Sample Business Contracts

License Agreement - Sharon Lallouz, Omniscent Corp. and Moar International

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                                LICENSE AGREEMENT
                                 SHARON LALLOUZ
                                 OMNISCENT CORP
                             MOAR INTERNATIONAL INC.

         THIS EXCLUSIVE LICENSE AGREEMENT ("Agreement") is made and entered into
as of January 1st, 2003, by and between SHARON LALLOUZ, an individual as Owner
of the trademark "PHANTOM", ("LALLOUZ") and OMNISCENT CORP., a corporation
organized under the laws of the State of Florida, ("LICENSOR"), and MOAR
INTERNATIONAL, a corporation organized under the laws of the State of Florida

                              AGREEMENT BACKGROUND

         A. LALLOUZ is an individual who has over the years developed a famous
fragrance known as Phantom.

         B. LALLOUZ holds all right, title and interest in and to certain
trademarks, service marks, designs and copyrights used in connection with the
manufacture and sale of such products.

         C. Pursuant to an agreement between LALLOUZ and LICENSOR, hereby
acknowledged, LICENSOR has the authority to license the trademarks to third
parties so long as LALLOUZ is a signatory to said agreements.

         D. LALLOUZ's trademarks and service marks represent the substantial
goodwill created by LALLOUZ through its use and sale of high quality products
and by LALLOUZ's policy of distributing its products through retail outlets that
conform to LALLOUZ's strict standards for appearance, image, clientele, customer
service and overall high quality.

         E. LICENSEE has represented to LICENSOR that it is experienced in the
distribution of certain high quality accessories including fragrances.

         F. LICENSEE desires to obtain the right to use certain of LALLOUZ's
trademarks, service marks, designs and copyrights solely in connection with the
distribution of some of such products; and both LALLOUZ and LICENSOR are willing
to grant to LICENSEE a license for this purpose under the terms and conditions
set forth in this Agreement.

         G. In consideration of the covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which the parties acknowledge by signing this Agreement, the parties agree as


                  1.1 "Advertising" means any communication of the LICENSEE in
any medium directed to the trade or the public, including trade and public
directory listings, store window displays, posters, point of sale materials and

                  1.2 "Contract Year" means each year of the Initial Term and
Renewal Term, if any, as those terms are defined in Section 2.


                  1.3 "Gross Sales" means the amount of sales of Products by
LICENSEE at the respective wholesale prices of Products.

                  1.4 "Minimum Net Sales" means the minimum amount of Net Sales
of Products that LICENSEE is required to achieve, as set forth herein.

                  1.5 "Minimum Royalty" means the minimum amount of Trademark
Royalty payable by LICENSEE to LICENSOR hereunder for each Contract Year, as set
forth herein.

                  1.6 "Products" means only those items bearing the Trademark as
specified herein.

                  1.7 "Quarter" means calendar quarters, i.e., each of the
three-month periods during each Contract Year from (i) January through March,
(ii) April through June, (iii) July through September and (iv) October through

                  1.8 "Territory" means worldwide.

                  1.9 "Trade Secrets" means information, including a formula,
pattern, compilation, program, device, method, technique or process that derives
independent economic value, actual or potential, from not being generally known
to the public or to other persons who can obtain economic value from its
disclosure or use and is the subject of efforts that are reasonable, under the
circumstances, to maintain its secrecy.

                  1.10 "Trademark Royalty" means the set percentage of sale of
the Net Sales of Products by LICENSEE.

                  1.11 "Trademarks" means only those trademarks and their
variations as specified in Exhibit B attached hereto. This Agreement does not
grant to LICENSEE any right to any variation of those trademarks not specified
in Exhibit B. Not withstanding the following, any variation of the word
"PHANTOM" or "PHANTOM Parfum" are considered to be Trademarks.

                  1.12 "Derivative Brands" means those new labels that may be
introduced in the future that incorporate the word "Phantom" into the words used
in the label. For Purposes of this agreement any use of the word "Trademarks"
includes within it all "Derivative Brands".


This Agreement shall commence as of the date specified on page 1 and shall end
on December 31, 2005 ("Initial Term"), unless terminated earlier or renewed.
This Agreement may be renewed perpetually each (3) years ("Renewal Terms"), if

                           (a) at the time of renewal, has paid the Minimum
Royalty payments for each previous Contract Year during the Initial Term, and a
portion of the current contract year; and

                           (b) at the time of renewal, is in compliance with all
material terms of any and all agreements between LICENSEE and LICENSOR;

                           (c) Purchase of Development of brand and license. See



                  3.1 RIGHTS GRANTED. Subject to the terms and conditions
contained herein, LICENSOR hereby grants to LICENSEE, and LICENSEE hereby
accepts a non-assignable, non-transferable exclusive right, except as provided
herein, to use the Trademarks in connection with the distribution at wholesale
and Advertising of the Products in the Territory.

