COPYRIGHT LICENSE AGREEMENT THIS LICENSE …

1 COPYRIGHTLICENSE AGREEMENTTHIS LICENSE AGREEMENT ( this AGREEMENT ) is made and entered into effec-tive as of the _____ day of _____, 2002 (the Effective Date ), by andbetween HIRST ARTS FANTASY ARCHITECTURE and BRUCE HIRST (the Licensors ),and _____, (the Licensee ).RECITALS:(A) Licensor owns all proprietary rights in and to numerous copyrightableworks, generally described as fantasy architecture designs and products, all of which aredisplayed and viewable at , or uponrequest from Licensor, (hereinafter the Work ), and has the exclusive right to licenseothers to produce, copy, make, or sell the Work.

2 (B) Licensor owns all rights in and to the Work and retains all rights to the Workwhich are not transferred herein, and retains all common law copyrights and all federalcopyrights which have been, or which may be granted by the Library of Congress.(C)Licensee desires to obtain, and Licensor has agreed to grant, a licenseauthorizing the use of the Work by Licensee in accordance with the terms and conditionsof this , THEREFORE, for and in consideration of the premises and the mutualcovenants and agreements hereinafter set forth and other good and valuable consider-ation, as set forth herein, Licensor and Licensee agree as follows:1.

3 Grant of LICENSE .(A) Licensor hereby grants to Licensee, in accordance with the terms and con-ditions of this AGREEMENT , a (non)-exclusive, non-transferrable LICENSE to use the Work inthe course of its business and to otherwise copy, make, use and sell the Work, and forno other purpose. Licensee may copy and sell the Work in accordance with the termsset forth below, for general advertising materials and point of sale displays, advertising,and other promotional materials for the Work.

4 Further, Licensee may use the Work inconjunction with an Internet site for the advertisement and sale of the Work as describedherein, but shall not otherwise advertise or sell internationally without the written per-mission of Licensor. Any other use shall be made by Licensee only upon the receipt ofprior written approval from Licensor.(B)Licensee retains all rights to packaging designs and trade dress, for thepromotion, marketing and sale of the Work which Licensee develops, creates, purchas-es or otherwise owns.

5 (C)Licensee shall not grant sub-licenses without the prior written approval ofLicensor.(D) Licensee hereby accepts such LICENSE and agrees that Licensee shall notuse the Work except in accordance with the terms and conditions of this acknowledges and agrees that the LICENSE granted herein is non-exclusive andthat Licensor may LICENSE others to use the Work subject to any limitations set forth of Works.(A) Licensee acknowledges that Licensor is the sole and exclusive owner ofthe Work and of all associated federal registrations and pending registrations, andLicensee shall do nothing inconsistent with such ownership.

6 Licensee further agrees thatit will not claim ownership rights to the Work, or any derivative, compilation, sequel orseries, or related Work owned by or used by Licensor. Licensee agrees that nothing inthis AGREEMENT shall give Licensee any right, title, or interest in the Work other than theright to use the same in accordance with this and Termination.(A) this AGREEMENT shall commence as of the Effective Date and shall contin-ue in full force and effect for a period of one year, and shall automatically renew for addi-tional one year periods, unless either party provides written notice of non-renewal to theother party, not less than sixty (60) days prior to the expiration of any one (1) year term.

7 (B) In the event that Licensee fails to maintain its good corporate standing inthe State of _____ if applicable, Licensor, at its sole discretion mayimmediately terminate this AGREEMENT .(C) In the event that Licensee seeks bankruptcy, either voluntarily or involun-tarily, Licensor may, at its sole discretion, terminate this AGREEMENT . Upon filing for, orbeing subjected to bankruptcy, Licensee shall name Licensor as a creditor for all royal-ties which are due, or may become due, under the terms of this AGREEMENT .

8 (D)In the event that Licensee sells all of its assets to a third party, or otherwisecease to exist in its current form, Licensor, at its discretion, may immediately terminatethis AGREEMENT .(E) Upon termination or expiration of the LICENSE granted under this Agreementby operation of law or otherwise, all rights (including the right to use the Work) privilegesand obligations arising from this AGREEMENT shall cease to exist, except for Licensee sobligation to pay royalties to Licensor pursuant to the terms herein.

9 (F) Upon termination of this AGREEMENT , Licensor agrees to allow Licensee six(6) months to cease all use of the Work, including a reasonable time to change labels,packaging and advertising, and twelve (12) months to deplete existing inventories ofgoods bearing the Work. Licensee agrees to discontinue use of the Work, upon termi-nation of this AGREEMENT , as quickly as practicable, and in no event longer than the timespecified (A)Throughout the term of this AGREEMENT , and for any renewals or extensionsof this AGREEMENT , Licensee agrees to pay Licensor a one time royalty of $ _____.

10 (B) Licensee shall pay to Licensor a royalty of five percent (5%) of grossreceipts from sale of the Work (gross receipts is the sale price less any rebate, discountor return actually realized) or $ (US Dollars) whichever is greater for each remaining royalties are to be paid within ten (10) days of each quarter ending in themonths of March, June, September and December.(C) Failure of Licensee to make any payment required under this Agreementwhen such payment is due, shall, at Licensor s option, terminate this will provide written notice to Licensee of termination of this AGREEMENT for fail-ure to make a required payment, within thirty (30) days from the due date of the of Work.