Exhibit 10.4
LICENSE AGREEMENT
This license agreement dated October 5, 1999, hereinafter referred to as (the
"Agreement") between Spartan Sporting Goods and Fashions Inc., a New York
Corporation located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, hereinafter
referred to as (the "Licensor"), and Media Vision Productions Inc., a
Delaware Corporation located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as (the "Master Licensee").
Effective October 1, 1999, the corporate name of Media Visions Production,
Inc. was changed to eCONTENT, Inc.
WHEREAS, The Master Licensee desires to license from the Licensor, "Spartan",
hereinafter referred to as (the "Property") upon the terms and conditions set
forth below.
NOW, THEREFORE, in consideration of the mutual promises and undertaking
herein contained and for other goods and valuable consideration, and
intending to be legally bound, the parties agree to as follows:
TERM:
This contract begins January 1, 2000 and ends January 1, 2003
FIRST OPTION TO EXTEND:
At the end of the initial three-year term of this Agreement, the Master
Licensee shall have the option to extend the term of this Agreement for an
additional three-year period, provided that the following conditions are
satisfied:
1) Master Licensee is not in default under this Agreement:
2) Master Licensee has paid all Non-Refundable Payments,
Minimum Monthly Payments and Quarterly Royalty Payments
on a timely basis; and
3) During the previous three-year period, Master Licensee has
paid Licensor a minimum of Seven Hundred Thousand Dollars
($700,000.00) in Non-Refundable Payments, Minimum Monthly
Payments and Quarterly Royalty Payments under this Agreement.
SECOND OPTION TO EXTEND:
At the end of the first option period, the Master Licensee shall have the
option to extend the term of this Agreement for an additional three-year
period, provided that the following conditions are satisfied.
1) Master Licensee is not in default under this Agreement:
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2) Master Licensee has paid all Non-Refundable Payments,
Minimum Monthly Payments and Quarterly Royalty Payments
on a timely basis; and
3) During the previous three-year period, Master Licensee has paid
Licensor a minimum of One Million Dollars ($1,000,000.00) in
Non-Refundable Payments, Minimum Monthly Payments and Quarterly
Royalty Payments under this Agreement.
LICENSE:
The Licensor hereby grants to the Master Licensee, the exclusive right,
through any and all sales channels, to the names Spartan, Spartan Sporting
Goods & Fashions, and all images, logos, trademarks, classifications,
copyrights and product lines owned by Spartan and Spartan Sporting Goods &
Fashions, as set forth in Exhibit "A", page 9 attached hereto for the
following categories.
1) All men, women and children's apparel.
2) All sports, gym and exercise equipment.
3) All accessories (mutual agreement by both parties on certain
products).
The Licensor shall provide to the Master Licensee, a copy of all trademarks,
copyrights, logos, and images, to which it has any proprietary rights. The
Licensor further agrees to the Master Licensee that the Licensor will
maintain such rights for the term of this Agreement.
The Master Licensee shall have as the Licensor has, the right to promote and
publicize through all Media including but not limited to TV, radio, Internet,
mail and the use of celebrity spokespersons to enhance and create the demand
for Spartan and the sales of its products.
OWNERSHIP OF RIGHTS:
U.S. Patent and Trademark Washington D.C. registration 1,984,904.
International number 22,23,25,28,38,39,50.
SALES CHANNELS:
a. Sales channels shall mean sales of goods by Master Licensee, directly
or through its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors, to or through any source.
b. Mail order sales shall mean sales of goods by Master Licensee directly
or through its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors to consumer through mail solicitation
of any type.
c. Media sales shall mean sales of goods by Master Licensee directly or
through its authorized sub-licensees, manufacturers, wholesalers,
representatives, and distributors through all media, including but not
limited to radio, print, mail, telemarketing, and television of any
kind.
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d. The Licensor and The Master Licensee shall have equal rights to sell on the
Licensor's existing website, i.e. ▇▇▇▇▇▇▇▇▇▇.▇▇▇, and any future websites
that the Licensor or the Master Licensee may create. In the event of a
default of this Agreement, (as described on Page 6, (RIGHT OF TERMINATION)
all rights, titles and interests in the Licensor existing website, i.e.
▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Master Licensee Websites shall automatically revert back
to ▇▇▇▇▇▇ Post.
e. Direct sales mean any products manufactured or distributed by Media Vision
Productions Inc., without a sub-license or wholesaler. Direct sales do not
include sales through mass marketers, i.e. Wal-Mart Stores, Kmart, Target,
and national chains, etc. or sales through public broadcast television.
The Licensor shall receive 10% of all monies received by Media Vision
Productions Inc., from direct sales of the product, i.e. all shopping from
home TV networks or channels, infomercials, print ads, telemarketing,
direct mail, credit card syndication, specialty store, Internet or any
other outlet for direct sales. However, this provision shall not preclude
the Licensor from selling its existing products or any new products that
may be developed by them through their existing website.
f. The Master Licensee must supply to the Licensor, a copy of any and all
transactions with its present or future authorized sub-licensees,
manufacturers, wholesalers, representatives, or distributors, etc.,
regarding the Property, within 72 hours of such transactions.
ASSIGNMENT:
This agreement can be assigned without restriction by Master Licensee to any
entity that would not be: "IN CONFLICT OF INTEREST" -- "OR IN COMPETITION WITH"
the existing logos, trademarks, copyrights, related names and product of
licensor i.e. "EVERLAST", "FILA", AND "B.U.M. SPORTS".
TERRITORY:
The World excluding Europe (with the exception of all Internet Marketing which
is worldwide) and the exception of mass marketers i.e. international equivalent:
Wal-Mart, Kmart, Target, etc. The Licensor has the first right of refusal to
develop a mutually acceptable marketing proposal for other countries. In such
event, the Master Licensee will receive 30% of all income generated therefrom.
ROYALTY PAYMENTS AND REPORTINGS:
For the use of the Property, the Master Licensee shall pay to the Licensor, a
royalty that is equal to thirty percent (30%) of all royalty income received by
Master Licensee on all sales of goods and including any down-payments, bonuses,
"up-front", or any other monies the Master Licensee may receive from any of its
sub-licensees, manufacturers, wholesalers, representatives or distributors and
all sources on all sales. It is understood that Licensor will receive 40% of
all royalty income received by Master Licensee on all sales of goods and
including any down payments, bonuses, "up-front", or any other monies the Master
Licensee may receive from wholesalers, representatives or distributors and all
sources on all sales of underwear and swimwear. The Licensor shall also
receive 50% of all royalty income received by the Master Licensee on all
sales of goods and including any down-payments, bonuses, "up-front", or any
other monies the Master
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Licensee may receive from any of its sub-licensees, manufacturers, wholesalers,
representatives or distributors and all sources on all Internet sales, as
described on Page 2, LICENSE. The Licensor shall continue to receive 100% of the
income and royalty of all sales generated from its own and existing website,
i.e., ▇▇▇▇▇▇▇▇▇▇.▇▇▇, with any and all existing products, through the life of
this contract. The royalties shall be paid by Master Licensee not later than
the 30th day after the close of every calendar quarter during the original term
of this Agreement and any extension thereof, and thereafter so long as any sales
are made by the Master Licensee pursuant to this Agreement. At the end of each
quarter, the Master Licensee shall furnish the Licensor with a full and complete
statement showing the number of goods that have been sold by the Master Licensee
or its authorized sub-licensees, manufacturers, wholesalers, representatives, or
distributors during the preceding calendar quarter, and the sales price of such
goods. All late payments hereunder shall be subject to a 2% per month (24%
annual) late charge. It is further understood, that the Licensor may develop
and market a "high-end/high price point" line of Spartan related fashion. The
Master Licensee will receive 30% of all royalties emanating from sales of the
"high-end/high price point" line to sources, which Licensor had not done
business with prior to execution of this contract. In this regard, the Licensor
shall provide the Master Licensee reciprocal records and bookkeeping
obligations. Master Licensee shall have complete discretion to establish
royalty ratios and other terms for any of its sub-licenses under this Agreement.
NON-REFUNDABLE PAYMENTS: (SEE ADDENDUM FOR STOCK TRANSACTION)
The Master Licensee shall also pay to ▇▇▇▇▇▇ Post, the following annual
non-refundable license fee for the use of the Spartan name by January 1 of each
year during the term of this Agreement and any extension thereof.