                  3.2 RIGHTS NOT GRANTED. This Agreement is not an assignment or
grant to LICENSEE of any right, title or interest in or to the Trademark, or any
of LICENSOR's other trademarks, other than the grant of rights to use the
Trademark subject to the terms and conditions of this Agreement. LICENSOR
expressly does not grant to LICENSEE the right to use any variation of the
Trademark that now exist or hereafter are developed by LICENSOR, LICENSEE or any
other person.


                  4.1 DIRECTION BY LICENSOR. LICENSOR shall render to LICENSEE
guidance and direction towards the design and production of the Products.

         5. DISTRIBUTION

                  5.1 LICENSEE shall use commercially reasonable efforts to
exploit the rights granted hereunder throughout the Territory, including,
without limitation, selling commercial quantities of the Products on a timely
basis and maintaining a an effective distribution of the Products throughout the

                  5.2 LICENSEE'S ADDITIONAL DUTIES.

                           (a) LICENSEE shall use commercially reasonable
efforts to safeguard the prestige and goodwill represented by the Trademark and
the image associated therewith at the same level as heretofore maintained by

                           (b) LICENSEE shall use commercially reasonable
efforts to sell Products or to stores that meet LICENSOR's standards for
quality, service and appearance; and

                           (c) LICENSEE shall not use or permit any customer to
use any Products as giveaways, prizes or premiums except in promotions that have
received the prior written approval of LICENSOR; and

         6. ADVERTISING

                  6.1 PRIOR APPROVAL. LICENSEE shall maintain the high standards
and consistency of the Trademarks, Products and image associated therewith in
all Advertising, packaging and promotion of Products. LICENSEE shall not use any
Advertising or packaging or other business materials relating to any Products or
bearing the Trademarks without prior authorization.

                  6.2 MINIMUM ADVERTISING EXPENDITURE/BUDGET. Each Contract Year
during the term of this Agreement, LICENSEE shall expend for Advertising TWO
PERCENT (2%) of the total sales made by licensee.


                  7.1 OWNERSHIP. LICENSEE acknowledges that LALLOUZ is the
exclusive owner of the Trademark and that all of LICENSEE's uses of the
Trademark shall inure to the exclusive benefit of both LALLOUZ as owner of the


                  7.2 ASSIGNMENT OF RIGHTS. LICENSEE shall disclose and freely
make available to LALLOUZ any and all developments or improvements it makes to
the Products. This Agreement shall constitute an assignment of all such
developments and improvements to LALLOUZ. If any application must be made by
LICENSEE or any third party which may have created the designs of Products
hereunder, LICENSEE agrees to, and does hereby, assign, and agrees to cause such
third party to assign to LICENSOR, any and all right, title and interest in all
such applications and the resulting registrations or patents, as the case may
be. If requested by LICENSOR, LICENSEE shall make, procure and execute, and
cause to be made, procured and executed, all assignments and/or all other
agreements, documents or instruments determined by LICENSOR to be necessary or
advisable to vest Ownership of the Trademarks and IP Rights to LALLOUZ.
Additionally, LICENSEE hereby grants, and agrees to cause the appropriate third
party to grant to LICENSOR an irrevocable power of attorney, on behalf of
LICENSEE or such third party, as the case may be, to execute any and all
Trademarks and/or IP Rights applications, and other related documentation that
LICENSOR determines are necessary or advisable in connection with the Trademarks
and IP Rights.

                  (a) Licensor and or LALLOUZ may assign its rights under this
agreement in whole or in part to a third party.

                  7.3 PROHIBITED ACTS.

                           LICENSEE shall not, directly or indirectly:

                           (a) claim Ownership of the Trademark;

                           (b) permit the use of the Trademark in such a way as
to give the impression that they are the property of LICENSEE; and

                           (c) use the Trademark or any confusing trademark in
any manner not expressly authorized by LICENSOR; and

                           (d) engage in any activity that will contest,
dispute, dilute or otherwise impair the right, title, interest or goodwill of
LICENSOR in the Trademark, including, without limitation, any action to prevent
or cancel any registration of the Trademark; and

                           (e) use the Trademark in any manner that is not
necessary or beneficial for the manufacture or distribution of the Products; and

                           (f) use any trademark other than the Trademark in
connection with the manufacture, promotion and distribution of the Products or
associate the Trademark with any other name, trademark, service mark, character
or personality; and

                           (g) use the Trademark as part of LICENSEE's corporate
or commercial name unless expressly permitted by LICENSOR in writing; or

                           (h) contest the fact that LICENSEE's rights under
this Agreement are solely those of a licensee and, subject to the provisions of
Section 17 cease upon valid termination or expiration of this Agreement.

