th day of
      February, 2003, with effect as of the date hereinabove set forth.

     

    WAL-MART
      CANADA CORP.

    


     

    Per:
      /s/
      Brian Rudderham
      c/s

    Brian
      Rudderham - Vice President & CFO

     

    PCA
      PHOTO CORPORATION OF CANADA, INC.

    


     

    Per:
      /s/
      Barry Feld
      c/s

    Name:
      Barry J. Feld

    Title:
      Chief Executive Officer

    I
      have
      the authority to bind the Corporation

     

    PCA
      INTERNATIONAL, INC.

    


    


    Per:
      /s/
      Barry Feld
      c/s

    Name:
      Barry J. Feld

    Title:
      Chief Executive Officer

    I
      have
      the authority to bind the Corporation


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      “A”

    


    


    
      	
              WAL-MART
                CANADA CORP

            	 	 	 
	
              PCA
                CORPORATION OF CANADA CORP

            	 	 	 
	 	 	 	 
	
              Wal-Mart
                Store #

            	
              Wal-Mart
                Store 

              Name

            	
              Commencement
                Date

            	
              Licence
                Expiry (5yrs)

            	
              1st
                Renewal Expiry (2yrs)

            	
              2nd
                Renewal Expiry (5 yrs)

            
	
              3002

            	
              BAIE
                COMEAU, PQ

            	
              22-Apr-96

            	
              22-Apr-01

            	
              22-Apr-03

            	
              22-Apr-08

            
	
              3005

            	
              BRANTFORD,
                ONT.

            	
              22-Apr-96

            	
              22-Apr-01

            	
              22-Apr-03

            	
              22-Apr-08

            
	
              3009

            	
              CALGARY,
                WESTBROOK

            	
              22-Apr-96

            	
              22-Apr-01

            	
              22-Apr-03

            	
              22-Apr-08