YEAR ANNUAL LICENSE FEE
---- ------------------
1 -- JANUARY 1, 2000 $25,000
2 -- JANUARY 1, 2001 $25,000
3 -- JANUARY 1, 2002 $25,000
4 -- JANUARY 1, 2003 $30,000
5 -- JANUARY 1, 2004 $36,000
6 -- JANUARY 1, 2005 $43,200
7 -- JANUARY 1, 2006 $51,850
8 -- JANUARY 1, 2007 $62,200
9 -- JANUARY 1, 2008 $74,650
The annual license fee shall be in addition to the normal royalty payments. The
non-refundable payments will be added along with all Quarterly Royalty Payments
and any Cumulative Payments for third year renewal and new renewals.
MINIMUM MONTHLY PAYMENTS:
The Master Licensee also agrees to transfer, on a monthly basis, by electronic
funds from the bank account of the Master Licensee to the Licensor's Spartan
bank account, the
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following monthly minimum payments, starting January 1, 2000, and on the 1st
day of each month thereafter during the term of this Agreement and any
extensions thereof.
YEAR NUMBER OF PAYMENTS MONTHLY PAYMENT
---- ------------------ ---------------
1 - JANUARY 1, 2000 12 $ 5,000
2 - JANUARY 1, 2001 12 $ 6,000
3 - JANUARY 1, 2002 12 $ 7,200
4 - JANUARY 1, 2003 12 $ 8,640
5 - JANUARY 1, 2004 12 $10,368
6 - JANUARY 1, 2005 12 $12,442
7 - JANUARY 1, 2006 12 $14,930
8 - JANUARY 1, 2007 12 $17,916
9 - JANUARY 1, 2008 12 $21,500
The minimum monthly payments shall be credited as a payment against the
Quarterly Royalty Payments to be paid by the Master Licensee.
FIRST CONTRACT (ADDENDUM): SEE PAGE 10
STOCK CONTRACT (ADDENDUM): SEE PAGE 11
BOOKS AND RECORDS:
The Master Licensee shall keep full, complete and accurate books of account
and records covering all transactions relating to the subject matter of this
Agreement. The Licensor, through its authorized representative shall have the
right to examine such books of account and record and other documents and
material in Master Licensee's possession or under its control insofar as they
relate to the manufacture and sale of Spartan goods. The Licensor and its
representative shall have the right to inspect the Master Licensee's books or
records during normal business hours at any given time. However, if such
inspection should reveal that the Master Licensee has underpaid the Quarterly
Royalty Payments that are supposed to be payable to the Licensor of more than
$1,000.00, the Master Licensee shall pay or reimburse the Licensor all costs
in connection with such inspections including reasonable accounting and legal
fees as well as interest on any amount that is determined to be due to
Licensor.
QUALITY:
Master Licensee acknowledges that if the goods manufactured and sold by its
representatives are of inferior quality in material and workmanship, the
substantial goodwill which the Licensor has built up and now possesses in
the property will be impaired. Accordingly, Master Licensee warrants that the
goods will conform to industry acceptable standards for appearance and
quality. In the event there is an occurrence connected with the quality of
the goods which reflects unfavorably upon Licensor, the Licensor shall have
the right to withdraw its approval of such goods. Thereafter, the Master
Licensee and its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors, shall immediately cease producing such
goods, until such time as such goods are brought back to quality standards as
stated above. If the Master
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Licensee and its authorized sub-licensees, manufacturers, wholesalers,
representatives, or distributors shall thereafter continue to manufacture or
distribute unacceptable goods, the Master Licensee shall be obligated to pay
the Licensor the sum of $1,000.00 per day as liquidated damages for violating
this Agreement.
ADDITIONAL RIGHTS:
a. The Licensor and the Master Licensee have equal rights to
manufacture and sell "Spartan" products to gyms.
b. Licensor and Master Licensee have equal rights to manufacture and
sell "Spartan" products to professional athletes.
c. Licensor and Master Licensee have equal rights to offer "Spartan"
products through mail order.
d. Licensor and Master Licensee have equal rights to sell "Spartan"
products on the Web, Internet.
e. Licensor may develop and market Spartan software and hardware goods
for hunting, fishing and camping, and offer Master Licensee a sixty
day first right of refusal to develop a mutually acceptable
marketing proposal. In the event that Licensor markets
aforementioned, Master Licensee will receive 30% of all income
generated from these products.
f. The Licensor has the rights to software and hardware goods,
developed for any athlete which Spartan had dressed prior to the
date of this Agreement and marketed through any sales channel
Spartan has used prior to this Agreement and market it through any
sales channel currently used by Spartan. To name a few: ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇.▇. Bonkavich, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Zabiel Judah, ▇▇▇▇▇▇ ▇▇▇▇▇,
etc.
