kl06044_ex10-2.htm


    
      

    

     

                                                                                        Exhibit
10.2

     

     

    Promotion
      License Agreement

    


    This
      Promotion License Agreement (this "Agreement") is made as of September 6, 2006,
      between KnowFat Franchise Company, Inc., a Delaware Corporation ("KnowFat")
      and
      George Foreman Ventures, LLC, a Delaware limited liability company ("GFVentures"
      and together with KnowFat, the "Parties").  Terms not otherwise
      defined herein shall have the meanings ascribed to them in the Services
      Agreement (defined below).

     

    WHEREAS,
      concurrently herewith, the Parties have entered into a certain Services
      Agreement (the "Services Agreement"), pursuant to which KnowFat agreed to issue
      common stock and make certain payments to GFVentures in exchange for the license
      granted and services to be performed under this Agreement;

     

    WHEREAS,
      GFVentures is the sole and exclusive owner of the right to use the name,
      likeness and other publicity rights of George Foreman ("Celebrity") identified
      more fully on Exhibit B attached hereto (the "Property") in connection
      with the promotion of restaurants and retail stores;

     

    WHEREAS,
      GFVentures has the power and authority to grant to KnowFat the right, privilege
      and license to use the Property in connection with the promotion of restaurants
      operated by KnowFat and its franchisees (the "Restaurants") and the retail
      stores operated by KnowFat and its franchisees located on the premises of the
      Restaurants that sell nutritional products (the "Stores"); and

     

    WHEREAS,
      KnowFat desires to obtain from GFVentures a license (subject to the terms and
      conditions hereof, including, without limitation, Section 1 below) to use the
      Property in connection with the promotion of the Restaurants and the Stores
      and
      to manufacture and distribute promotional materials in connection with the
      promotion of the Restaurants and the Stores.

     

    NOW,
      THEREFORE, in consideration of the Services Agreement and the foregoing premises
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the Parties hereby agree as follows:

     

    Section
      1.                          Grant.

     

    Subject
      to the terms and conditions hereof, GFVentures hereby grants KnowFat the
      world-wide non-exclusive license to use the Property during the Term in
      connection with the promotion of the Restaurants and the
      Stores.  Notwithstanding any implication herein to the contrary,
      KnowFat shall be prohibited from developing, selling or otherwise distributing
      any products that utilize any element of the Property without the prior written
      approval of GFVentures, which approval may be withheld by GFVentures in its
      sole
      discretion.

     

    Section
      2.                          Services.

     

    2.1.                      GFVentures
      shall cause Celebrity to perform the services outlined on Exhibit A (the
“Services”) during the Term

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    2.2.                      Celebrity
      shall perform the Services at times and places reasonably convenient to
      Celebrity.  KnowFat acknowledges that Celebrity shall not be required
      to perform services on any Saturday or Sunday, nor to perform services on any
      Wednesday outside of Houston or that would conflict with Celebrity's community
      and religious obligations on such day.

     

    Section
      3.                         Term
      and Termination.

     

    3.1.                      The
      license granted pursuant to this Agreement will commence on the Closing Date
      and
      continue through the Term, unless sooner terminated pursuant to this Agreement
      or the Services Agreement.

     

    3.2.                      KnowFat
      may terminate this Agreement after the Closing by giving written notice to
      GFVentures in the event that GFVentures is in breach of any of its material
      obligations under this Agreement or the Services Agreement and such breach
      is
      not cured within thirty (30) days following delivery by KnowFat to GFVentures
      of
      written notice of such breach.