                  7.4 MISUSE. LICENSEE shall cooperate fully and promptly with
LICENSOR, at LICENSOR's expense, in the protection of LICENSOR's rights to the
Trademarks and the IP Rights in the Territory and in any jurisdiction where the
Products are either manufactured or sold. LICENSEE, at


expense of LICENSOR, shall take temporary immediate preemptive action to stop
any minor infringement or other misuse of the Trademarks or the IP Rights in
connection with any Products or services. LICENSEE will endeavor to promptly
notify Licensee to the extent that senior officers become aware of the same.
Additionally LICENSEE will endeavor to notify LICENSOR immediately by telephone
and facsimile of any and all cases of misuse of the Trademarks and IP Rights and
cases of diversion of the Products.


                  A confidential relationship is created by this Agreement.
Except in connection with their respective rights and obligations under this
Agreement, LICENSOR, LICENSEE and their respective affiliates, employees,
attorneys and accountants shall keep confidential and not take or use for its or
their own purpose Trade Secrets of the other or the terms of this Agreement,
unless with the prior written consent of the other party hereto, or as may be
required by law, or in connection with regulatory or administrative proceedings
and only then with reasonable advance notice of such disclosure to the other
party hereto.


shall report and pay to LICENSOR quarterly during the Initial Term and any
Renewal Term of this Agreement. Said Royalty reports are due no later than
fifteen (15) days after the previous month. First report and payment is due only
after the first sale and delivery is made by Licensee.

                  9.2 REMITTANCE OF PAYMENT. Unless otherwise requested by
LICENSOR, all payments shall be made in U.S. dollars by check payable to
OMNISCENT CORP. and received at LICENSOR on or prior to the due date. Payments
are to be directed to the attention of the Chief Financial Officer of LICENSOR
or to any other person or department that LICENSOR may designate in writing to
LICENSEE from time to time.

                  9.3 INVOICES. Upon the request of LICENSOR, LICENSEE shall
make available for inspection/audit by LICENSOR, its agents and/or
representatives, copies of invoices, credit memoranda, line sheets and customer
lists related to the sale of Products

                  9.4 RIGHT TO REVIEW. Receipt or acceptance by LICENSOR of any
statement furnished, or of any sums paid by LICENSEE, shall not preclude
LICENSOR from questioning the completeness or accuracy of such statement or
payment at any time within three (3) years after the date of such statement or

         10. ACCOUNTING

                  10.1 DUTY TO KEEP ACCOUNTS. LICENSEE shall at all times keep
and maintain an accurate account of all operations within the scope of this
Agreement for a period of at least three (3) years after the date of such
information, including, without limitation, separate and appropriate books of
account and records sufficient to reconcile the number of Product units
manufactured with the number of Product units sold.

                  10.2 ANNUAL ROYALTY STATEMENT . Within thirty (30) days after
the end of each Contract Year LICENSEE shall provide to LICENSOR a composite
royalty statement showing aggregate Gross Sales, Trade Discounts, merchandise
returns, Allowances and any other deduction taken pursuant to Section 13.3 above
to arrive at the Net Sales price of all Products sold by LICENSEE. The annual
statement shall be certified by the chief financial officer of LICENSEE.


                  10.3 RIGHT OF INSPECTION BY LICENSOR. For a maximum of one
time per Contract Year during this Agreement, and for a period of one hundred
and twenty (120) days after termination or expiration of this Agreement, the
internal control report and the books of account of LICENSEE with respect to the
sales of Products shall be available for inspection, copying and audit by
LICENSOR, its agent or representative during normal business hours, upon not
less than seventy-two (72) hours advance notice, and shall be made by LICENSOR
at its own expense, except as provided below. If the audit reveals that
LICENSEE's reporting and record keeping are not in accordance with LICENSOR's
requirements or that there is an error in favor of LICENSEE in excess of the
lesser of US $10,000 and five percent (5%) of royalties with respect to any
Quarter or Contract Year in computing such royalties, all reasonable costs and
expenses incurred by LICENSOR in connection with such inspection and audit shall
be borne by LICENSEE. The internal control report means the report prepared by
LICENSEE's auditors upon their completion of an audit, addressing the auditors'
findings and recommendations.

