Gary Player License Agreement

EXHIBIT 10.12


LICENSING AGREEMENT


THIS AGREEMENT, made and entered into as of the first day of March 1999, by and between GARY PLAYER GROUP, INC., dba Gary Player Golf Equipment (hereinafter referred to as "Licensor") having an address at 3930 RCA Blvd., Suite 3001, Palm Beach Gardens, Florida 33410, USA and AJAY LEISURE PRODUCTS, INC., (hereinafter referred to as "Company") having an address at 1501 East Wisconsin Street, Delavan, WI 53115.


WITNESSETH:


WHEREAS, Company desires to use the name, logo, image, and likeness of Gary Player in connection with the design, manufacture, advertisement, promotion, distribution, and sale of Company's "Licensed Products" (hereinafter defined);


WHEREAS, Licensor is willing to grant such rights to Company, upon the terms and conditions hereinafter set forth;


NOW, therefore, for and in consideration of the premises and of the mutual promises and conditions herein contained, the parties do hereby agree as follows:


1. Definitions


As used herein, the following terms shall be defined as set forth below:


(a) "Player Identification" shall mean the name GARY PLAYER, Black Knight, and
Gary Player's Black Knight logo as detailed in schedule A, together with
the image, pictures, photos, likeness, and signature, etc. of Gary Player,
and any combination of the foregoing as may be approved in advance by
Licensor.


(b) "Products" shall mean the full range of golf gloves, bags, pull handcarts,
and golf accessories in the nature of those listed on schedule B,
including packaging.


(c) "Licensed Products" shall mean all the Products of Company which have any
part of the Player Identification affixed or attached thereto in any
permanent, non-removable manner, or which are sold in packages which bear
the Player Identification.


(d) "Initial Period" shall mean that period of time which shall be deemed to
have commenced March 1, 1999 which shall continue until June 30, 2004.


(e) "Renewal Period" shall mean all Contract Years added as a result of the
automatic renewals provided for in Paragraph 25.


(f) "Contract Period" shall mean the Initial Period and the Renewal Period
collectively.


(g) Initial "Contract Year" shall mean the period of sixteen (16) successive
months commencing on 1st of March during the Contract Period, provided
that the first Contract Year shall be deemed to have commenced on March 1,
1999 and shall continue until June 30, 2000.


(h) "Contract Territory" shall mean the United States of America only.


2. GRANT OF RIGHTS


(a) Licensor hereby grants to Company, during the term of the Contract
Period hereof, subject to all of the terms and conditions of this
Agreement, including without limitation the provisions of subparagraph
(b) immediately below, (i) the exclusive right and license to use the
Player Identification throughout the Contract Territory (only) in
connection with the design, manufacture, advertisement, promotion,
distribution, and sale of Licensed Products, (ii) from time to time
with the prior written approval of Licensor, which approval will not be
unreasonably withheld, the non-exclusive right and license to use the
Player Identification in connection with the design, manufacture,
advertisement, promotion, distribution and sale of Licensed Products
through Williams World Trade, Inc. and/or Amity Manufacturing SDN.BHD
in territories outside of the Contract Territory; and (iii) a first
right of refusal to negotiate and obtain additional future licenses for
the Player Identification in other categories within the Contract
Territory and in the same or other categories in territories outside of
the Contract Territory. Licensor hereby agrees that the right to use
Player Identification will not be granted to any third party (any party
other than Company) for use anywhere in the Contract Territory (and
Licensor, itself, will not use the Player Identification or
manufacture, distribute, market or endorse any products directly
competitive with the Company's products anywhere in the Contract
Territory) during the Contract Period in connection with the design,
manufacture, promotion, distribution, or sale of any other items of
"Products" (as hereinafter defined).


(b) The foregoing rights granted to Company shall be limited to the right to
use the full and complete name of Gary Player and the Company acknowledges
and agrees that


no rights have been granted to Company to use (and Company agrees that
unless Licensor


shall otherwise specifically approve in advance and in writing, that
Company will not use) the simple name "Player" on or in connection with
Licensed Products or in the advertising or promotion of Licensed Products.