     

    3.3.                      Without
      prejudice to any other rights or remedies available to GFVentures, GFVentures
      may terminate this Agreement at any time after the Closing by giving written
      notice to KnowFat in the event that KnowFat is in breach of any of its material
      obligations under this Agreement or the Services Agreement and such breach
      is
      not cured (x) within five (5) days following delivery by GFVentures to KnowFat
      of written notice of such a breach pertaining to KnowFat's payment or Share
      issuance obligations under the Services Agreement or (y) within thirty (30)
      days
      following delivery by GFVentures to KnowFat of written notice of such a breach
      pertaining to any of KnowFat’s other obligations hereunder or thereunder;
      provided, however, that if KnowFat is in breach of (a) any of the approval
      rights of GFVentures hereunder or (b) any of the provisions of Sections 4,
      6, 8,
      10 or 12 hereunder, GFVentures may terminate this Agreement immediately by
      giving written notice to KnowFat (i.e., without the necessity of providing
      any
      opportunity to cure).  Notwithstanding the foregoing, KnowFat shall
      have a one-time only right to cure a breach of GFVentures's approval rights
      (i.e., in which case clause (y) of the preceding sentence shall apply);
      provided, however, that (i) such breach is capable of being cured and (ii)
      neither GFVentures nor Celebrity has been materially affected by such
      breach.

     

    3.4.                      This
      Agreement shall automatically terminate upon termination of the Services
      Agreement for any reason.

     

    3.5.                      Except
      as otherwise specified in Section 3.6 hereof, upon the expiration of this
      license or any extension thereof, or upon its sooner termination, KnowFat shall
      immediately discontinue any and all use of the Property and shall within ten
      (10) days following the termination of this Agreement or the end of the
      Continuation Period (as defined below), as applicable, deliver to GFVentures
      a
      statement showing KnowFat's existing inventory of any materials bearing the
      Property (including, without limitation, those in transit to
      KnowFat).  Thereupon, GFVentures agrees to discuss with KnowFat means
      of disposing of such inventory; provided that if GFVentures and KnowFat do
      not
      mutually agree in writing on the means of disposal within sixty (60) days of
      KnowFat's delivery of KnowFat's statement, KnowFat shall promptly destroy all
      existing inventory of materials bearing the Property; and KnowFat shall, within
      ten (10) days, furnish GFVentures with an affidavit of destruction with respect
      thereto signed by an officer of KnowFat.

     

     

     

     

    
      
        
        

      

      
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    3.6.                      Upon
      the expiration of this Agreement or any extension thereof (but specifically
      excluding any sooner termination of this Agreement), KnowFat shall have the
      right, provided KnowFat has duly performed all of its obligations hereunder
      and
      under the Services Agreement, for a period of not more than ninety (90) days
      thereafter (the "Continuation Period") to continue using any materials already
      produced and in KnowFat's possession and control bearing Celebrity's name or
      likeness, subject to KnowFat's continuing obligation to pay royalties
      thereon.

     

    Section
      4.                        
Scope of Use.

     

    Use
      of
      the Property by KnowFat will be limited to use in electronic media, and in
      periodicals, newspapers, television, radio and cable broadcasting, the Internet,
      printed catalogs and direct mail materials, all solely in connection with the
      promotion of the Restaurants and the Stores, and all subject to the terms and
      conditions hereof, including, without limitation, Section 10
      hereof.  KnowFat shall not use the Property as a component of the
      Restaurants and/or the Stores themselves without GFVentures's prior written
      approval, to be exercised in GFVentures's sole discretion.

     

    Section
      5.                         Photographs.

     

    GFVentures
      hereby acknowledges that it has reviewed, and has approved the photographs
      of
      Celebrity attached hereto as Exhibit C (the "Photographs") for KnowFat's use
      hereunder consistent with the terms and conditions
      hereof.  Notwithstanding any implication herein or in the Services
      Agreement to the contrary (including, without limitation, in the exhibits hereto
      and thereto) KnowFat will not alter the Photographs or use any other
      photographs, images, voices or likenesses of Celebrity without GFVentures's
      prior written approval, to be exercised in GFVentures's sole
      discretion.

     

    Section
      6.                          Warranty.

     

    6.1.                      GFVentures
      warrants and represents that it is the owner of and controls the right to use
      the Property in connection with the promotion of restaurants and stores, that
      it
      has the right and power to grant the nonexclusive license granted herein, and
      that there are no other agreements or commitments with any other party in
      conflict herewith.  GFVentures further warrants and represents that to
      the best of its knowledge the Property does not infringe any valid right of
      any
      third party.