         11. FORCE MAJEURE

                  Neither LICENSOR nor LICENSEE shall be held responsible for
any loss, damage or delay suffered by the other party owing to any cause that is
beyond the reasonable control of the defaulting party and cannot be attributed
to negligence or willful nonperformance of its obligation. Such causes include,
but are not limited to, wars, embargoes, riots, civil disturbances, fires,
storms, floods, typhoons, earthquakes and other natural calamities, strikes and
labor disputes, government acts and restrictions, and other causes that cannot
be overcome or prevented by due diligence. Either party wishing to invoke this
Section shall give notice to the other party stating the relevant cause. The
defaulting party shall promptly resume performance of its obligations the moment
such cause or causes cease to operate; provided, however, that if the condition
continues with respect to LICENSEE for a period of more than sixty (60) days,
LICENSOR shall have the right to terminate this Agreement.

         12. TERMINATION

                  12.1 OTHER RIGHTS UNAFFECTED. It is understood and agreed that
termination of this Agreement by LICENSOR on any ground shall be without
prejudice to any other rights or remedies that LICENSOR may have.

                  12.2 TERMINATION OPTION FOR MATERIAL BREACH. Except as
otherwise provided in this Section 12, if LICENSEE breaches any of its
obligations under this Agreement, LICENSOR may terminate this Agreement by
giving a notice of breach to LICENSEE. Termination will become effective
automatically unless LICENSEE completely cures the breach within thirty (30)
days after the giving of such notice.

                  12.3 TERMINATION OPTION/CHANGE OF OWNERSHIP. The parties
mutually acknowledge that this Agreement is being entered into based upon
LICENSOR's evaluation of and reliance upon the current Ownership, management and
control of LICENSEE. On the basis of the information provided by LICENSEE to
LICENSOR, LICENSOR has determined that current management of LICENSEE has the
technical, marketing and sales expertise, business reputation and sensitivity to
LICENSOR's unique image and to the goodwill represented by the Trademarks, all
of which are necessary to carry out the purposes of this Agreement. Neither this
Agreement nor any of the LICENSEE'S rights hereunder are assignable by LICENSEE,
without the prior written consent of LICENSOR. Notwithstanding the foregoing,
LICENSEE may assign its rights hereunder to a family member.

terminate this Agreement immediately WITHOUT ANY RIGHT TO CURE if any of the
following events occur:


                           (a) LICENSEE merges or consolidates with or into any
other unaffiliated corporation, or directly or indirectly sells or otherwise
transfers, sells or disposes of all or a substantial portion of its business or
assets; and

                           (b) LICENSEE intentionally reports materially
incorrect or false , sales or financial information; and

                           (c) LICENSEE is declared bankrupt or is dissolved
either compulsorily or voluntarily, or a petition is presented or an order is
made or an effective resolution is passed or analogous proceedings are taken for
bankruptcy, dissolution, composition, concordance, reorganization or winding-up
of LICENSEE, or if LICENSEE convenes a meeting for the purpose of making, or
proposes or enters into, any arrangement or composition for the benefit of its
creditors, or if an encumbrances takes possession of, or a receiver or other
similar officer is appointed for, the whole or any part of the assets or
undertakings of LICENSEE, or if LICENSEE stops payment to its creditors
generally, or ceases or threatens to cease to carry on its business or any
substantial part thereof, or becomes insolvent or unable to pay or discharge its
liabilities in the ordinary course of business, or if LICENSEE assigns the whole
or any substantial part of its assets or undertakings for the benefit of
creditors; and

                           (d) a subcontractor retained by LICENSEE manufactures
or sells Products without the express authorization of LICENSOR and LICENSEE
consented to, and

                           (e) any other agreement between LICENSOR and LICENSEE
is terminated or expires.

                  12.5 NO ASSIGNEE. No assignee for the benefit of creditors,
receiver, liquidator, sequestrator, trustee in bankruptcy, sheriff or any other
officer of the court or official charged with taking over custody of LICENSEE's
assets or business shall have any right to continue the performance or rights of
LICENSEE under this Agreement.


                  13.1 SIGNS AND PROMOTIONAL MATERIALS. Within seven (7) days
after the expiration or valid termination of this Agreement for any reason,
LICENSEE shall remove and deliver to LICENSOR all exterior and interior signs
and displays bearing the Trademarks or the IP Rights as well as all other
promotional materials, including brochures, tags, business cards and letterhead,
bearing the Trademarks or the IP Rights; provided, however, that LICENSEE shall
permit LICENSOR to negotiate directly with department stores with respect to the
continued operation or discontinuation of any in-store shop.

