ex10-2.htm

Exhibit 10.2

    
      NAME
        AND TRADEMARK LICENSE
        AGREEMENT

    

    
      


       

      This
        Agreement is made as of August 29, 2005, by and between KBK Inc. ("Licensee"),
        a
        Texas corporation, having its principal place of business located in San
        Antonio, Texas, and Michael Lambert Inc. ("Licensor"), a Nevada corporation,
        having its principal place of business in San Antonio, Texas.

    

    
      


       

      Whereas
        the name and trademark that is the subject: of this Agreement
        is:

    

    
      


       

      Trademark:  MICHAEL
        LAMBERT INC.

    

    
      Registration
        no:   TBD
        

      Registration
        Date:    TBD

    

    
      


       

      hereinafter
        referred to as the "Mark";

    

    
      


       

      Whereas
        Licensor has adopted, used, is using the Mark in conjunction with its goods
        and/or services in commerce throughout the United States, and is the owner
        of
        the Mark to be registered in the United States Patent and Trademark Office
        and
        in the appropriate foreign trademark office(s);

    

    
      and

    

    
      Whereas,
        Licensee is desirous of using the Mark for decorative fabrics and furniture
        in
        the United States ("Territory");

       

    

    
      Now,
        therefore, in consideration of the mutual covenants of the parties, the receipt
        of which is hereby acknowledged by Licensor, the parties hereby agree as
        follows:

    

    
       

      1.           License.
        Licensor grants to Licensee the right to use the Mark during the
        term
        of this

    

    
      Agreement,
        and Licensee hereby undertakes to use the Mark in the Territory in connection
        with the

    

    
      manufacture,
        sale, and distribution of decorative fabrics and furniture ("Permitted
        Products").

       

    

    
      2.           Quality
        of Products. Licensee shall use the Mark only with the Permitted
        Products

    

    
      manufactured
        by or for Licensee in accordance with the guidance and directions furnished
        to

    

    
      Licensee
        by Licensor, or its representatives or agents, from time to time, if any,
        but
        always the

    

    
      quality
        of the goods and services furnished by Licensee in connection with the Mark
        shall be

    

    
      commensurate
        or better than the goods and services currently offered by Licensee. Licensee's
        current

    

    
      quality
        if satisfactory to Licensor.

    

    
       

      3.           Royalty.   Licensee
        shall be required to pay to Licensor a royalty of 5% of sales
        of

    

    
      products
        labeled as MICHAEL LAMBERT for the use of the
        Mark.

    

    
       

      4.           Inspection.    Licensee
        will permit duly authorized representatives of Licensor to

    

    
      inspect
        the Permitted Products of Licensee bearing the Mark at all reasonable times,
        for
        the purpose

    

    
      of
        ascertaining or determining compliance with paragraphs 1, 2 and 3
        hereof.

    

    
      


       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      5.           Use
        of Trademarks.  Licensee shall provide; Licensor with samples
        (or reasonable

    

    
      facsimiles)
        of literature, brochures, signs, advertising materials, and products bearing
        the
        Mark

    

    
      prepared
        by or for Licensee, and Licensee shall obtain the approval of Licensor with
        respect to all

    

    
      such
        literature, brochures, signs, advertising materials, and products bearing
        the
        Mark.   Such

    

    
      approval
        shall not be unreasonably withheld. When using the Mark under this Agreement,
        Licensee

    

    
      undertakes
        to comply with all laws pertaining to the Mark in force at all times in the
        Territory. This

    

    
      provision
        includes compliance with marking requirements.

    

    
      


       

      6.           Extent
        of License.  The right granted in paragraph 1 hereof shall be
        non-exclusive

    

    
      and
        shall
        not be transferable by Licensee without Licensor's prior written
        consent.

    

    
       

      7.           Indemnity.
        Licensor assumes no liability to Licensee or to third parties with
        respect

    

    
      to
        the
        performance characteristics of the goods or services offered by Licensee
        under
        the Mark, and

    

    
      Licensee
        shall indemnify Licensor from and against any and all claims, demands, suits
        and
        expenses,

    

    
      including
        without limitation, attorneys' fees, by or of any third parties against Licensor
        involving the

    

    
      offering
        and/or sale of Licensee's goods or services.