     

    6.2.                      KnowFat
      represents and warrants that it is fully authorized to enter into and perform
      this Agreement without violating the legal or equitable rights of any third
      party and that this Agreement has been duly and validly executed by KnowFat
      and
      constitutes a valid and binding obligation upon KnowFat enforceable against
      KnowFat in accordance with its terms.

     

    6.3.                      KnowFat
      represents and warrants that it will not knowingly permit, do or commit any
      act
      or thing that would degrade, tarnish or deprecate Celebrity, George Foreman
      Productions, Inc. ("GFPI") or GFVentures, or Celebrity's, GFPI's or GFVentures's
      public image in society or standing in the community.

     

    6.4.                      KnowFat
      represents and warrants that any and all incidents, dialogue, characters,
      actions, "gags," material, ideas, inventions, ad lib, and other literary,
      dramatic and musical

     

     

     

     

     

    
      
        
        

      

      
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    material
      written, composed, submitted, added, improvised, interpolated and invented
      and/or used by KnowFat pursuant to this Agreement shall be wholly original
      and
      shall not infringe upon or violate any copyright of or the right of privacy
      or
      any other rights of any person or entity and shall not constitute a libel or
      slander of any person, firm or corporation.

     

    6.5.            KnowFat
      represents and warrants that KnowFat will comply with all applicable laws,
      regulations, orders, and ordinances in connection with the endeavors
      contemplated in this Agreement or otherwise and the engagement of Celebrity's
      services hereunder.

     

    6.6.            KnowFat
      represents and warrants that neither KnowFat nor its franchisees, nor any of
      their respective representatives, agents or employees will disclose to any
      party
      or utilize any confidential or proprietary information obtained hereunder
      regarding GFVentures, GFPI or Celebrity.

     

    Section
      7.               Indemnity.

     

    7.1.           KnowFat
      hereby indemnifies and holds GFVentures, GFPI and Celebrity and their respective
      parents, subsidiaries and affiliates, and the shareholders, officers, directors,
      members, managers, employees and representatives of each (collectively,
      "Licensor Indemnitees") forever harmless from and against any and all liability,
      claims and causes of action, for personal injury or otherwise, arising from
      KnowFat's activities hereunder or otherwise in connection with the Restaurants
      or Stores or the use of the Property, including without limitation, their
      manufacture or distribution, or from infringement of any patent, trademark,
      copyright or other proprietary right (other than a cause of action relating
      to
      the Property) in connection with any materials created in connection with this
      Agreement, from any defect whether related to design, workmanship or materials
      or any other factor and whether or not such materials have been approved by
      GFVentures, from any claim of a breach or alleged breach of any of KnowFat’s
      representations, warranties and agreements hereunder, and from any other
      activity related to the Restaurants and Stores and the promotion thereof as
      herein contemplated which results in any Licensor Indemnitee being
      sued.  None of GFVentures, GFPI or Celebrity shall be liable for loss
      of profits or consequential damages.

     

    7.2.           GFVentures
      agrees to defend, indemnify and hold KnowFat, its officers, directors, agents
      and employees, harmless against all liabilities, claims, causes of action,
      costs, expenses and losses incurred through claims of third parties against
      KnowFat arising out of GFVentures's breach of any representation or warranty
      hereunder.

     

    7.3.           As
      between KnowFat and GFVentures, GFVentures shall be accorded full control of
      the
      defense and/or settlement of any claims (including, without limitation, the
      right to settle by agreeing that KnowFat will discontinue distribution of any
      allegedly infringing items) and the right to designate counsel.  For
      the avoidance of doubt, the preceding sentence shall not apply to any claims
      by
      KnowFat against GFVentures and vice versa.

     

    7.4.           The
      provisions of this section shall survive the expiration or termination of this
      Agreement.

     

    Section
      8.         
      Promotion.