RIGHT OF TERMINATION:
Without prejudice and any other rights, Licensor shall have the right to
terminate this agreement upon written notice to Master Licensee at any time
that the following may occur:
a. If the Master Licensee fails to comply with any provisions of this
Agreement and including the addendum from Media Vision Productions,
Inc. or its assigns, or to deliver any of the statements herein
referred to, and as such default shall continue for a period of
thirty working days after written notice of such default is sent by
Licensor to Master Licensee.
b. If the Master Licensee fails to obtain two fully executed general
releases by the principals of Fitness Licensing Corp., which
releases are to be attached as addendums to this agreement and made
a part hereof.
c. If Master Licensee is involved in any act of bankruptcy or
insolvency then Licensor shall have the right to terminate this
agreement and all rights stated in this agreement revert back to
Licensor.
d. In the event of the occurrence of (A), (B), or (C) above, or the
expiration of the term of this Agreement, all Spartan licenses and
all its images, logos, trademarks,
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classifications, copyrights or any product lines will revert back to
▇▇▇▇▇▇ Post as his property.
GOVERNING LAW; ARBITRATION:
This Agreement shall be deemed a contract made under the laws of the State of
Florida and together with the rights and obligations of the parties
hereunder, shall be construed under and governed by the laws of such state.
Other than with respect to injunctive or equitable relief sought by any party
to this Agreement, all disputes arising under this Agreement shall be finally
settled under the Rules of the American Arbitration Association (the "Rules")
by three arbitrators appointed in accordance with the Rules. Any such
arbitration shall be held in West Palm Beach, Florida pursuant to the laws of
the State of Florida unless the parties hereto mutually agree in writing upon
some other location for arbitration. The arbitrators shall be empowered to
award punitive, exemplary and/or consequential damages to any party. There
shall be no consolidation of this arbitration with any other dispute or
proceeding involving third parties. The provisions of this Agreement shall
prevail in any case on inconsistency between the Rules and this Agreement.
PUBLICITY:
The Master Licensee shall not issue or make, or cause to have issued or made,
any public release or announcement concerning this Agreement or the
transactions contemplated hereby, that would impair the name, trademark,
reputation, or product classification of Spartan or Spartan Sporting Goods &
Fashions, Inc..
COUNTERPARTS:
This Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which shall constitute but one and the
same instrument. One or more counterparts of this agreement may be delivered
via Telecopier, with the intention that they shall have the same effect as
the original counterpart hereof.
FURTHER ASSURANCES:
Each one of the parties shall execute and deliver such documents and take
such action, as shall be reasonably requested by any other party hereto carry
out the transactions contemplated by this Agreement.
ATTORNEYS' FEES:
In the event that a suit for the collection of any damages resulting from or
for the injunction of any action constituting a breach of any term of or
provisions of this Agreement, the prevailing party shall pay all reasonable
costs, fees and expenses of the non-prevailing party.
ENTIRE AGREEMENT:
The Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and shall supersede all prior
negotiations, arrangements,
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understandings and agreements, both oral and written, among the parties
hereto with respect to such subject matter.
SALES AFTER EXPIRATION:
Upon expiration or termination for whatever reason of this Agreement, the
Master Licensee shall not be permitted to sell or ship its remaining
inventory of goods following the termination date of this Agreement without
the express written consent from the Licensor, which shall not be
unreasonably withheld.
AMENDMENTS AND WAIVERS:
This Agreement may not be amended, nor any provision hereof waived, unless
such amendment or waiver is approved, in writing by the parties.
NOTICES
All notices, requests, consents, reports and demands shall be in writing and
shall be hand delivered, sent by facsimile or other electronic medium, or
mailed, postage prepaid, to the Licensor or the Master Licensee at the address
set forth below or to such other address as may be furnished in writing to
the other parties hereto. A notice shall be deemed effective (1) upon
delivery, if by hand, (ii) on the date faxed or electronically transmitted,
if confirmation of such transmission is obtained, and (iii) upon the third
day following mailing as set forth above.
