f8k081209ex10_iconicbnd.htm


     

     

    EXHIBIT
10.1

     

    MERCHANDISING
LICENSE AGREEMENT

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	1. DATED:	As of June 12,
      2009,
	 	 
	2. LICENSOR:	
                                          PARAMOUNT
      LICENSING INC. ("PLI") 

                                          5555
      Melrose Avenue

                                          Los
      Angeles, California 90038

                                        
	 	 
	
                                             
      LICENSEE:

                                        	
                                          HARBREW
      IMPORTS, LTD. ("Licensee") 

                                          1174
      Route 109

                                          Lindenhurst,
      NY 11757

                                          Telephone:
      631-991-3174

                                          Attention:
      Mr. Richard DeCicco

                                        
	 	 
	3. PROPERTY:	The theatrical
      motion picture entitled "THE GODFATHER" (the "Picture").
	 	 
	4. LICENSED
      ARTICLE(S):	Italian organic
      Vodka and Scotch whiskey, sold in bottles. 
	 	 
	5. TERRITORY:	United
    States.
	 	 
	6. TERM:	
                                          Begins
      upon execution hereof by Licensee and PLI and ends June 30, 2014, unless
      sooner terminated as provided in Schedule "I" hereto.

                                           

                                          
                                            Provided
      that (a) Licensee is not in breach of any terms of this Agreement; (b) PLI
      has received by December 30, 2013 an amount equal to or greater than One
      Million United States Dollars (US$1,000,000.00) in royalties earned and
      paid from the actual sate of the Licensed Articles; (c) PLI receives, no
      later than May 31, 2014, written notice from Licensee of Licensee's desire
      to extend the Term, together with payment of Six Hundred Twenty Five
      Thousand United States Dollars (US$625,000.00) as an additional advance
      payment against royalties, which additional advance shall be the first
      installment of an additional guarantee of Two Million Five Hundred
      Thousand United States Dollars (US$2,500,000.00) (the "Additional
      Guarantee") due in connection with extending the Term; and (d) Licensee
      and PLI have agreed upon a payment schedule for the remainder of the
      Additional Guarantee no later than May 31, 2014; then the Term shall be
      extended until June 30, 2019, unless sooner terminated as provided in
      Schedule "I" attached hereto, subject to the terms of this Agreement. For
      the avoidance of doubt, the Additional Guarantee may not be cross-credited
      against any other payments which have already been paid or become due, and
      shall be recoupable solely from royalties earned from sales of the
      Licensed Articles which occur during the period from Jury 1, 2014 through
      June 30, 2019.

                                          

                                        
	 	 
	7.
      LICENSES GRANTED:	
                                          In
      consideration of the payments set forth below, and of and subject to the
      covenants, undertakings and agreements by Licensee in this Agreement, PLI
      hereby grants to Licensee the non-exclusive license (except as specified
      below) to use the Property only in connection with the Licensed Articles
      (per Paragraph 4 above), in the Channels of Distribution (per Paragraph 12
      below), in the Territory (per Paragraph '5 above), and during the Term
      (per Paragraph 6 above).

                                           

                                          Notwithstanding
      anything to the contrary herein, it is agreed that, provided Licensee has
      manufactured, distributed and commenced the marketing and sale of a
      substantial number of items of the Licensed Articles not later than the
      Marketing Date set forth below,
      then:

                                           

                                          
                                            (a)
      PLI will not authorize third parties to distribute and sell vodka based on
      the Picture in the Territory until August 31, 2011, subject to the terms
      of this Agreement; and

                                          

                                        
	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (b) provided PLI has
      received by August 31, 2011 an amount equal to or greater than Two Hundred
      Fifty Thousand United States Dollars (US$250,000.00) in royalties earned
      from the actual sale of the Licensed Articles, then PLI will not authorize
      third parties to distribute and sell vodka based on the Picture in the
      Territory until August 31, 2012.

            
	 	 
	 	
              Except as specified
      in the immediately preceding sentence, nothing in this Agreement shall be
      construed to prevent or restrict PLI's or its affiliates' rights to
      exploit or enter into agreements with third parties for the exploitation
      of rights the same as or similar to the rights licensed to Licensee
      hereinabove.

            


    

     

    
      
        	8. PAYMENT: 	a. Advance:	
                Sixty Thousand
      United States Dollars (US$60,000.00) payable upon execution hereof, and
      PLI's receipt of which shall be a condition precedent to the effectiveness
      of this Agreement.

              
	 	 	 
	 	b. Royalty
      Rate:	Five percent
      (5%).
	 	 	 
	 	
                c.  Guarantee:

              	
                Four
      Hundred Thousand United States Dollars (US$400,000.00), due and payable as
      follows:

                 

                (i) 
      Sixty
      Thousand United States Dollars (US$60,000.00), payable as the
      Advance;

                 

                (ii) One
      Hundred Thousand United States Dollars (US$100,000.00), due on or before
      November 1, 2010;

                 

                
                  (iii)
      One Hundred Thousand United States Dollars (US$100,000.00), due on or
      before November 1, 2011; and

                   

                  
                    (iv)
      One Hundred Forty Thousand United States Dollars (US$140,000.00), due on
      or before November 1,
2012.

                  

                

              


      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	9.
      MARKETING DATE(S):	
                                                  August
      31, 2009.