     

     

     

     

     

    
      
        
        

      

      
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    During
      the Term, GFVentures shall have
      the right to approve KnowFat's use of any spokesperson other than Celebrity
      to
      promote KnowFat's products or services.  KnowFat represents and
      covenants to GFVentures that none of the Restaurants, Stores, Franchises nor
      any
      other business operation of KnowFat currently involves or shall involve the
      sale
      or distribution of alcohol or tobacco products, firearms, political statements
      or sexual content and that it will not use the Property in connection with
      any
      product containing, or in any other context involving, alcohol, tobacco,
      firearms, political statements or sexual content.

     

    Section
      9.                            Maintenance
      and Protection of the Property.

     

    KnowFat
      agrees to inform GFVentures of
      any encroachment or infringement of the Property which comes to the attention
      of
      KnowFat.  As between KnowFat and GFVentures, any litigation or other
      action to police the Property and to abate infringement shall be under the
      complete control of GFVentures, and KnowFat agrees to cooperate in any such
      litigation or action.   As between KnowFat and GFVentures,
      GFVentures may retain any money judgment or settlement in such action, without
      obligation to KnowFat.

     

    Section
      10.                          Approvals.

     

    10.1.                      All
      advertising, sales and other promotional materials and any other matter
      containing the Property prepared or otherwise to be used in connection with
      this
      Agreement (collectively "Other Materials") must be approved by GFVentures in
      writing prior to their production and use (including, without limitation, the
      manner in which the Property and the trademarks associated therewith, and other
      elements licensed hereunder, may be presented).  KnowFat shall submit
      to GFVentures for GFVentures's review and written approval (a) all preliminary
      and proposed final artwork and three-dimensional models which are to appear
      on,
      in or in connection with all Other Materials, (b) a preproduction sample of
      all
      Other Materials and (c) six (6) samples of all Other Materials from the first
      production run of each supplier of Other Materials.  GFVentures shall
      have the right of approval over the general format of (e.g., appearance on
      a
      talk-show), principal people involved with (e.g., host of a talk-show) and
      other
      celebrities with whom Celebrity is to appear (but specifically excluding other
      celebrities appearing at different times at the same event or on the same
      program) in connection with each personal appearance required of Celebrity
      pursuant to this Agreement.  GFVentures shall endeavor to approve or
      disapprove any submitted material or request within a reasonable period of
      time;
      provided that any submitted material shall, in each instance, be deemed
      disapproved, unless within fifteen (15) days of GFVentures's receipt of such
      submitted material, GFVentures notifies KnowFat to the contrary in
      writing.  If GFVentures has not approved or disapproved any submission
      in writing within the aforementioned fifteen (15) day period, KnowFat shall
      have
      the right to resubmit such request to GFVentures.  Approval or
      disapproval shall, in each such instance, lie solely in GFVentures's
      discretion.  Any Other Materials not so approved in writing shall be
      deemed unlicensed and shall not be manufactured and/or distributed and, unless
      otherwise agreed to by GFVentures in writing, shall be destroyed.

     

    10.2.                      Except
      for the limited license specifically provided herein, it is agreed that
      GFVentures is not transferring to KnowFat any right to or interest in any
      copyright, trademark or service mark relating to the Property or to any elements
      thereof or any other copyright, trademark, or service mark owned or controlled
      by GFVentures or to any elements thereof.  As

     

     

     

     

     

    
      
        
        

      

      
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    between
      GFVentures and KnowFat, all rights not specifically granted to KnowFat hereunder
      are reserved by GFVentures.

     

    10.3.                      KnowFat
      may not use all or any part of the Property (a) in any advertising or
      promotional material which relate to any product or service other than the
      Restaurants or the Stores or (b) in conjunction with any other name, character,
      symbol or design not included in the Property other than the name of the
      Restaurants or the Stores.

     

    10.4.                      As
      a condition to the right of public distribution granted to KnowFat hereunder,
      all advertising, sales and promotional materials and any other matter containing
      the Property shall bear such trademark or other notices of which GFVentures
      may
      notify KnowFat in writing.  KnowFat will comply with GFVentures's
      instructions as to form, location and content of the notice(s) as GFVentures
      may
      instruct from time to time.

