TRADEMARK LICENSING AGREEMENT

　　(b) if licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. in the event this license is so terminated, licensee, its receivers, representatives,trustees, agents, administrator, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any articles covered by this agreement or any carton, container, packing or wrapping material,advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of licensor in writing, which they shall be obligated to follow.

　　(c) if licensee shall violate any of its other obligations under the terms of this agreement, licensor shall have the right to terminate t he license hereby granted upon ______ days'' notice in writing, and such notice of termination shall become effective unless licensee shall completely remedy the violation within the ______ day period and satisfy licensor that such violation has been remedied.

　　(d) termination of the license under the provisions of paragraph 12 shall be without prejudice to any rights which licensor may otherwise have against licensee. upon the termination of this license, notwithstandinganything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable or avoidable.

　　13. sponsorship by competitive product

　　in the event that any of the articles listed in paragraph 1 conflicts with any product of a present or future sponsor of a program on which the name appears or is used, or with any product of a subsidiary or affiliate of such sponsor, then licensor shall have the right to terminate this agreement as to such article or articles by written notice to licensee in the event of such termination, licensee shall have ________ days after  the effective date of such termination to dispose of all of such articles on hand or in process of manufacture prior to such notice, in accordance with the provisions of paragraph 15. however, in the event such termination is effective as to all the articles subject to this agreement and the advance guarantee for the then current year has not been fully accounted for by actual royalties by the end of the _______ disposalperiod, licensor shall refund to licensee the difference between the advance guarantee which has been paid for such contract year and the actual royalties. the rend provision contained in the preceding sentence pertains only to termination occurring pursuant to this paragraph 13, and shall not affect the applicability of any other paragraph to such termination except as expressly contradicted herein.