                  13.2 DIRECTORIES AND LISTINGS. Within seven (7) days after the
expiration or valid termination of this Agreement for any reason, LICENSEE shall
notify in writing all telephone companies, business directories, chambers of
commerce and appropriate governmental agencies of the expiration or termination
of this Agreement to terminate their listings under any of the Trademarks and
shall provide LICENSOR with copies of such notices.

                  13.3 SUBCONTRACTORS. If LICENSEE has retained subcontractors
hereunder, LICENSEE shall be responsible for their compliance of any and all
obligations under this Agreement that is applicable to subcontractors.


                  14.1 TERMINATION OF RIGHTS. Except as specifically provided in
Section 17 above, upon the termination of the rights granted hereunder to
LICENSEE under this Agreement or upon the expiration


of this Agreement, all rights of LICENSEE to use the Trademarks and the IP
Rights, including, without limitation, rights to manufacture, distribute, offer
to sell, sell and advertise Products, be assigned to LICENSOR. LICENSEE shall
execute any instruments requested by LICENSOR which are necessary or desirable
to accomplish or confirm the foregoing. Any such assignment, transfer or
conveyance shall be without consideration other than the mutual covenants
contained in this Agreement. LICENSOR may thereafter license the right to use
the Trademarks and/or the IP Rights in connection with the manufacture,
wholesale, offer for sale at wholesale, distribution and advertising of the
Products in the Territory without any restriction or obligation to LICENSEE.

                  14.2 NO USE OF TRADEMARKS AND IP RIGHTS. Except as permitted
by LICENSOR, after the termination of the rights granted to LICENSEE or upon the
expiration of this Agreement, LICENSEE shall refrain from further use of the
Trademarks and the IP Rights or any other trademark, trade name or other
industrial or intellectual property that is:

                           (a) confusingly similar to the Trademarks; and

                           (b) substantially similar to products previously
manufactured and determined by LICENSOR to contain IP Rights; or

                           (c) associated with, or suggests an association with,
the Trademarks and the IP Rights in any way.

                  14.3 NO LIABILITY. Under no circumstances shall LICENSEE be
entitled, directly or indirectly, to any form of compensation or indemnity from
LICENSOR, or its affiliates, subcontractors, licensees or distributors, as a
consequence of the expiration or valid termination of this Agreement, whether as
a result of the passage of time, or as the result of any other cause of valid
termination referenced in this Agreement. LICENSEE waives any claim that it has
or that it may have in the future against LICENSOR or its affiliates,
subcontractors, licensees or distributors arising from any alleged goodwill
created by LICENSEE with respect to the Products or from its alleged creation or
the increase of a market for the Products in the Territory. In particular,
nothing herein shall be interpreted as making LICENSEE the commercial agent of
LICENSOR; it being understood and agreed by the parties that:

                           (a) all promotional efforts by LICENSEE are under the
direction and guidance of LICENSOR; and


                  15.1 INDEMNIFICATION. Each party agrees to indemnify, protect,
hold harmless and defend the other, its officers, directors, agents and
employees from and against any and all third party claims, suits, losses,
liabilities, expenses and damages, including costs of suit and attorneys' fees,
arising out of the manufacture, sale, or Advertisement of any Products; the
claim of any broker, finder or agent in connection with the making of this
Agreement or any transactions contemplated by this Agreement; or the claim of
any landlord that termination or expiration of this Agreement caused it damage.
Compliance by LICENSEE with the liability insurance provisions of this Agreement
shall not relieve LICENSEE of its duty to indemnify and defend LICENSOR under
this Section. The duty to indemnify survives the termination or expiration of
this Agreement.

                  15.2 AUTHORITY. Each of the parties represents and warrants
that it has the full right, power and authority to enter into this Agreement and
to perform all of its respective obligations, that it is under no legal
impediment which would prevent its entering into and performing fully its
obligations under this Agreement, and that it is financially capable of
performing such obligations.


                  15.3 COMPLIANCE WITH LAWS. LICENSEE shall take all actions
required by any local, national, state or regional agency, government or
commission to carry out the purposes of the rights licensed hereunder in
compliance with applicable law. LICENSEE shall immediately provide LICENSOR with
copies of any communication to or from any such agency, government or commission
that relates to or affects this Agreement or the Trademarks or the IP Rights.
Without limitation to the foregoing, LICENSEE shall not engage and shall not
permit its subcontractors to engage in any unfair or illegal trade or labor
practices or commit any acts or engage in any transactions that would reflect
adversely upon the goodwill associated with LICENSOR, the Trademarks, the IP
Rights, or the Products.

represents and warrants to LICENSOR that:

                           (a) LICENSEE is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of Florida,
authorized to do business worldwide; and

                           (b) No event has occurred that would have a material
impact on the business, operations or condition (financial or otherwise) of

                           (c) LICENSEE has the ability and capacity to perform
its obligations hereunder or to cause such obligations to be performed; and

                           (d) Any designs submitted by LICENSEE to LICENSOR,
for approval is original and do not infringe the rights of any other person.