    

    
       

      8.           Termination.

    

    
       

      a.           Except
        as otherwise provided herein, this Agreement shall remain in full
        force

    

    
                   
        and effect for one (1) year, renewable for additional, successive one (1)
        year
        periods. The additional

    

    
                   
        periods shall be effective if they are requested by Licensee and approved
        by
        Licensor.

    

    
      b.           Licensor
        may terminate this Agreement at its option, and without cause,
        upon

    

    
                   
        thirty (30) days written notice to Licensee. Licensor may terminate this
        Agreement without notice if

    

    
                   
        Licensee fails to comply with the terms of this Agreement, or if Licensee
        abandons use of the Mark.

    

    
      c.           If
        Licensee makes any assignments of assets or business for the benefit
        of

    

    
                   
        creditors, or a trustee or receiver is appointed to conduct its business
        or
        affairs, or it is adjudged in

    

    
                   
        any legal proceeding to be either a voluntary or involuntary bankruptcy,
        then
        the rights granted

    

    
                   
        herein shall forthwith cease and terminate without prior notice or legal
        action
        by Licensor.

    

    
       

      9.           Ownership
        of Trademarks. Licensee acknowledges Licensor's exclusive right,
        title

    

    
      and
        interest in and to the Mark, and any registration that has issued or may
        issue
        thereon, and will not

    

    
      at
        any
        time do or cause to be done any act or thing contesting or in any way impairing
        or tending to

    

    
      impair
        part of such right, title and interest. In connection with the use of the
        Mark,
        Licensee shall

    

    
      not
        in
        any manner represent that it has any ownership in the Mark or registrations
        thereof, or any

    

    
      other
        trademark that is confusingly similar to the Mark, and acknowledges that
        use of
        the Mark shall

    

    
      enure
        to
        the benefit of Licensor. On termination of this Agreement in any manner provided
        herein,

    

    
      Licensee
        will cease and desist from all use of the Mark in any way and will deliver
        up to
        Licensor, or

    

    
      Licensor's
        duly authorized representatives, all material and papers upon which the Mark
        appears, and

    

    
      furthermore,
        Licensee will not at any time adopt or use without Licensor's prior written
        consent, any

    

    
      work
        or
        mark which is likely to be similar to or confusing with the
        Mark.

    

    
      


       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      10.           Express
        Reservation.   Licensor expressly reserves the right to
        continue to use the

    

    
      Mark
        for
        all goods and services.

    

    
       

      11.           Warranties.    Licensor
        makes no warranties of any kind, expressed or implied,

    

    
      regarding
        the Mark.

    

    
       

      12.           Notices.
        Any notices required or permitted to be given under this Agreement
        shall be

    

    
      deemed
        sufficiently given if mailed by registered mail, postage prepaid, addressed
        to
        the party to be

    

    
      notified
        at its address shown below, or at such other address as may be furnished
        in
        writing to the

    

    
      notifying
        party.

    

    
       

      13.           Construction.    This
        Agreement will be governed by Texas law and construed

    

    
      according
        to its fair meaning and not for or against either party, and is the entire
        agreement

    

    
      concerning
        its subject matter.     All disputes between the
        parties will be resolved by binding

    

    
      arbitration
        in San Antonio, Texas, in accordance with the rules of the American
        Arbitration

    

    
      Association.
        An exception is that either party may obtain temporary judicial relief in
        an
        appropriate

    

    
      court
        of
        jurisdiction within the State of Texas, pending confirmation of an arbitration
        award.

    

    
       

      This
        is a
        legal and binding agreement between the parties and supersedes all prior
        discussions, understandings, and agreements between the parties hereto relating
        to the subject matter hereof. The parties each declare, warrant, and represent
        to the other that it has had the right to consult with an attorney of its
        own
        choosing, and has had the effect and meaning of this document explained to
        them
        by such attorney, or that it knowingly waives the right to consult with an
        attorney.

    

    
      


       

      IN
        TESTIMONY WHEREOF, we hereunto set our hands and seal this 29th day of August,
        2005.

    

    
      


       

      MICHAEL
        LAMBERT INC.

    

    
      


    

    
       

    

    
      


    

    
      /s/
        Robert M. Kremer

    

    
      Robert
        M.
        Kremer, President

    

    
      


    

    
      


    

    
      


    

    
      KBK,
        Inc.

    

    
      


    

    
      


    

    
      Name:
        /s/ Kenneth L. Kremer

    

    
      Kenneth
        L. Kremer

    

    
      Title:
        Vice- President