License Agreement - Legacy Brands Inc. and Bohbot Entertainment Inc.
July 16, 1997 Michael Banks Legacy Brands 2200-B Douglas Blvd. Suite #130 Roseville, CA VIA FAX Dear Michael; Attached is a fully-executed letter agreement between our respective companies for Extreme Dinosaurs. As agreed, please discard the fully executed letter agreement dated June 27, 1997. You will be receiving a more formal agreement shortly. We look forward to working with you on what promises to be a mutually successful venture. Sincerely, /s/ ELISA A. FEENEY -------------------- Elisa A. Feeney Senior Vide President Domestic Consumer Products Enc. EAF/rl [BOHBOT ENTERTAINMENT, INC. LETTERHEAD] <PAGE> 2 Michael Banks [ARTWORK] July 8, 1997 Legacy Brands 2200-B Douglas Blvd. Suite #130 Roseville, CA 95661 Dear Michael: The following is intended to set forth our understanding of the terms and conditions under which Legacy Brands is agreeing to purchase a license for the property EXTREME DINOSAURS. This deal memo shall supercede the fully executed deal memo dated June 27, 1997. 1. Licensee/Contact: Legacy Brands 2200-B Douglas Blvd. Suite #130 Roseville, CA 95661 Michael Banks Ph: (916) 782-2029 Fx: (916) 624-7083 2. Product Category/Licensed Products: Freeze pops, gelatin snacks, molded and generic coolers, baked and shaped cookies and crackers Licensor reserves the right to participate in any third party promotion involving food items including freeze pops, gelatin snacks, molded & generic coolers, baked and shaped cookies and crackers. Licensee has first right of negotiation to match or exceed third party promotional proposal. 3. Guarantee: $110,000 Advance: $27,500 to be paid upon signing 4. Payment Schedule: Balance payable in 3 installments as follows: 12/1/97 $27,500 6/1/98 $27,500 12/1/98 $27,500 5. Royalty Fee: 4% 6. Distribution: Mass market including mass retailers, grocery/convenience stores, club & discount stores, toy & drug stores and military commissaries. <PAGE> 3 Legacy Brands June 27, 1997 Page Two 7. Territory: U.S., its territories and possessions 8. Term of Contract: 12/31/99 9. First Date of Marketing: 7/15/97 10. First Date of Shipping: 4/1/98 11. Renewal Option/Terms: Optional automatic renewal for additional 2 year term if licensee generates $220,000 in earned royalties. Renewal guarantee of $125,000 with a $60,000 advance payable upon execution of renewal. Bohbot Entertainment, Inc. represents and warrants that it has the authority to enter into this letter agreement to grant all of the rights it has granted to Legacy Brands hereunder. Legacy Brands represents that it has the authority to enter into and fully perform all obligations of this letter agreement. Bohbot Entertainment reserves the right to revoke this offer if the signed letter agreement is not received within five (5) days from the date of this letter. Your signature constitutes your agreement to purchase the license described herein. At that point, a formal licensing agreement which will contain additional obligations of both parties will be forwarded to you incorporating the terms and conditions set forth in this letter agreement. The parties agree to execute the formal licensing agreement within thirty (30) days of signing this letter agreement. If the formal licensing agreement is not executed by the parties, this signed letter agreement will remain binding on the parties. Sincerely, Bohbot Entertainment, Inc. By: /s/ ELISA A. FOENEY Date: 7/16/97 ---------------------- -------- Elisa A. Foeney Senior Vice President Domestic Consumer Products ACCEPTED AND AGREED: Legacy Brands By: /s/ MICHAEL BANKS Date: 7/16/97 -------------------- -------- Michael Banks