                  16.1 ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, or any breach thereof, having not been cured within
the herein prescribed time, arising out of or relating to the relationship
between LICENSOR (including any of its parents, subsidiaries, officers,
employees, affiliates, agents, and representative, and the officers and
employees of all such entitles) and LICENSEE (including any of its parents,
subsidiaries, officers, employees, agents or affiliates, and the officers and
employees of all such entities) including, without limitation, any claim that
any terms in this Agreement are unenforceable or otherwise avoidable, shall be
submitted to binding arbitration and shall be determined in accordance with the
rules of the AMERICAN ARBITRATION ASSOCIATION. Such Arbitration shall be
conducted in English before a sole arbitrator who shall be a United States
national, selected in accordance with said rules. The Arbitration, including the
rendering of the award shall take place in Miami, Florida. The conflict of law
rules of the State of Florida shall be applicable. Judgment upon the award of
the Arbitrator may be entered in any court having jurisdiction thereon. The
parties acknowledge that this Agreement and any award rendered pursuant to it
shall be governed by the 1958 United Nations Convention on the Recognition and
Enforcement of Foreign Arbitration Awards. This clause shall not, however, limit
LICENSOR's right to institute or join in any petition or action before a federal
bankruptcy court, as may be necessary in LICENSOR's sole subjective judgment, to
seek to receive from LICENSEE payments due under this Agreement. Furthermore,
this clause shall not limit LICENSEE's or Licensor's right to obtain any
provisional remedy, including, without limitations, injunctive relief, writs for
recovery of possession or similar relief, from any court of competent
jurisdiction, as may be necessary in LICENSOR's sole subjective judgment, to
protect its trademark or other property rights including liens and security
interests. The existence and outcome of any arbitration proceedings shall be
kept confidential except to the extent necessary to obtain judgment on or
enforce any arbitration award. Either party may invoke this paragraph after
providing thirty (30) days' written notice to the other party. All costs of
arbitration shall be divided equally between the parties. Any award may be
enforced by a court of law.


                  16.2 ENTITLEMENT TO COSTS. If any legal action or dispute
arises under this Agreement, arises by reason of any asserted breach of it, or
arises between the parties and is related in any way to the subject matter of
the Agreement, the prevailing party shall be entitled to recover all costs and
expenses, including reasonable attorneys' fees, investigative costs, reasonable
accounting fees and charges for experts. The "prevailing party" shall be the
party who obtains a final judgment in its favor or a provisional remedy such as
a preliminary injunction or who is entitled to recover its reasonable costs of
suit, whether or not the suit proceeds to final judgment; if there is no court
action, the prevailing party shall be the party who wins any dispute. A party
need not be awarded money damages or all relief sought in order to be considered
the "prevailing party" by a court.

         17. GOVERNING LAW

                  17.1 All questions concerning this Agreement, the rights and
obligations of the parties, enforcement and validity, effect, interpretation and
construction which are governed by state law shall be determined under the laws
of the State of Florida. United States federal law shall apply to all other


         This Agreement shall not be construed to place the parties in the
relationship of legal representatives, partners, joint venturers or agents of or
with each other. Under this Agreement, LICENSEE is an independent contractor and
shall be solely responsible for the payment of all income tax withholding,
payroll taxes, contributions and other obligations relating to LICENSEE's
employment and compensation of its employees and consultants. No party shall
have any power to obligate or bind any other party in any manner whatsoever,
except as specifically provided herein.


         Any uncertainty or ambiguity with respect to any provision of this
Agreement shall not be construed for or against any party based on attribution
of drafting to either party. The headings contained herein are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.


         The failure of a party to insist upon strict adherence to any term or
provision of this Agreement, or to object to any failure to comply with any term
or provision of this Agreement, shall not be a waiver of that term or provision,
estop that party from enforcing that term or provision, or preclude that party
from enforcing that term or provision by estoppel or by laches. The receipt by a
party of any benefit from this Agreement shall neither constitute such party's
waiver nor effect an estoppel on the right of that party to enforce any
provision hereof. None of the terms of this Agreement shall be deemed to be
waived or modified, except by an express agreement in writing, signed by an
authorized officer of the party against whom enforcement of the waiver or
modification is sought, supported by new consideration.



