Trademark License Agreement

Exhibit 10.8 TRADEMARK LICENSE AGREEMENT --------------------------- THIS AGREEMENT made and entered into as of the 18th of March, 1985 byand between RAYMARK INDUSTRIES, INC. ("Raymark"), a Connecticut corporation, 100Oakview Drive, Trumbull, Connecticut 06611, and Brake Systems, Inc. ("BSI"), aConnecticut corporation, 75 East Main Street, Stratford, Connecticut 06497. WITNESSETH ---------- WHEREAS, Raymark manufactures and/or sells through its Brake SystemsDivision a complete line of dry brake friction products for on-highway vehicles("Friction Products") including, without limitation, brake linings, relinedbrake shoes, disc brake pads and brake blocks and a complete line of hydraulicbrake products ("Hydraulic Brake Products") including, without limitation, newand remanufactured master cylinders; wheel cylinders for drum brake systems;brake drums; hubs and rotors (new and remanufactured) for disc brake systems;calipers for disc brake systems; drum brake, disc brake, wheel cylinder, caliperand master cylinder repair kits; brake hose; brake cable; brake hardware; brakefluid; rivets; brake tools and equipment; springs; push-rods and pistons forhydraulic clutch master cylinder assemblies and repair kits therefor; andhydraulic clutch slave assemblies and repair kits therefor; and WHEREAS, Raymark manufactures and sells through its Industrial Divisiona variety of dry and wet friction products ("Industrial Friction Products")including, without limitation, automatic transmission parts, compressed sheetresins, oil-emersed friction products, adhesives, sintered metal products,molded and woven clutch facings, plastic products, industrial brake linings andother industrial friction material; and WHEREAS, Raymark is the owner of the trademark RAYBESTOS which it usesin connection with the manufacture and/or sale of Friction Products, HydraulicBrake Products and Industrial Friction Products; and WHEREAS, Raymark and BSI have entered into an Agreement relating to thesale to BSI of certain assets of the Brake Systems Division; and WHEREAS, Raymark is willing to license BSI and Raybestos Canada, Inc.(hereinafter BSI shall mean Brake Systems, Inc. and/or Raybestos Canada, Inc.,and Raybestos Canada, Inc. shall be bound by all of the terms, conditions andcovenants of this Agreement) to use the trademark RAYBESTOS on and in connectionwith the manufacture and sale of Friction Products and Hydraulic Brake Productson the terms and conditions hereafter set forth; NOW, THEREFORE, in consideration of the mutual covenants hereafter setforth, the parties agree as follows: 1. Grant ----- Subject to the terms and conditions of this Agreement, Raymark herebygrants to BSI an exclusive, royalty-free, world-wide (except for the countrieslisted in Exhibit A) license to manufacture, have manufactured, use and sellproducts for on-highway vehicles bearing the trademark RAYBESTOS as follows: (i)Hydraulic Brake Products now existing or subsequently developed; (ii) FrictionProducts now existing or subsequently developed from existing materials foron-highway vehicles in Classes I-VI, motorcycles and racing cars; (iii) FrictionProducts for on-highway vehicles in Classes VII and VIII which are sold onlythrough automotive warehouse distributors; and (iv) new products made withsubsequently developed brake materials for use in friction products foron-highway vehicles in Classes I-VI, motorcycles and racing cars, and on-highwayvehicles in Classes VII and VIII sold only through automotive warehousedistributors ("New Products"). BSI shall not use and/or advertise the trademark RAYBESTOS inassociation with any products or services other than (i) Hydraulic BrakeProducts, (ii) Friction Products, and (iii) New Products, as above defined. 2 BSI shall have the right to use the trademark RAYBESTOS in connectionwith the advertising, promotion, distribution, and sale of such products bearingthe trademark RAYBESTOS including, without limitation, on cartons and boxes, inadvertisements, on signs and in catalogs and brochures. It is agreed that BSImay use the trademark RAYBESTOS in association with Hydraulic Brake Products,Friction Products and/or New Products in advertisements, brochures, and catalogswhich contain other trademarks and products associated with such othertrademarks, provided that RAYBESTOS brand products are segregated from otherbrand products and BSI adheres to the provisions of the preceding paragraph andthe second paragraph of Section 4. 2. Quality Standards ----------------- BSI agrees that the quality standards of Hydraulic Brake Productsidentified by the trademark RAYBESTOS will be equal to the quality standards ofthe Hydraulic Brake Products currentl ...