Trademark License Agreement

EXHIBIT 10.10


TRADEMARK LICENSE AGREEMENT


THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is entered into by and between HD AMERICA, INC. ("Licensor") and City Truck & Trailer Parts, Inc. ("Licensee") this 6/th/ day of July 1998 (the "Effective Date").


W I T N E S S E T H:
-------------------


A. Licensor is the owner of the intellectual property rights, including
rights in trademark, service mark, trade name, and copyright, associated
with the mark HDA PARTS SYSTEM (the "Trademark").


B. Licensor has applied to register the Trademark in the Principal Register
of the United States Patent and Trademark Office.


C. Licensee desires to take a license to use the Trademark, and Licensor
desires to grant Licensee a license to use the Trademark, all in
accordance with the term and conditions as are set forth herein.


NOW THEREFORE, in consideration of the foregoing, the mutual covenants herein contained, and other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties by their execution hereof), the parties agree as follows:


1. OWNERSHIP OF TRADEMARK AND GOODWILL. Licensee acknowledges that the Trademark and the goodwill associated therewith is owned and will continue to be owned by Licensor. Nothing in this Agreement shall give Licensee any right, title or interest in the Trademark other than the right to use such Trademark in accordance with the terms of the license granted hereunder. Licensee agrees that it will not challenge Licensor's ownership of the Trademark, the validity thereof, or in any manner oppose Licensor's application to register the mark, nor will Licensee move to cancel the registration of the same.


2. GRANT OF LICENSE; TERRITORIAL USE. Effective as of the day hereof and until the termination of this Agreement as provided for herein, Licensor hereby grants to Licensee and Licensee accepts from Licensor an exclusive, royalty-free and revocable license to use the Trademark within the United States, Canada and Mexico. Licensor specifically reserves unto itself the right to assign or enter into other licenses for use of any or all of the Trademark outside of the United States, Canada and Mexico. Licensee acknowledges and agrees that the Trademark is licensed "AS IS." Licensee may not assign or sublicense its rights or duties pursuant to this Agreement. Nothing herein may be construed to grant a license to Licensee for the use of any mark confusingly similar to the Trademark; furthermore, the following marks owned by Licensor are specifically excluded from this grant of license: HDA, HD America, HD America Inc. and Heavy Duty America, and any marks confusingly similar thereto.


1


3. CONSIDERATION FOR LICENSE. Licensee shall pay all costs and expenses associated with registering the Trademark, including attorney's fees within 30 days of receipt of an invoice from Licensor for such costs, expenses and attorney's fees. Licensee also agrees to place its purchases of parts from Licensor's vendors through the Licensor's purchasing programs and covenants and agrees not to interfere with any purchasing agreements or relationships between Licensor and any of its vendors, including, but not limited to, negotiating or entering into any purchasing agreements with Licensor's vendors that do not include Licensor as a party.


4. USE OF TRADEMARK; QUALITY OF TRADEMARKED GOODS AND SERVICES. Licensee shall use its best efforts to preserve the existing standard of quality associated with and goodwill generated by the Trademark.


Licensor is aware of the current standards of quality used by Licensee and agrees that these are sufficient to protect the Trademark. Licensee agrees that it will only sell products and services consistent with these current standards. From time to time, Licensor can request reasonable samples of goods and services sold under the Trademark to ensure qual ...