         Any notice, communication or legal service of process required or
permitted under this Agreement shall be effective when personally delivered in
writing; or on the date when the notice, service or communication is transmitted
by telex or by electronic facsimile, written acknowledgement of which receipt is
confirmed, (with a confirmation copy to be sent by mail) or the day after the
notice, service or communication is sent by overnight air courier service (e.g.,
Fed Ex Courier); or five (5) days after the date of mailing. All notices shall
be sent to the parties at the notice addresses listed below or to such other
persons and notice addresses as may be designated in writing by the parties to
each other.

TO LICENSOR:                        OMNISCENT COPT.
                                    2875 NE 191st Street
                                    Aventura, Florida  33180
                                    Attention: Sharon Lallouz, CEO
                                    Telephone: (305)937-4161
                                    Facsimile:  (305)937-4161

TO LICENSEE:                        MOAR International
                                    20815 NE 16th Avenue
                                    North Miami Beach, Fl. 33179
                                    Attention: Marcos or Sara Lencovski
                                    Telephone: (305) 653-9414
                                    Facsimile:  (305) 653-9415

TO LALLOUZ                          SHARON LALLOUZ
                                    2000 Island Blvd
                                    Suite 2005
                                    Aventura, Florida 33160





         22. SEVERABILITY

         The provisions of this Agreement are severable, and if any provision
shall be held invalid or unenforceable, in whole or in part, in any
jurisdiction, then such invalidity or unenforceability shall affect only such
provision, and shall not affect such provision in any other jurisdiction. To the
extent legally permissible, a provision which reflects the original intent of
the parties shall be substituted for such invalid or unenforceable provision.

         23. SURVIVAL

         All obligations of the parties of a continuing nature, including
without limitation those concerning trademark rights, indemnities and trade
secrets, shall survive the termination or expiration of this Agreement.


         24. CROSS DEFAULT

         A breach or default under any other agreement between LICENSOR and
LICENSEE or any of LICENSEE's parents, subsidiaries, affiliates and
shareholders, shall be deemed to be a breach of this Agreement.

         25. EXHIBITS

         The Exhibits attached hereto and as revised by agreement of the parties
from time to time are hereby incorporated by reference and form integral parts
hereof. The reporting, approval and other forms of LICENSOR attached as Exhibits
hereto may be revised by LICENSOR at any time and from time to time.


         This Agreement, including all Exhibits, constitutes the entire
agreement between the parties with respect to, and supersedes all prior
negotiations and agreements between the parties concerning the subject matter
hereof. This writing is intended as the final, complete and exclusive statement
of the terms of the agreement between the parties with respect to the subject
matter hereof and may only be amended or terminated in writing.

         IN WITNESS WHEREOF, the parties hereto have caused their
duly-authorized representatives to execute this Agreement as of the date
first-above written.

LICENSEE:                               LICENSOR:

By: /s/ Marcos Lencovski                By: /s/ Sharon Lallouz
    ------------------------------          ------------------------------------
Name:  Marcos Lencovski                     Name:  Sharon Lallouz
Title: President                            Title: Chief Executive Officer

                                        SHARON LALLOUZ

                                        By: /s/ Sharon Lallouz
                                        Name: SHARON LALLOUZ
                                        As Brand Owner


                                LIST OF EXHIBITS:

                           1.        AGREEMENT
                           2.       PRODUCT
                           3.       TRADEMARKS
                           4.       STATEMENT OF ROYALTY
                           5.       MINIMUM ROYALTIES
                           6.       PRODUCT APPROVAL FORM
                           7.       FOREIGN DISTRIBUTION APPROVAL FORM
                           8.       ADVERTISING APPROVAL FORM
                           9.       ADVERTISING BUDGET APPROVAL FORM

                                 OMNISCENT CORP.




IC 003. US 001 004 006 050 051 052. G & S: Toiletry and Cosmetic Preparations -
Namely, Perfumes, Fragrances.

Including skincare products, bath and gel, body lotion, soap, miniatures,
testers, Eau de toilette, Eau De Parfum, after shave lotion and deodorant.


                                 OMNISCENT CORP.



                            PHANTOM By Sharon LALLOUZ

                                 [Phantom Logo]


                                 OMNISCENT CORP.

                          QUARTERLY ROYALTY REPORT FORM

For Period Ending Date:  _____/_____/_____

Name of Licensee      __________________________________________

Licensed Product      __________________________________________

Territory/Country     __________________________________________

Sales $ __________    Royalties $ ____________   Paid Herein $__________________

        Royalty Breakdown                                         Dollar Amount
        -----------------                                         -------------
                 ROYALTY  @  5%

                 ROYALTY  @  4%

                 ROYALTY  @  3%



                                 OMNISCENT CORP.