     

    10.5.                      KnowFat
      represents and warrants that all advertising materials, promotional materials
      and Other Materials shall comply with all applicable laws and
      regulations.  GFVentures's approval of the use or manner of use of any
      proposed advertising materials, promotional materials or Other Material
      hereunder shall not constitute an opinion as to the legal appropriateness or
      adequacy of such use or manner of use, and in KnowFat's use of the advertising
      materials, promotional materials and Other Materials it shall be KnowFat's
      sole
      responsibility to comply with all applicable laws and regulations.

     

    10.6.                      KnowFat
      represents and warrants that the Restaurants and Stores and the packaging,
      promotion and advertising materials in connection with the promotions hereunder
      shall be operated, manufactured, distributed and/or performed, as applicable,
      in
      compliance with all federal, state and local laws, regulations and industry
      standards pertaining thereto (collectively, the "Laws, Regulations and
      Standards").  KnowFat shall further provide in its agreements with all
      of its franchisees that such franchisees will comply with all Laws, Regulations
      and Standards.  If pursuant to the terms hereof, any materials are
      manufactured by a third party, then KnowFat shall provide in its agreement
      with
      such third party that such party will comply with all Laws, Regulations and
      Standards.

     

    10.7          
GFVentures,
      Celebrity and their respective employees, agents and representatives, including,
      but not limited to, George Foreman, III and George Foreman, Jr. (collectively,
      the "Inspecting Parties") shall have the right at any time to inspect one or
      more of the Restaurants and Stores throughout the Territory for the purposes
      of
      inspecting for quality control (the "Restaurant Inspections") and KnowFat will
      reimburse all expenses incurred by the Inspecting Parties in connection
      therewith.

     

    10.8.                      This
      paragraph shall survive the expiration or termination of this
      Agreement.

     

    Section
      11.                            Product
      Liability and Errors and Omissions Insurance.

     

    KnowFat
      shall obtain and maintain at
      KnowFat's expense, during the Term, and for three (3) years thereafter, general
      liability, product liability and completed operations insurance naming
      GFVentures, GFPI and Celebrity as insured parties (including their respective
      parents, affiliates, subsidiaries, shareholders, directors, officers, members,
      managers, employees, agents and representatives), from a qualified insurance
      carrier approved in writing by GFVentures in the

     

     

     

     

    
      
        
        

      

      
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    amount
      of
      at least Ten Million Dollars ($10,000,000) for personal and bodily injury and
      identical additional amounts for property damage.  This policy shall
      specify that it covers all Restaurants and Stores and materials manufactured
      or
      distributed hereunder and that it may not be modified or canceled by the
      insurer, except after thirty (30) days' prior written notice by the insurer
      to
      GFVentures; if such cancellation takes place or the policy's coverage is
      diminished in any way, GFVentures may terminate this Agreement.  Prior
      to operating or promoting any Restaurants or Stores hereunder or manufacturing
      or distributing any materials hereunder, KnowFat shall provide GFVentures with
      a
      copy of such policy and a certificate of insurance naming GFVentures, GFPI
      and
      Celebrity and their respective parents, affiliates, subsidiaries, shareholders,
      directors, officers, members, managers, employees, agents and representatives
      as
      insured parties as aforesaid.  If any audio or audiovisual works
      (e.g., television commercials) are produced hereunder using Celebrity or the
      Property, then KnowFat shall obtain errors and omissions insurance in similar
      amounts and with similar requirements as aforesaid.  Compliance
      herewith in no way limits KnowFat's obligations hereunder.

     

    Section
      12.                         Acknowledgments.

     

    12.1.                      KnowFat
      acknowledges that all rights and goodwill associated with the Property will
      be
      used by KnowFat or under its authority in the manner and pursuant to the terms
      and conditions contained herein.  KnowFat will make all solicitations
      and sales solely in its own name.

     

    12.2.                      It
      is acknowledged that the rights and powers retained by GFVentures hereunder
      are
      necessary to protect the trademark and property rights of GFVentures and,
      specifically, to conserve the goodwill and good name of Celebrity and the
      Property, and therefore KnowFat agrees that it will not knowingly allow the
      same
      to become involved in matters which will or could detract from, or impugn the
      public acceptance and popularity thereof, or impair their legal
      status.