                                                
	 	 
	10. PLACE
      OF MANUFACTURE:	Italy (for the
      Vodka) and Scotland (for the Scotch whiskey).
	 	 
	11.
      APPROVALS: 	
                                                  All Licensed
      Articles and any related packaging and advertising must be approved by PLI
      in writing before distribution or sale by Licensee. Such approvals or
      disapprovals are within PLI's sole discretion, and
      any submission not approved in writing is deemed disapproved.

                                                
	 	 
	12.
      CHANNELS OF DISTRIBUTION:	
                                                  Notwithstanding
      anything to the contrary in Paragraphs 3 and 4.c. of Schedule "I" attached
      hereto, the Licensed Articles may be sold to distributors and wholesalers,
      and shall be distributed and made available for sale solely through the
      following Channels of Distribution: airport and duty-free stores, bars and
      taverns, club stores, grocery stores, restaurants, and specialty
      stores.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        	13.	ADDITIONAL
      TERMS:
	 	 
	 	
                                (a)  
      The balance of the terms shall be PLI's Schedule "I", attached hereto and
      incorporated herein by this reference,

                              
	 	 
	 	
                                (b) 
      Warrants: In
      addition to all payments due to PLI from Licensee hereunder, Licensee
      shall grant PLI (or an affiliate designated by PLO the following warrants
      ("Warrants") to acquire shares of Licensee's common stock (or the common
      stock of any successor entity to Licensee by merger or consolidation or
      otherwise, as set forth in Exhibit "C"
      hereto):

                              
	 	 
	 	
                                (i)   
      a warrant (the "First Warrant') with an exercise price of One Million
      Dollars ($1,000,000.00), at One Dollar ($1.00) per share, for One Million
      (1,000,000) shares; and

                              
	 	 
	 	
                                (ii)  
      a warrant (the "Second Warrant") with an exercise price of Two Million
      Dollars ($2,000,000.00), at One Dollar and Fifty Cents ($1.50) per share,
      for One Million Three Hundred Thirty-Three Thousand and Three Hundred
      Thirty-Four (1,333,334) shares. In the event PLI exercises the Second
      Warrant, it agrees that it shall exercise no fewer than Three Hundred
      Thirty-Three Thousand Three Hundred Thirty Three (333,333)
      shares.

                              
	 	 


                      

                    

                  

                

              

            

          

        

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 	
                The Warrants shall
      be issued together within thirty (30) days following the execution of this
      Agreement, and shall each vest over a five (5) year period, with the first
      one-fifth (1(5) vesting on the date of issue, and the remaining
      four-fifths (415) vesting in four (4) equal installments on the first,
      second, third and fourth anniversary dates of the execution of this
      Agreement. Licensee shall grant PLI (or its affiliated designee) the
      Warrants as set forth herein under such terms as shall be set forth in one
      or more separate agreements containing reasonable and customary
      provisions, including, without limitation, anti-dilution protections and
      registration tights, to be evidenced in a form as attached hereto as
      Exhibit "C" and incorporated herein as reference (the "Warrant
      Agreement"). With respect to the anti-dilution provisions specifically,
      the Warrant Agreement shall provide for adjustments of the First and
      Second Warrant shares and/or exercise price in connection with stock
      dividends, stock splits, reverse stock splits, reclassification of shares,
      combinations or mergers. The First Warrant and Second Warrant shall each
      expire five (5) years from the date of issue. For the avoidance of doubt,
      PLI shall be under no obligation to exercise either
    Warrant.

              
	 	 
	 	
                (c)  
      Samples: In
      line 1 of Paragraph 7.f, of Schedule "I", the words "fifty (50) samples"
      shall be deleted and replaced with "six (6)
      cases".

              
	 	 
	 	
                (d) 
      Warrantees
      and Indemnification: The following shall be added at
      the end of Section 9.a. of Schedule "I": "Licensee further represents and
      warrants that (a) the Licensed Articles shalt meet the highest quality of
      beverage industry standards in the Territory, and shall be in full
      conformity with all applicable laws, standards, regulations, and
      guidelines relating to health, product safety, labeling, and the
      importation, manufacture, production, distribution, and advertising of
      alcoholic beverages, including without limitation those of the United
      States Food and Drug Administration and all applicable federal, state, and
      local laws; and (b) Licensee has obtained all necessary approval(s) and
      certification(s) throughout the Territory for the importation,
      manufacture, production, distribution, and advertising of the Licensed
      Articles. In addition, Licensee
      represents and warrants that the Licensed Articles shall not be marketed
      for sale to minors
      "

              
	 	 
	 	(e)  Paragraph
      12 d. of Schedule "I" shall be deleted in its entirety. 
	 	 


      

       

    

    ACCEPTED
AND AGREED TO:

     

     

    
      	HARBREW
      IMPORTS, LTD. 

              ("Licensee")

            	 	
               PARAMOUNT
      LICENSING , INC.

              ("PLI")

            	 
	 	 	 	 
	By: /s/
      Richard John
      Decicco                                                        
      	 	By: /s/
      N.
      Becker                                                                       
      	 
	 	 	 	 
	Print Name: Richard
      John
      Decisso                                                  	 	Print Name:N.
      Becker                                                                
      	 
	 	 	 	 
	Title: President/
      CEO                                                                        
      	 	Title: SVP                                                                                  
      	 
	Contract No.
      280162