IF TO THE LICENSOR: ▇▇▇▇▇▇ Post, President
Spartan Sporting Goods & Fashions, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
IF TO THE MASTER LICENSEE: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President/Corporate Secretary
Media Visions Productions, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, the parties have signed this Agreement on the day and
year set forth above.
LICENSOR: MASTER LICENSEE:
SPARTAN SPORTING GOODS & MEDIA VISIONS PRODUCTIONS, INC.
FASHIONS, INC.
By: /s/ ▇▇▇▇▇▇ Post By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
▇▇▇▇▇▇ Post, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President/
Corporate Secretary
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EXHIBIT "A"
[Attach List of Licensed Trademarks, Copyrights, Logos, Names, Designs,
etc. as Exhibit "A"]
▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
[LOGO]
CERTIFICATE OF REGISTRATION
This is to certify that the records of the Patent and Trademark Office
show that an application was filed in said Office for registration of the
▇▇▇▇ shown herein, a copy of said ▇▇▇▇ and pertinent data from the
Application being annexed hereto and made a part hereof,
And there having been due compliance with the requirements of the law and
with the regulations prescribed by the Commissioner of Patents and Trademarks,
Upon examination, it appeared that the applicant was entitled to have
said ▇▇▇▇ registered under the Trademark Act of 1946, as amended, and the
said ▇▇▇▇ has been duly registered this day in the Patent and Trademark
Office on the
PRINCIPAL REGISTER
to the registrant named herein.
This registration shall remain in force for TEN years unless sooner
terminated as provided by law.
In Testimony whereof I have hereunto set
my hand and caused the seal of the Patent
and Trademark Office to be affixed this
ninth day of July 1996.
[SEAL]
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Commissioner of Patents and Trademarks
INT. CLS.: 25 AND 28
PRIOR U.S. CLS.: 22, 23, 38, ▇▇ ▇▇▇ ▇▇
▇▇▇. ▇▇. ▇,▇▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ PATENT AND TRADEMARK OFFICE REGISTERED JULY 9, 1996
--------------------------------------------------------------------------------
TRADEMARK
PRINCIPAL REGISTER
[LOGO]
SPARTAN SPORTING GOODS MFG. CORP.
(NEW YORK CORPORATION)
▇▇ ▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
FOR CLOTHING SOLD IN HOTELS, SOUVENIR SHOPS, MAIL ORDER CATALOGS,
HEALTH SPAS AND GYMS AND MADE OF SILK, SATIN, RAYON, NYLON, POLYESTER, WOOL,
SPANDEX, LEATHER, SILK VELVET, NEOPRENE, VINYL, PLASTIC, ACETATE, NAMELY
ROBES, SHORTS, SWEAT PANTS, SWEATSHIRTS, JACKETS, JOGGING SUITS, T-SHIRTS,
TANK TOPS, CAPS, BOXING TRUNKS, BRIEFS AND SOCKS, IN CLASS 25 (U.S. CLS. 22
AND 39).
FIRST USE 0-0-1954; IN COMMERCE 0-0-1954
FOR BOXING EQUIPMENT, NAMELY BOXING GLOVES, BOXING HEADGEAR, BOXING
PROTECTIVE CUPS, BOXING HEAVY BAGS, BOXING SPEED BAGS, BOXING EQUIPMENT BAGS,
BOXING DOUBLE END BAGS AND BOXING GYMNASIUM EQUIPMENT, NAMELY SKIP ROPE,
ANKLE AND WRIST WEIGHTS, CHINNING BARS, PUSH-UP FLOOR BARS, WEIGHTLIFTING
BELTS, WEIGHTLIFTING GLOVES, DUMBELL AND BARBELL RACK, CHEST PULLEY WEIGHTS,
HAND GRIPS, WAIST TRIMMER, EXERCISE TRAINING MAT, WHEEL EXERCISER, TENSION
▇▇▇▇▇▇ BAR, NECK DEVELOPER, MEDICINE BALL, HAND WRAPS, MOUTHPIECES, TARGET
PUNCH MITTS, BOXING RING, RING PADDING, RING ROPES, TURNBUCKLES, CORNER
CUSHIONS, RING CANVAS, CORNER STOOL, RING ▇▇▇▇ AND RING STAIRWAY, IN
CLASS 25 (U.S. CLS. 22, 23, 38 AND 50).