     

    12.3               KnowFat
      acknowledges that as between GFVentures and KnowFat, GFVentures is the owner
      of
      all right, title and interest in and to the Property and in all copyrights,
      trademarks and other rights associated therewith, and in all artwork, copy,
      literary text, advertising and promotional material of any sort which utilize
      the foregoing (including all such materials developed by or under the authority
      of KnowFat), and the goodwill pertaining to all of the foregoing; KnowFat hereby
      assigns to GFVentures all right, title and interest including all copyrights,
      and renewals and extensions of copyright, in and to any and all such materials
      developed by or under the authority of KnowFat, and warrants that, following
      the
      Term, GFVentures will have the right to use and exploit and authorize the
      exploitation of such materials in any manner as GFVentures elects without
      obligation to KnowFat or any other entity whatsoever.  For the
      avoidance of doubt, the foregoing shall not be deemed to give GFVentures any
      ownership right in the names or logos of KnowFat to the extent that such names
      or logos do not contain any element of the Property.

     

    Section
      13.                          No
      Assignment.

     

    KnowFat
      may not sublicense, assign, or encumber the rights granted to it hereunder
      or
      delegate its obligations hereunder, in whole or in part without GFVentures's
      prior written consent

     

     

     

     

     

    
      
        
        

      

      
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    which
      in
      each such instance shall be at GFVentures's sole discretion.  Any
      sublicense, assignment or encumbrance in derogation of the foregoing shall
      be
      null and void.  The requirement of consent shall also apply in the
      case of total or partial sale or other alienation of a substantial portion
      of
      KnowFat's assets, stock or business.

     

    Section
      14.                          Expenses.

     

    14.1.                      Except
      as otherwise provided herein, each Party shall bear its own costs and expenses
      (including legal and accounting fees and expenses) incurred in connection with
      this Agreement and the transactions contemplated hereby.

     

    14.2.                      All
      out-of-pocket travel and other costs and expenses, including the cost of
      transportation, lodging and meals, incurred by Celebrity and GFVentures and
      the
      Inspecting Parties in connection with Celebrity's appearances on behalf of
      KnowFat and the Restaurant Inspections shall be reimbursed by KnowFat within
      thirty (30) days of KnowFat's receipt of documentation, including receipts,
      of
      such costs and expenses.  KnowFat acknowledges that, to the extent
      Celebrity is required to travel more than 50 miles outside of Houston, Texas
      in
      connection with the performance of his services, Celebrity will be given a
      roundtrip first class ticket and, if used, a companion ticket (by air, if
      appropriate, and between Houston, Texas and the destination), exclusive
      limousine ground transportation and five-star first class hotel (suite, if
      available plus a separate room for Celebrity's companion)
      accommodations.  Notwithstanding the foregoing, Celebrity may elect to
      arrange for alternate means of transportation in lieu of any air transportation
      otherwise to be provided for by KnowFat pursuant to the preceding sentence,
      for
      which Celebrity shall be entitled to be reimbursed, for his actual alternative
      transportation costs but in no event to exceed the costs of the first class
      air
      transportation offered by KnowFat.

     

    Section
      15.                          Agreement
      binding on Successors.

     

    The
      provisions of this Agreement shall be binding upon and shall inure to the
      benefit of the Parties hereto, their heirs, administrators, successors and
      permitted assigns.

     

    Section
      16.                          Waiver,
      Modification.

     

    The
      failure of any Party to exercise in any respect any right provided for herein
      shall not be deemed a waiver of any right hereunder.  This Agreement
      may not be modified or altered except by written instrument duly executed by
      all
      Parties.  If any term, clause or provision hereof is held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity shall not
      affect the validity or operation of any other term, clause or provision and
      such
      invalid term, clause or provision shall be deemed to be severed from the
      Agreement.

     

    Section
      17.                            No
      joint venture.

     

    Nothing
      contained herein shall constitute this arrangement to be employment, a joint
      venture or a partnership.

