Trademark License Agreement

TRADEMARK LICENSE
AGREEMENT
Between
GENERAL ELECTIC COMPANY
and
ARTISAN HOUSE
dated
May l, 1995


TRADEMARK LICENSE AGREEMENT


THIS AGREEMENT, made as of May 1, 1995, between GENERAL ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of New York, United States of America, with an office at Two Independence Way, Princeton, New Jersey 08540 (hereinafter referred to as "GE") and ARTISAN HOUSE, a corporation organized and existing under the laws of the State of California, with an office at 1755 Glendale Boulevard, Los Angeles, California 90026 (hereinafter referred to as "LICENSEE").


WITNESSETH


WHEREAS, GE is the owner in the United States, Canada and Mexico of the valuable mark, name, character, symbol, design, likeness and visual representation of the NIPPER DOG and PHONOGRAPH ("HIS MASTER'S VOICE") and certain individual components thereof (sometimes hereinafter referred to, jointly or severally, as the "Trademark"), as well as certain trademark registrations therefor;


WHEREAS, LICENSEE desires the right to manufacture and sell a certain product or products, as hereinafter defined and described in Appendix A hereto which is made a part of this Agreement, (hereinafter called "Articles"), which bear, are decorated with or reproduce the Trademark, or which otherwise make use of the Trademark, and GE is willing to grant such right on the terms and conditions hereinafter provided;


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NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter set forth, the parties hereto agree as follows:


1. GE hereby grants to LICENSEE a non-exclusive license under the United States, Canadian and Mexican Trademark to manufacture and sell the Articles upon the terms and conditions hereinafter specified. No license is granted hereunder under any other foreign Trademark rights to manufacture or sell the Articles.


2. LICENSEE shall have the right to use the Trademark only so long as the Articles are manufactured in accordance with standards of design, material and workmanship acceptable to GE. LICENSEE shall use the Trademark only in such manner as shall have been previously approved in writing by GE. Thereafter any changes in the manner or method of use of the Trademark shall be subject to the prior written consent of GE. LICENSEE agrees to use the legend set forth in Appendix A hereto in conjunction with the use of the Trademark hereunder. LICENSEE agrees that said legend will contain any additional information or symbols requested by GE and the format, manner and location of affixing, and use of such legend will be subject to the prior written approval of GE.


3. (a) GE, or GE's representative, shall have the right, at all reasonable


times, to inspect the Articles as well as the method of their manufacture,
in order that GE may satisfy itself that the Articles meet its standards.
LICENSEE shall provide, for GE's prior written approval, without charge,
two preproduction samples of each version of each kind of the Articles to
be manufactured under this license and two pre-


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production samples of any Articles incorporating any proposed change from
samples previously approved by GE whenever LICENSEE proposes to make any
changes or modifications whatsoever in the Articles. LICENSEE shall provide
GE, at GE's request, from time to time, without charge, a reasonable number
of production samples of the Articles.


(b) Upon receipt of advice from GE, or its representatives, specifying
the particular respect in which any Article and/or the manner or method of
use of the Trademark does not, in the sole opinion of GE, conform to the
required standard of quality, LICENSEE shall cease further production
and/or sale of such Articles, and, at LICENSEE's expense, shall promptly
take adequate measures to correct the deficiency. If, in the sole judgment
of GE, LICENSEE has failed to take such adequate measures, GE shall have
the right to terminate the licenses granted herein as respects such
Articles and/or use of the Trademark by giving LICENSEE written notice of
such termination, whereupon LICENSEE shall terminate forthwith all
production and sale of such Articles, destroy all inventory of such
Articles, and cease such use of the Trademark, the said right of
termination being without prejudice to GE's right to terminate the entire
Agreement, for this or any other default, in accordance with Section 17(a)
hereof.


4. LICENSEE shall provide to GE, or GE's representative, for approval prior to the use thereof, and without charge, samples of all packaging, labels, advertising and other material on which the Trademark appears, or which is to be used in conjunction with the marketing of the Articles, and LICENSEE specifically undertakes to amend to the satisfaction of GE any such packaging, labels, advertising and other material which are not


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approved by GE. LICENSEE agrees to use the trademark legend set forth in Appendix A hereto in conjunction with the use of the Trademark on packaging, labels, advertising and other materials.


5. Samples of the Articles and packaging, labels, advertising and other material to be furnished to GE in accordance with Sections 3 and 4, hereinabove, shall be delivered by LICENSEE and at LICENSEE's expense to GE at GE and RCA Licensing Management Operation, Inc., at its postal address: P.O. Box 2023, Princeton, New Jersey 08543-2023, or its courier address: Two Independence Way,


Princeton, New Jersey 08540, or at such other latest address as GE shall have, by notice given to LICENSEE in accordance with Section 23, designated as its address for such purpose.


6. (a) GE reserves the right to require, prior to the selling of any
Article, and/or for the continued selling of any Article, that it be
covered by a current, valid certificate, acceptable to GE, from an
independent testing laboratory. To obtain such certificate, LICENSEE, at
its own expense, shall submit to an independent testing laboratory chosen
by LICENSEE, and acceptable to GE, such reasonable number of samples of
such Article, and of the raw and semi-finished materials used in its
manufacture, upon which LICENSEE and such laboratory may agree; and,
LICENSEE shall, at LICENSEE's own expense, obtain from such laboratory and
submit to GE a certificate that the sale and use of such Article does not
present a health or safety hazard, and further that such Article conforms
to any and all applicable standards and specifications, governmental or
industry, for products of such type or types. LICENSEE will keep such
certificates current, and, in the event of any changes in


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the Article or materials used, will at LICENSEE's own expense, resubmit
samples thereof to such laboratory and obtain and submit to GE a similar
certificate covering such Article as changed. All certificates must be in a
form acceptable to GE.


(b) LICENSEE shall observe all applicable Federal, State, Provincial
and local laws, regulations and ordinances in effect which relate to the
manufacture and sale of the Articles, and LICENSEE agrees that the ...