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LICENSE AGREEMENT AGREEMENT ("Agreement") entered into as of _________(M,D,Y), ("Effective Date") by and between AAA, Inc., a _________(STATE) Corporation, having its principal office at _________(ADDRESS) ("Licensor"), and BBB, Inc., a _________(STATE) Corporation, having its principal office at _________(ADDRESS) (hereinafter referred to as "Licensee"). WHEREAS, Licensor is the owner of the trademark White-Westinghouse and associated designs and trade dress (together, the "Trademark"), and is using the Trademark throughout the World, and WHEREAS, Licensor has the right to grant Licensee the license, right and permission to use the Trademark, and WHEREAS, Licensee is in the business of manufacturing, distributing and selling articles described and specified hereinafter (the "Products"), and desires to secure the license, right and permission to use the Trademark upon, and in connection with, the manufacturing, distributing and selling of such Products; and WHEREAS, the Products that are the subject of this Agreement have been defined by the parties as small kitchen appliances listed on Exhibit A hereto (and any other articles which the parties mutually agree to be subject to the provisions of this Agreement which, in accordance with the terms of this Agreement, bear the Trademark (collectively, the "Trademarked Product"). WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to accept from Licensor, a license to use the Trademark in the design, manufacture, advertising, sale and promotion of the Products, subject to each of the terms, provisions and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions contained herein, the parties hereto do hereby agree as follows: ARTICLE 1 GRANT OF LICENSE AND DESIGNATION OF TRADEMARK PRODUCTS Effective upon the execution of this Agreement, Licensor hereby grants to Licensee, for the period hereinafter specified and upon the terms, provisions and conditions of this Agreement, the exclusive right and license to use the Trademark within the geographic area described in Article 2 hereof, in the design, manufacture, advertising, sale and promotion of the Trademarked Product. In the event of any good faith disputes between the parties to this Agreement regarding the definition of Trademarked Product, the final decision regarding such definition shall rest in Licensor's sole and absolute discretion. The rights granted to Licensee herein are limited to use on or in connection with the Trademarked Product and Licensee specifically agrees not to use the Trademark in any manner or on any product, service or item, except as set forth in this Agreement. ARTICLE 2 GEOGRAPHIC AREA The rights granted to Licensee hereunder may be exercised by Licensee within the USA and Canada (the "Territory"), and Licensee shall have exclusive rights with respect to the use of the Trademark in connection with the Trademarked Product. Upon Licensee's request, Licensor may, in its discretion, extend the areas in which Licensee may exercise said rights, but any such extension shall, in each instance, be evidenced by a written and duly executed amendment to this Agreement for such periods and upon such terms and conditions as shall be determined by Licensor. From time to time Licensor may wish to purchase Trademarked Product for sale outside the Territory. Licensee agrees to sell Trademarked Product to Licensor at the same price Licensee sells Trademarked Product to its best customer. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LICENSOR 3.1 ORGANIZATION AND POWER. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of _________. Licensor has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 3.2 AUTHORIZATION. The execution, delivery and performance by Licensor of this Agreement and the consummation of the transaction contemplated hereby has been duly and validly authorized by all requisite corporate action, and no other corporate act or proceeding on the part of Licensor is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby. 3.3 NO VIOLATION. Licensor is not subject to nor obligated under its certificate of incorporation or bylaws, any applicable law, rule or regulation of any governmental authority, or any agreement, instrument, license or permit, or subject to any order, writ, injunction or decree, which would be breached or violated by its execution, delivery or performance of this Agreement. 3.4 OWNERSHIP OF TRADEMARK. Licensor is the owner of the Trademark and, to Licensor's knowledge, the use of the Trademark in the design, manufacture, advertising, sale and promotion of any of the Trademarked Product will not infringe any intellectual property or any other rights of any third party. 3.5 RIGHT TO GRANT LICENSE. Licensor has the full right, power and authority to grant the license as set forth in Article 1 hereof. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF LICENSEE 4.1 ORGANIZATION AND POWER. Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of _________. Licensee has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 4.2 AUTHORIZATION. The execution, delivery and performance by Licensee of this Agreement and the consummation of the transaction contemplated hereby has been duly and validly authorized by all requisite corporate action, and no other corporate act or proceeding on the part of Licensee is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby. 4.3 NO VIOLATION. Licensee is not subject to nor obligated under its certificate of incorporation or bylaws, any applicable law, rule or regulation of any governmental authority, or any agreement, instrument, license or permit, or subject to any order, writ, injunction or decree, which would be breached or violated by its execution, delivery or performance of this Agreement. ARTICLE 5 TERM OF AGREEMENT 5.1 CONTRACT TERM. The Contract Term of this Agreement commence on the date first mentioned above and ending on _________(M,D,Y) at midnight Eastern Standard Time, unless sooner terminated pursuant to the terms of this Agreement. 5.2 EXTENSION TERMS. Licensor hereby grants to Licensee the option to extend the term of this Agreement for up to thirteen (13) one (1) year periods commencing as of _________(M,D,Y) and ending on _________(M,D,Y), at midnight Eastern Standard Time, unless sooner terminated pursuant to the terms of this Agreement with such extended term(s) to be subject to the same terms and conditions as provided herein except that as a condition to the extension term(s), Licensee must achieve specified levels of Minimum Sales during the then preceding Contract or Extension Term of this Agreement as set forth in Article 8 hereof. Such options to extend the term of this Agreement must be exercised by Licensee, if at all, by giving written notice to Licensor at least one hundred and twenty (120) days prior to the expiration of the then preceding Contract or Extension Term of this Agreement as set forth in Article 8 hereof. Either party may terminate this Agreement without cause, provided however, that such termination shall not be permitted within the first 5 (five years) following the Effective Date of this Agreement. Notice of termination must be given in writing to the other Party hereto 1 (one) year prior to the termination date. Licensee shall have the right to sell off inventory of Trademarked Product in accordance with Article 21. Neither Licensor nor Licensee shall be liable for any compensation or damages by reason of such early termination. ARTICLE 6 ROYALTIES 6.1 EARNED ROYALTIES. Subject to of Article 7 hereof, Licensee shall pay to Licensor for the rights granted hereunder a sum equal to the following percentages of the Net Invoice Value of Trademarked Products Sold by Licensee (the "Royalties"): Trademark Products Wholesale Price as Follows Under $,_________/Unit $,_________ or More/Unit Contract Term 2.0% 3.0% First Extension Term 3.0% 3.0% Second and Third Extension Term(s) 3.0% 3.5% Fourth and Future Extension Term(s) 3.0% 4.0% The Royalties shall be remitted in accordance with Section 7.4 of this Agreement. 6.2 DEFINITION OF NET INVOICE VALUE. As used throughout this Agreement, the term "Net Invoice Value" shall mean the aggregate of the invoiced amounts of Trademarked Product sold by Licensee, less (a) returned goods, refunds, credits and allowances actually made or allowed to customer with respect to Trademarked Product, (b) freight or handling charges charged to customers or incurred on returned goods, and (c) sales and excise taxes actually paid ("NIV"). Article 7 MINIMUM ROYALTY PAYMENTS 7.1 MINIMUM ROYALTIES. Notwithstanding anything to the contrary set forth herein, Licensee shall pay to the Licensor aggregate, cumulative Minimum Royalties by the end of the Contract Term and any applicable Extension Term as follows (The Per Term Minimum Royalties is for information purposes only): Per Term in Thousands Cumulative Contract Term $,_________ $,_________ First Extension Term $,_________ $,_________ Second Extension Term $,_________ $,_________ Third Extension Term $,_________ $,_________ Fourth Extension Term $,_________ $,_________ Fifth Extension Term $,_________ $,_________ Sixth Extension Term $,_________ $,_________ Seventh Extension Term $,_________ $,_________ Eighth Extension Term $,_________ $,_________ Ninth Extension Term $,_________ $,_________ Tenth Extension Term $,_________ $,_________ Eleventh Extension Term $,_________ $,_________ Twelfth Extension Term $,_________ $,_________ Thirteenth Extension Term $,_________ $,_________ [*] 7.2 INITIAL ROYALTY PAYMENT. Licensee shall pay Licensor an initial royalty payment (the "Initial Royalty Payment") of _________ dollars ($,_________) upon execution of this Agreement. The Initial Royalty Payment shall be applied against the first Royalties payable pursuant to Section 7.4 of this Agreement. 