     

    Section
      18.                            Governing
      Law.

     

     

     

    
      
        
        

      

      
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    This
      Agreement and performance hereunder shall be governed by the laws of the State
      of New York.  Each party hereto hereby agree to meet and confer in
      good faith to resolve any dispute or claim arising out of, or relating to,
      this
      Agreement during the Term through informal discussions between the parties
      hereto.  If the parties hereto are unable to resolve such dispute or
      claim through such discussions, either party hereto may submit such dispute
      or
      claim to final and binding arbitration in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association, to the extent such
      rules are not inconsistent with this Agreement.  Such arbitration
      shall be conducted in the county of the principal office of the non-submitting
      party.  Any award rendered pursuant to such arbitrators shall be in
      writing and final and binding upon the parties hereto, and judgment upon any
      such award may be entered in any court having jurisdiction
      thereof.  The fees and expenses of such arbitration shall be borne
      equally by the parties hereto.  Each party hereto shall pay its own
      fees and costs relating to any arbitration proceedings, including, but not
      limited to, attorneys' fees.

     

    Section
      19.                                Notices.

     

    All
      notices, requests, demands and
      other communications called for or contemplated hereunder shall be provided
      as
      directed in the Services Agreement.  Without limitation of the
      foregoing, copies of all notices to GFVentures shall simultaneously be sent
      to
      Franklin, Weinrib, Rudell & Vassallo, P.C., 488 Madison Avenue, New York, NY
      10021, Facsimile Number (212) 308-0642, Attention: Kenneth M. Weinrib,
      Esq.

     

    Section
      20.                                Entire
      Agreement.

     

    Each
      Party acknowledges that it has read this Agreement and the Services Agreement,
      understands them, and agrees to be bound by their terms and further agrees
      that
      they are the complete and exclusive statements of the agreement between the
      Parties, and supersedes and merges all prior proposals, understandings and
      all
      other agreements, oral and written, between the Parties relating to the subject
      matter of this Agreement and the Services Agreement.

     

    Section
      21.                                Miscellaneous.

     

    In
      resolving any dispute or construing any provision in this Agreement, there
      shall
      be no presumption made or inference drawn (a) because the attorneys for one
      of
      the parties drafted this Agreement, (b) because of the drafting history of
      this
      Agreement, or (c) because of the inclusion of a provision not contained in
      a
      prior draft or the deletion of a provision contained in a prior
      draft.  There are no representations, warranties or covenants by
      GFVentures other than those set forth in this Agreement and the Services
      Agreement.  The headings of sections and other subdivisions of this
      Agreement are for convenient reference only, and shall not be used in any way
      to
      govern, limit, modify or construe this Agreement or otherwise be given any
      legal
      effect. KnowFat’s
      remedies shall be limited to the right, if any, to obtain damages at law in
      the
      event of a breach hereunder by GFVentures, and KnowFat shall not have the right
      in such event to equitable relief or to enjoin or restrain the use and
      exploitation of the Property or the services of Celebrity.  It is
      understood and agreed that in the event an act of government, war, fire, flood,
      an Act of God or labor trouble, or any other similar or dissimilar reasons
      beyond the control of a party to this Agreement prevents the performance by
      such
      party of the provisions of this

     

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    Agreement,
      then such nonperformance shall not be considered a breach of this Agreement
      and
      such nonperformance shall be excused while the conditions described herein
      prevail.

     

    [signature
      page to follow]

     

     

     

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     

     

    IN
      WITNESS WHEREOF, the Parties have duly executed this License Agreement as of
      the
      date set forth above.

    


    


    


    KNOWFAT
      FRANCHISE COMPANY, INC.