(c) Company hereby acknowledges and agrees that the foregoing rights
granted by Licensor to Company to advertise, distribute, and sell
Licensed Products shall be limited to the distribution and sale of
Licensed Products only through: Golf Course Pro Shops, Golf Specialty
Shops, Sporting Goods Stores, Department Stores, major mass market
chain stores such as K-Mart, Target, Wal-Mart and usgolfshop.com and
pre-approved E-commerce Internet sites, and Company agrees not to
distribute or sell Licensed Products to discount mass market
liquidators, except with the prior written approval of Licensor, which
approval shall not be unreasonably withheld; provided, that, prior to
making any sales to liquidators, the Company shall notify Licensor in
writing and, in lieu of permitting the Company to sell a liquidator,
Licensor may elect to assist the Company in the sale of the Licensed
Product within 60 days of receipt of notice of the Company's
intention. With respect to any permitted sales to liquidators under
this provision, the quantity of Licensed Products per Product class
sold to the liquidator shall not exceed the average of the Company's
unit sales in the applicable Product class during the last two calendar
quarters.


3. Diligent Efforts


Company agrees that it will use diligent efforts to actively and
aggressively promote the sale of Licensed Products throughout the Contract
Territory. In this connection, each Contract Year, Company agrees that it
will budget and spend for the advertising and production of catalogs used
in promotion of Licensed Products an amount which is no less than the
annual "Advertising Budget" as hereafter described. Each annual
"Advertising Budget" shall be an amount equal to a minimum of three
percent (3%) of the Gross Wholesale Sales (as hereafter defined in
Paragraph 12) of Licensed Products achieved by Company during each
Contract Year. Examples of appropriate advertising media would include,
but not be limited to: Corporate product catalogs, hang tags, labels,
packaging, public relations expenditures directly related to the promotion
of the Licensed Products, dealer co-op advertising, trade show expenses,
Internet site maintenance of the licensed product, golf outings in support
of the Licensed Products and direct mail.


Company hereby acknowledges and agrees that it will produce, at its sole
cost and expense, a new catalog and point of sale material each Contract
Year which will detail the Licensed Products offering photographically
with text descriptions in a manner, style, and


quality consistent with the name, image, and likeness of the Player
Identification to be approved subject to Paragraph 7.


4. Promotional Assistance


(a) Provided that the Company supplies to Licensor the necessary quantities
of Licensed Products in such styles as are reasonably acceptable to
Licensor, Licensor agrees that it will use Licensed Products supplied,
whenever Licensor participates in any photo sessions for the production
of advertising materials on behalf of Licensed Products to be
distributed and sold in the Contract Territory. Licensor will confine
its annual dollar amount of promotional assisted product to US $1,000
based upon the Company's 1999 cost of goods.


(b) Throughout the duration of the Contract Period, on those occasions when
Licensor makes arrangements to take booth space at either the Orlando,
Florida PGA Merchandise Show, the Las Vegas, Nevada PGA International
Show, and/or any other such trade show for golf-related merchandise
held inside or outside of the Contract Territory, Licensor agrees to
use its reasonable efforts to make available to Company the opportunity
to include a representative display of Company's Licensed Products in
the booth display. Company agrees to be responsible for a
contribution, not to exceed US $3,000 per show, to the overall expenses
incurred from participation in the two major US trade shows mentioned
above.


(c) Throughout the duration of the Contract Period, on those occasions when
Licensor makes arrangements to take booth space at golf-related trade
shows held at locations outside the Contract Territory, Licensor may,
at Licensor's discretion, incorporate as a part of Licensor's display
at such a booth a representative display of Company's Licensed
Products. It is understood that those trade shows at which Licensor
makes this opportunity available to Company shall be selected in
advance by Licensor, in Licensor's sole discretion, and, if the Company
agrees to participate, to be responsible for a contribution, not to
exceed $1,000 per show unless a different amount is agreed to in
advance, to the cost of the booth and related expenses for any such
trade show at which Company's Licensed Products are so displayed.


Licensor guarantees to promote Company's products whenever possible at all events, such as trade shows and sports shows, where Gary Player makes appearances. During each Contract Year, Licensor will make available Gary Player (a) for a photo shoot, and (b) upon the Company achieving a combined annual remuneration of US $50,000 to the Licensor, which the Company may elect to advance and apply against future remuneration owed to Licensor under Paragraphs 8 through 11 below, for two key account visitations, and a Company sponsored golf outing in which several significant and competitive buyers of the Licensed Products are in attendance. The aforementioned appearance commitments must be scheduled during convenient times arranged dependent on Gary Player's professional playing schedule and worldwide travel & business commitments, and the availability of his photographs, slides, positives, logo artwork, etc. to


Company for advertising and promotional purposes. Licensor will provide sales and distribution assistance for distribution of Company's products to existing network of distributors, agents, and clients, etc., including locations of Gary Player Golf Academies and Gary Player Design projects where possible within the Contract Territory.