7.3 MINIMUM ROYALTY PAYMENTS. To the extent that the aggregate, cumulative, Minimum Royalties set forth above exceeds the aggregate, cumulative Earned Royalties paid to Licensor by the end of the Contract Term or Extension Term, as applicable, Licensee shall pay Licensor such excess with the Royalty payment for the last fiscal quarter of the Contract Term or such Extension Term, as applicable, in accordance with Section 7.4 7.4 APPLICATION OF EARNED ROYALTIES. The Earned Royalties to be paid under Article 6 shall be applied against the Minimum Royalties due under this Article 7, and Licensee shall pay by each due date specified in this Article 7 the sum of: (i) the Minimum Royalties as specified above; plus (ii) the excess, if any, of the Earned Royalties (per Article 6) over the Minimum Royalties for the then current term payable by such due date (such sum hereinafter referred to as the "Royalty Payment"). Each Royalty Payment, payable in US currency, shall be remitted by check at Licensor's address as provided in this Agreement. 7.5 QUARTERLY REPORTS OF SALES AND ROYALTY PAYMENTS. On or before the twentieth (20th) day of each January, April, July and October during the Contract Term and any Extension Term, Licensee shall deliver to Licensor the following: (i) a written statement, certified to be true and correct by the Chief Financial Officer of Licensee, setting forth the Gross and NIV sales for each Trademarked Product during the preceding calendar quarter and a calculation of the Royalties payable under Article 6 and 7 of this Agreement for such period, and (ii) a check payable to Licensor in full payment of the amount due under Article 6and 7 of this Agreement for such period. Each Royalty payment, payable in US currency, shall be remitted by check at Licensor's address as provided in this Agreement. ARTICLE 8 MINIMUM SALES OF TRADEMARKED PRODUCT 8.1 FAILURE TO MEET REQUIRED MINIMUM SALES. Licensee shall use its best efforts advertise and sell Trademarked Product in the Territory during the term of this Agreement. Should Licensee fail to achieve the aggregate, cumulative NIV sales set forth below in this Article 8 (the per term NIV sales is for information purposes only), then Licensor may, at its option, elect to terminate this Agreement by written notice delivered to Licensee within sixty (60) days after the end of any period in which Licensee failed to achieve such required minimum sales. Such termination shall be effective upon delivery of said notice but shall not affect Licensee's outstanding indebtedness to Licensor or any of the provisions relating thereto. NIV Sales per Term Cumulative NIV Sales Contract Term $,_________ $,_________ First Extension Term $,_________ $,_________ Second Extension Term $,_________ $,_________ Third Extension Term $,_________ $,_________ Fourth Extension Term $,_________ $,_________ Fifth Extension Term $,_________ $,_________ Sixth Extension Term $,_________ $,_________ Seventh Extension Term $,_________ $,_________ Eighth Extension Term $,_________ $,_________ Ninth Extension Term $,_________ $,_________ Tenth Extension Term $,_________ $,_________ Eleventh Extension Term $,_________ $,_________ Twelfth Extension Term $,_________ $,_________ Thirteenth Extension Term $,_________ $,_________ ARTICLE 9 ADVERTISING AND ART WORK 9.1 ADVANCE SUBMISSION. Licensee shall submit to Licensor for approval all advertising and promotional items, programs and materials relating to the Trademarked Product at least fourteen (14) days prior to intended usage. Licensor shall provide Licensee with written approval or disapproval within ten (10) business days after Licensor's receipt thereof. Should Licensor disapprove, its written notice shall explain in detail the reasons for disapproval so that Licensee may prepare and submit new advertising and art work. 9.2 ART WORK. Licensor shall make available to Licensee any and all necessary film, photostats, artwork and full color reproductions of its Trademark, artwork, designs and other materials necessary for Licensee's use in accordance with this Agreement. 