    


    By:__________________________________________                                                                

    Name:________________________________________                                                                           

    Title: ________________________________________                                                                          

    


    


    GEORGE
      FOREMAN VENTURES, LLC

    


    By:___________________________________________                                                                

    Name: ________________________________________                                                                          

    Title:__________________________________________                                                                          

     

     

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

    


    Services

    


    Celebrity's
      services may include the following; provided, however, that (a) in no event
      will
      Celebrity be required to perform more than three (3) days of services hereunder
      during any twelve (12) month period of the Term, excluding travel time, and
      any
      days of services above and beyond this will be subject to Celebrity's prior
      written approval in his sole discretion and (b) upon two (2) months' prior
      written notice to GFVentures in each case, KnowFat may require a total of two
      (2) additional days of services from Celebrity over the entire course of the
      Term:

    


    Year
      One

    A.    Public
      relations

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
                relationship with KnowFat in the media, including national talk
                shows.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures shall work with KnowFat’s public relations firm to garner
                articles in national magazines promoting the relationship between
                KnowFat
                and Celebrity.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall appear in targeted media promotions in various U.S. regions
                for the
                purpose of developing interest among potential
                franchisees.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall attend the largest industry trade show or the trade show of
                KnowFat's choice and participate in promotional activities at such
                trade
                show on behalf of KnowFat.

            


    

    B.    In-store

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures may use the George Foreman name and image for in-store
                marketing (i.e., cut-outs,
                pictures).

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall visit stores and participate in promotional activities at stores
                on
                behalf of KnowFat.

            


    

    Year
      Two

    A.    Public
      relations

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
                relationship with KnowFat in the media, including national talk
                shows.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures shall work with KnowFat’s public relations firm to garner
                articles in national magazines promoting the relationship between
                KnowFat
                and Celebrity.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall appear in targeted media promotions in various U.S. regions
                for the
                purpose of developing interest among potential
                franchisees.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall attend the largest industry trade show or the trade show of
                KnowFat's choice and participate in promotional activities at such
                trade
                show on behalf of KnowFat.

            


    

    B.           In-store

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures may use the George Foreman name/image for in-store
                marketing (i.e., cut-outs,
                pictures).

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall visit stores and participate in promotional activities at stores
                on
                behalf of KnowFat.

            


    

     

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    C.           Advertising

    
      	
               

            	
              •

            	
              Subject
                to the proviso at the beginning of this Exhibit A, Celebrity shall
                make
                himself available for two eight hour days of promotional activity
                (including production of TV, radio or print media
                advertising).

            


    

    Year
      Three

    A.           Public
      relations

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
                relationship with KnowFat in the media, including national talk
                shows.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall appear in targeted media promotions in various U.S. regions
                for the
                purpose of developing interest among potential
                franchisees.

            


    

    B.           In-store

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures may use the George Foreman name/image for in-store
                marketing (i.e., cut-outs,
                pictures).

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall visit stores and participate in promotional activities at stores
                on
                behalf of KnowFat.

            


    

    C.           Advertising

    
      	
               

            	
              •

            	
              Subject
                to the proviso at the beginning of this Exhibit A, Celebrity shall
                make
                himself available for two eight hour days of promotional activity
                (including production of TV, radio or print media
                advertising).

            


    

    Year
      Four

    A.           Public
      relations

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures shall promote KnowFat, KnowFat’s products and Celebrity’s
                relationship with KnowFat in the media, including national talk
                shows.

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall appear in targeted media promotions in various U.S. regions
                for the
                purpose of developing interest among potential
                franchisees.

            


    

    B.           In-store

    
      	
               

            	
              •

            	
              Celebrity
                and GFVentures may use the George Foreman name/image for in-store
                marketing (i.e., cut-outs,
                pictures).

            


    

    
      	
               

            	
              •

            	
              Celebrity
                shall visit stores and participate in promotional activities at stores
                on
                behalf of KnowFat.

            


    

    C.           Advertising

    
      	
               

            	
              •

            	
              Subject
                to the proviso at the beginning of this Exhibit A, Celebrity shall
                make
                himself available for two eight hour days of promotional activity
                (including production of TV, radio or print media
                advertising).

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

    


    Licensed
      Property

    


    The
      following Property forms part of this Agreement:

    


    The
      name,
      image and likeness of the boxing celebrity George Foreman.

     

     

     

     

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
      C

    


    Photographs

    


     

     

     

     

     

     

    
 

    


    15