Sample Business Contracts

Licensing and Marketing Agreement - Building Q and Collectible Concepts Group Inc.

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July 31, 1998
Building Q


Mr. Paul Lipschutz
P.O. BOX 707
Lambertville, N.J. 08530

Dear Paul:

This letter shall confirm the terms, of the agreement between your company and
Building Q whereby Building Q shall provide services to your company as follows:

1. Commencing August 1, 1998 Building Q shall act as your sole and exclusive
licensing consultant, offering advice, counsel and general assistance concerning
the licensing of your products. Our standard services to you shall include
telephone and written communications with you, seeking out, evaluating and
recommending properties for potential licenses, and, when requested, engaging in
negotiations for licenses. You agree to refer to Building Q any inquiries you
receive with respect to the licensing of your products.

2. The initial term of this agreement shall be for a period of one (1) year
beginning August 1, 1998 and continuing until July 31, 1999. Thereafter, this
agreement shall automatically be extended for an additional term of one (1)
year, and from year to year thereafter, unless either of us gives the other
written notice of termination of this agreement at least sixty (60) days prior
to the end of the then current term, such termination to be effective as of the
end of the then current term.

3. In consideration of the services rendered or to be rendered to you by
Building Q, you shall pay Building Q the following as compensation:

        (a) A fee of $30,000 to take Collectible Concepts Group on as a client,
        payable in common stock of USAS at the rate of $.0l (one cent per share)
        for a total of 3,000,000 shares (legend) of common stock.


        (b) You shall also pay Building Q a commission equal to two (2%) (2.5%
        FOB) percent of your company's net sales as defined by the applicable
        licensing agreements from shipment of any and all Licensed Products made
        under any license(s) or the renewals or extensions of any license(s) for
        so long as you are shipping Licensed Products. "Licensed Product" shall
        include any product bearing any elements licensed from a third party
        where such license was introduced, negotiated, or acquired during the
        term of this agreement, or any extensions thereof

         Unless you specifically request Buildinig Qs assistance, Building Q is
         under no obligation to assist you in securing renewals or extension of
         any license(s), and in either case you will be obligated to pay
         commissions to Building Q on licenses which are renewed or extended.

4. The commissions due under this agreement shall be paid concurrently with
the rendering of statements to the licensors with respect to Licensed
Products, and in no event less often than thirty (30) days after the end of
each calendar quarter. In the event that such commission payments are not
received by Building Q within thirty (30) days after the rendering of
statements to the licensors, or within thirty (30) days after the end of each
calendar quarter, whichever is sooner, interest thereon will accrue at the
rate of 1.5% per month or a portion thereof until paid. You shall provide
Building Q with true copies of all royalty reports you send to licensors with
respect to Licensed Products at the same time that you send such reports to
the licensors. Building Q shall be entitled to audit your records with respect
to each of your licensed entered into as a result of Building Qs services
after August 1, 1998, upon reasonable notice to you. You shall provide access
to your records and otherwise cooperate with Building Qs auditors in
connection with any audit.

5. You agree to reimburse Building Q for its Federal Express or other
overnight mail service costs, as well as Building Qs reasonable travel
expenses, including but not limited to transportation, food and lodging,
incurred in connection with the services provided hereunder, or performing any
other services reasonably requested by you and/or anyone authorized to act for
you. Building Q agrees to obtain your prior approval for such travel expenses,
and upon completion of the trip(s) shall provide you with vouchers and
receipts for expenses which shall be paid by you within thirty (30) days of
receipt of such vouchers and/or receipts.


6. The expiration or termination of this agreement or of Building Qs
services under this agreement shall not affect Building Qs continuing right
to receive the compensation due Building Q under this agreement in respect of
licenses acquired before or in effect as of the date of such expiration or
termination and any renewals, extensions, and/or modifications of such
licenses occurring after the date of expiration or termination.

7. You acknowledge and agree that Building Q is an independent contractor and
no employer/employee relationship exists between us by reason of this
agreement. Building Q shall have no power or authority to bind you to any
legal relationship without your prior written approval, nor shall Building Q
be a party or signatory to any of your agreements.

8. You agree to indemnify, defend, hold harmless, release and forever
discharge Building Q and its agents, officers, managers and employees from any
and all losses, costs or damages, including, attorneys fees resulting from any
claims or demands of third parties against Building Q based upon your use of
the services rendered with regard to the subject matter of this agreement.
Building Q agrees to indemnify, defend, hold harmless, release and forever
discharge you, your agents, officers and employees from any and all losses,
costs or damages, including attorneys fees, resulting from any claim or
demands whatsoever from third parties against you resulting in a final
judgment against you, based upon wrongful conduct by Building Q that is beyond
the scope of Building Qs powers, duties and authority herein.

9. Each of the following shall constitute an event of default under this

         (a)      Your failure to pay any monthly installment of the annual
                  retainer when due;

         (b)      Your failure to make any commission payments when due;

         (c)      Your failure to provide Building Q with true copies of the
                  royalty reports you send to licensors at the same time that
                  you send such reports to the licensors;

         (d)      Your refusal to permit Building Q to audit your records, or
                  your failure or refusal to cooperate with Building Q's
                  auditors in connection with any such audit; and


         (e)      Your failure to perform or comply with any of the other
                  provisions of this agreement.

Upon the occurrence of any event of default, Building Q may terminate this
agreement on written notice to you, and may exercise all legal or equitable
remedies available to Building Q. In addition, Building Q shall be entitled to
recover from you any attorneys fees it incurs following an event of default.

10. This agreement shall be governed by the laws of the State of New Jersey. Any
actions, claims or suits arising out of or relating to this agreement, or the
breach of this agreement, shall be brought only in, and you consent to the
jurisdiction of, the Courts of the State of New Jersey. Notwithstanding to
foregoing, all claims, disputes and other matters in question arising out of, or
relating to this agreement, or the breach of this agreement, shall, at the sole
election of Building Q, be decided by binding arbitration conducted in Cherry
Hill, New Jersey in accordance with the rules of the American Arbitration
Association. In the event of any arbitration proceedings, the prevailing party
shall be entitled to recover its attorneys fees and costs. A judgment thereon
may be entered and enforced in any court of competent jurisdiction.

11. You acknowledge that Building Q consults with and represents, and will
consult with and continue to represent other companies on similar and different
projects and Building Qs obligation under this agreement in no way preclude such
consultations or representations. You also acknowledge that this is a
consulting/service agreement only and does not guarantee income to you.

12. Nothing contained in this agreement shall require the commission of any
act contrary to any expressed provision of law, or any rule or regulation of
any governmental authority, and if there shall exist any such conflict between
any provision of this agreement and any such applicable provision of law, rule
or regulation, the latter shall prevail. Any provision or provisions of this
agreement which shall be effected thereby, shall be curtailed, limited or
eliminated to the extent necessary to remove such conflict and if so modified,
this agreement shall remain in full force and effect.

13. Notwithstanding anything contained in this agreement to the contrary, this
agreement may be terminated by Building Q in the event that you do not provide
Building Q with copies of the royalty reports, permit an audit of your
records, or pay for services rendered or expenses incurred as set forth above,
within ten (10) days of written demand for the same. In the event of


termination for these reasons Building Q shall have no further responsibilities
pursuant to this agreement other than to collect for services previously
rendered as set forth above.

14.  This agreement constitutes the entire agreement between us. This agreement
may not be modified, amended or changed except with a writing signed by both of

15. This agreement shall be binding upon the parties hereto and their
respective executors, administrators, successors and assigns.



By          .                                        Date:_________________199__
        C. Woodrow Browne,Principal


By:                                                  Date:_________________199__