9.3 EXPENSE REIMBURSEMENT. Licensee shall reimburse Licensor's reasonable out-of-pocket expenses, including, reasonable hourly charges for creative personnel incurred by Licensor in the preparation for Licensee, when and if required, of new artwork, mechanicals, and film. All charges shall be agreed to prior to the time such expenses are incurred, and all sums due to Licensor under this Article 9 shall be paid by Licensee upon receipt of an appropriate invoice. ARTICLE 10 LICENSEE'S RECORDS Licensee shall keep and maintain at its regular place of business separate and complete books and records of all business transacted by Licensee in connection with the Trademarked Product, including, but not limited to, books and records relating to Gross and NIV of sales and orders for Trademarked Product. Such books and records shall be maintained in accordance with generally accepted accounting principles and procedures consistently applied. Licensor or its duly authorized agents or representatives shall have the right to inspect said books and records at Licensee's premises during Licensee's regular business hours upon reasonable prior notice to Licensee. ARTICLE 11 LICENSEE'S ANNUAL REPORTS AND ANNUAL ROYALTY PAYMENTS On or before the fifteenth (15th) day of the second (2nd) month following the end of Licensee's fiscal year, Licensee shall render to Licensor a statement certified by Licensee's Chief Financial Officer disclosing gross and NIV value of sales, Royalties due and Royalties paid for Licensee's preceding fiscal year, and for any Contract or Extension Term which ended within said fiscal year. If said statement discloses that Licensee has paid Royalties in excess of the amounts required to be paid, Licensor shall apply said excess to the next Royalty payment or, if no further Royalty payments are due, such excess shall be remitted to Licensee. ARTICLE 12 AUDIT BY LICENSOR If Licensor so chooses, it may (at its expense, except as provided below) cause its independent accountants to audit or review, upon reasonable prior notice to Licensee, all books and records of Licensee pertaining Trademarked Product. Licensor shall deliver to Licensee not later than sixty (60) days from Licensor's receipt of the applicable Report a statement describing its objections (if any) to Licensee's determination of the Royalties for the applicable period. Each of Licensor and Licensee shall use reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Licensor has submitted its objections, any remaining disputes will be resolved by an accounting firm mutually agreeable to Licensor and Licensee (the fees and expenses of such firm to be paid by Licensor, except as provided below). If Licensor and Licensee are unable to mutually agree on such an accounting firm, a "big-six" accounting firm shall be selected by lot after eliminating one firm designated as objectionable by each of Licensor and Licensee. The determination of any accounting firm so selected shall be conclusive and binding upon the parties. In the event any such audit or review as finally determined pursuant to this Article 12 shall disclose that Licensee has underpaid Royalties for any reporting period, Licensee shall forthwith upon written demand of Licensor pay the amount, if any, by which the Royalties owing exceed Royalties paid, plus interest of ten percent (10%) per annum on such amounts, accruing from the date on which such amounts were due to the date on which sum amounts are paid. Should such audit disclose that the Royalties paid exceeded the Royalties due, any excess amount revealed by such audit will be remitted to Licensee. If Licensor causes its own independent accountants to review the Reports described herein and the effect of such review as finally determined pursuant to this Article 12 is that the amount of the Royalties for the applicable period is understated by two percent (2%) or more, then Licensee shall pay the reasonable costs of Licensor's independent accountant and the reasonable costs of any mutually selected accountant or other accountant selected pursuant to this Article 12. ARTICLE 13 LICENSEE OBLIGATIONS 13.1 LICENSEE DILIGENCE. Licensee shall use its best efforts to sell Trademarked Product. Licensor shall have the right to terminate this Agreement upon written notice to Licensee in the event that Licensee shall fail to sell any Trademarked Product for a period of ninety (90) consecutive days. 13.2 LICENSOR INSPECTION RIGHTS. Licensor shall have the right upon reasonable prior notice to Licensee to inspect any of Licensee's facilities pertaining to the Trademarked Product during regular business hours. Licensor shall conduct such inspection in the presence of an officer, partner or authorized representative of Licensee. 13.3 NO COMPETITION WITH TRADEMARKED PRODUCT. During the term of this Agreement, Licensee shall not enter another license Agreement for products that would directly compete with the Trademarked Product. ARTICLE 14 APPROVALS AND QUALITY STANDARDS 14.1 ADVANCE APPROVAL. Prior to any use of any Trademark, Licensee shall, at Licensee's expense, submit to Licensor, for Licensor's written approval, the following: (a) two (2) specimens of each Product on which the Trademark is to appear (the "Specimens"); (b) all artwork which Licensee intends to use in connection with the Trad