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