                             MINIMUM ROYALTIES/SALES

Minimum of 5% flat royalty rate on wholesale sales of One (1) Million Dollars,
or Fifty Thousand ($50,000.00) * minimum per year. And;

4% flat royalty rate on wholesale sales above One Million Dollars up to Two (2)
Million Dollars per year. And;

3% flat royalty rate on wholesale sales above two (2) Million Dollars per year.

For example, Licensee shall pay to Licensor a continuing, nonrefundable royalty
fee of five percent (5%) of $1,000,000 gross wholesale sales from Sales of
Phantom products, ("Sales") or a minimum of $50,000.00 in each year in which
this Agreement is in effect, and four percent (4%) of gross sales made by
licensee of the Phantom Products in excess of $1,000,000 but less than
$2,000,000 in each year, and three percent (3%) of all additional gross sales
made by licensee of Phantom Products each year this Agreement is in effect.

* In the event sales do not equal the royalty minimums of Fifty Thousand
Dollars, ($50,000) Licensee has the option to terminate this agreement without
paying the minimum but must pay the pro-rated royalty to the sales.


                                 OMNISCENT CORP.


                              PRODUCT APPROVAL FORM

Name of Licensee:     ___________________________________________________

Licensed Product:     ___________________________________________________

Licensee's Address:   ___________________________________________________

Wholesale Price:  US$_______________   Suggested Retail Price:__________________

Comments: ______________________________________________________________________





                      Approved Disapproved        Date              Signature
                      --------------------        ----              ---------

1ST  APPROVAL  (SKETCH)    [ ]     [ ]        ____/_____/___      ______________

2ND APPROVAL  (SAMPLE)     [ ]     [ ]        _____/_____/__      ______________

3RD  APPROVAL  (FINAL)     [ ]     [ ]        _____/_____/__      ______________

                                 Attached design


                                 OMNISCENT CORP.




Name of Licensee       _____________________________________________

Licensed Product       _____________________________________________

Country(ies) you are interested in distributing in / shipping to: (PLEASE USE


Describe what method of distribution you are planning to use

[ ]  Distribute directly to        [ ] You are proposing to assign a distributor
     Retail Stores ONLY


1. Please list the full address, telephone number, fax number and a contact name
of the proposed distributor.

                  Address: _________________________________________________

                           Tel:  _________________   Fax:  _________________

                  Contact Name: ____________________________________________

2.   Please list the various products/labels they currently distribute.



[ ]  Approved  [ ] Disapproved         Date:  ____/____/____

------------------------------         ---------------------------------
Signature of Licensee                  Signature of Licensor


                                 OMNISCENT CORP.
                          ADVERTISING APPROVAL FORM A-8
   Submission may be approved only in writing and only if all changes are made

                               ARTWORK SUBMISSION

Please check the media of advertising:

[ ] Full Page ad          [ ]  Billboard        [ ] Other:  ____________________

Name of publication:  _________________________ Issue date:  ____/____/____

Ad position (as detailed as possible):



[ ] Left hand page     [ ] Right hand page    [ ] Full page spread

                              FOR PHANTOM USE ONLY




Please follow the applicable instructions:

[ ] Add photo credits     [ ] Add copy right notice   [ ]  Add PHANTOM logo

Special instructions:




  [ ] Approved             [ ] Approved with charges      [ ]  Disapproved

                             PUBLICATIONS SUBMISSION

Name of Publication:  __________________________________________________________
                        (A copy of the magazine or newspaper must be included)

Frequency (check one):  [ ] Daily  [ ] Weekly  [ ] Monthly  [ ] Other: _________




[ ] Approved   [ ] Disapproved ________________________    Date: ____/____/____
                                 PHANTOM (signature)


                                 OMNISCENT CORP.


                         YEARLY ADVERTISING BUDGET FORM

Date:  _____/_____/_____

Name of Licensee      __________________________________________

Licensed Product      __________________________________________

Territory/Country     __________________________________________

Projected Advertising Expenses  $ _________  Projected Sales  $ ________________


       Type of Advertising                                  Dollar Amount
       -------------------                                  -------------


















                                 OMNISCENT CORP.



follows: 1st $50,000. paid as a deposit January 1st, 2003 to Omniscent. Second
installment of $50,000 Paid September 2003. Balance of $100,000. is Due and
payable upon receipt of shipping documentation of the first shipment of Phantom
fragrances to Licensee. $100,000 design development is payable to Dinand upon
completion of the project.