FIRST USE 0-0-1954; IN COMMERCE 0-0-1954.
SER NO. 74-259,488. FILED 12-16-1991.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, EXAMINING ATTORNEY
ADDENDUM (INVOLVING FIRST CONTRACT)
MARCH - 1999
The parties agree that the March - 1999 contract between Spartan and
Fitness Licensing signed on their behalf is hereby declared null and void,
however the parties agree that Ed Post will retain the non-refundable payment
of $25,000.00 and 15,000 unrestricted shares of Media Vision Productions,
Inc., paid in connection with the execution of this October 5, 1999 Agreement.
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ADDENDUM
"Media Vision Productions, Inc. hereby agrees to issue to ▇▇▇▇▇▇ Post
35,000 shares of common stock in the corporation. The stock shall be issued
to Mr. Post within sixty (60) days of the execution of the License Agreement
by Mr. Post. The shares shall bear a restrictive legend for a period of one
year from the date of the execution of the License Agreement by Mr. Post."
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ADDENDUM
TO LICENSE AGREEMENT DATED OCTOBER 5, 1999
BETWEEN SPARTAN SPORTING GOODS AND FASHIONS, INC. AND
MEDIA VISION PRODUCTIONS, INC.
GENERAL RELEASE
I, ▇▇▇▇ ▇▇▇▇▇▇▇, grant this release to ▇▇▇▇▇▇ Post, Spartan U.S.A., and
Spartan Sporting Goods & Fashions, Inc. ("Spartan"), a New York Corporation.
1. I understand that I will not receive any monetary or material
compensations in connection with the License Agreement dated
March 26, 1999, between ▇▇▇▇▇▇ Post, Spartan U.S.A., Spartan Sporting
Goods & Fashions, Inc., and Fitness Licensing Corporation, a Florida
Corporation which was purchased by Media Vision Productions Inc.,
a Delaware Corporation.
2. I understand that Spartan has the sole right to assign licensing rights
to its products and logos, etc.
3. I also understand that Media Vision Productions Inc., has entered into
a Licensing Agreement wtih Spartan, dated October 5, 1999, and that I have
no involvement whatsoever in this new Agreement.
4. I agree to hold ▇▇▇▇▇▇ Post, Spartan U.S.A., Spartan Sporting Goods &
Fashions, Inc., and any authorized third parties, harmless in connection
with my previous participation with the company.
Dated: Oct. 5th, 1999 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, President
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President
Fitness Licensing Corp.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Sworn to before me
this ___ day of ______________, 1999
-------------------------------
Notary Public
ADDENDUM
TO LICENSE AGREEMENT DATED OCTOBER 5, 1999
BETWEEN SPARTAN SPORTING GOODS AND FASHIONS, INC. AND
MEDIA VISION PRODUCTIONS, INC.
GENERAL RELEASE
I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, grant this release to ▇▇▇▇▇▇ Post, Spartan U.S.A., and
Spartan Sporting Goods & Fashions, Inc. ("Spartan"), a New York Corporation.
1. I understand that I will not receive any monetary or material
compensations in connection with the License Agreement dated
March 26, 1999, between ▇▇▇▇▇▇ Post, Spartan U.S.A., Spartan Sporting
Goods & Fashions, Inc., and Fitness Licensing Corporation, a Florida
Corporation which was purchased by Media Vision Productions Inc.,
a Delaware Corporation.
2. I understand that Spartan has the sole right to assign licensing rights
to its products and logos, etc.
3. I also understand that Media Vision Productions Inc., has entered into
a Licensing Agreement wtih Spartan, dated October 5, 1999, and that I have
no involvement whatsoever in this new Agreement.
4. Specifically I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, release ▇▇▇▇▇▇ Post, Spartan U.S.A.,
and Spartan Sporting Goods & Fashions Inc., from all previous licensing
agreements with any other company and any and all previous finders fees,
commissions, or other monies which may have derived from the previous
agreements, whether oral or written.
5. I agree to hold ▇▇▇▇▇▇ Post, Spartan U.S.A., Spartan Sporting Goods &
Fashions, Inc., and any authorized third parties, harmless in connection
with my previous participation with the company.
Dated: Oct. 5th, 1999 /s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Fitness Licensing Corp.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Sworn to before me
this ___ day of ______________, 1999
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Notary Public