TRADEMARK LICENSING AGREEMENT

　　7. quality of merchandise

　　licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable federal, state and local laws, and that thesame shall not reflect adversely upon the good name of licensor or any ofits programs or the name. to this end licensee shall, before selling ordistributing any of the articles, furnish to licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. the quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of licensor. any item submitted to licensor shall not be deemed approved unless and until the same shall be a proved by licensor in writing. after samples have been approved pursuant to this paragraph, licensee shall not depart there from in any material respect without licensor''s prior written consent, andlicensor shall not withdraw its approval of the approved samples except on_______ days'' prior written notice to licensee. from time to time afterlicensee has commenced selling the articles and upon licensor''s written request, licensee shall furnish without cost to licensor not more than additional random samples of each article being manufactured and sold by licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.

　　8. labeling

　　(a) licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or display material bearing the name the notice 'copyright(c)____________ (year)' in connection with name properties (e) and (f) inrider, paragraph 1, and any other notice desired by licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. in the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the name shall be submitted bylicensor for its written approval prior to use by licensee. approval bylicensor shall not constitute  iver of licensor''s rights or licensee''sduties under any provision of this agreement.