(d) Licensor will notify the Company of new ideas related to the products
which are presented to Licensor from time to time and will afford the
Company the first opportunity to review such product ideas to enable
the Company the earliest opportunity to negotiate a license or other
rights to bring new products to market utilizing the Player
Identification. Upon receipt of any notice of a new product idea, the
Company shall have 30 days to review information presented and notify
Licensor of its election to pursue the new product idea.


5. Buying Agent


The Licensor elects to utilize the services of an international trading
company to facilitate its global trading business. At this time, the
Licensor has appointed Nissho Iwai American Corporation (NIAC) as its
buying agent. As Buying Agent, NIAC will coordinate logistics and ordering
communication and make payments to the Company in accordance with those
terms and conditions negotiated between Licensor and the Company. If the
Company desires to sell Licensed Products outside of the Contract
Territory and Licensor approves the sales thereof in writing, Company
agrees to conduct any and all sales of Licensed Products in overseas
markets through NIAC, except for Licensed Products sold by Company in the
Contract Territory or as otherwise provided in subparagraph 2(a)(ii)
above; provided, that, the Company shall not be required to pay a sales
commission or other remuneration to NIAC for any sales made through NIAC
as required by this Paragraph. Company shall refer all matters relating to
and arising from ordering, shipment, and payment of Company's products to
NIAC at 1055 West 7th Street, Suite 3200, Los Angeles, California 90017;
Tel: (213) 688 0688, Fax: (213) 688 0602. A copy of all correspondence
with NIAC shall be submitted simultaneously to Gary Player Golf Equipment
at the address provided in Paragraph 17 below.


6. Quality of Licensed Products


Company agrees that Licensor shall have the right to approve or disapprove
any endorsement, trademark, or trade name used in connection therewith.
Licensor agrees that any item submitted for approval as provided herein
may be deemed by Company to have been approved hereunder if the same is
not disapproved in writing within fourteen (14) business days after
receipt thereof. Licensor agrees that any item submitted will not be
unreasonably disapproved and, if it is disapproved, that Company will be
advised of the specific grounds thereof.


7. Approval of Advertising


Company agrees that no use of Player Identification nor any item used in
connection with the Player Identification will be made hereunder unless
and until the same has been approved by Licensor herein currently
represented by Marc B. Player. Licensor agrees that any material,
advertising, or otherwise, submitted for approval as provided herein may
be deemed by Company to have been approved hereunder if the same is not
disapproved in writing within fourteen (14) business days after receipt
thereof. Licensor agrees that any material submitted hereunder will not be
unreasonably disapproved, and if it is disapproved, that Company will be
advised of specific grounds therefor. Company agrees to protect,
indemnify, and save harmless Licensor and Licensor's authorized agent, or
either of them, from and against any and all expenses, damages, claims,
suits, actions, judgements, and costs whatsoever, arising out of, or in
any way connected with, any advertising material furnished by, or on
behalf of, Company.


8. Annual Rights Fee


As compensation for the right of the use of the "Player Identification",
Company shall pay to Licensor, with respect to each Contract Year during
the Contract Period, a rights fee equivalent to US $25,000. The Annual
Rights Fee for the Initial Contract Year shall be paid to Licensor based
on the following payment schedule:


Payment: Date: US $:
-------- ------- --------
1st half March 1, 1999 $12,500
2nd half August 1, 1999 $12,500


Subsequent Annual Rights Fees shall be paid to Licensor based on the following payment schedule:


Payment: Date: US$:
-------- ------- --------
1st half June 1 $12,500
2nd half December 1 $12,500


9. Guaranteed Royalties/Sales Forecasts


As compensation to Licensor for the grant to Company of the above
exclusive rights, Company shall pay to Licensor guaranteed minimum
non-refundable royalties for each


Contract Year as detailed below:


Contract Year Guaranteed Royalties (US$)
-------------- --------------------------


Year 1 ...