LICENSE RENEWAL AGREEMENT
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AGREEMENT dated as of this 22nd day of September, 1997 between XXXXXXX
XXX XXXX, INC. ("Licensor"), a New York corporation with offices at 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and DIPLOMAT AMBASSADOR, INC. d/b/a
Ambassador Eyewear Group ("Licensee"), a Delaware corporation and assignee of
Windsor Optical Inc. with offices at 0000 Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxxx 00000.
W I T N E S S E T H:
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WHEREAS, Licensor and Windsor Optical Inc. ("Windsor") entered into a
license agreement dated as of April 1, 1994 as amended subsequently thereto
(the "License Agreement"), pursuant to which Licensor granted to Windsor an
exclusion license to use the xxxx "XXXXXXX XXX XXXX", as more particularly
described in the License Agreement, for an initial term to expire on
September 30, 1997;
WHEREAS, Licensor heretofore consented to the assignment of the License
Agreement by Windsor to Licensee in June 1996; and
WHEREAS, Licensor and Licensee desire to renew and amend the License
Agreement in the manner hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledge, the parties covenant and agree
as follows:
1. All capitalized terms used herein have the same meaning that are
ascribed to them in the License Agreement, unless otherwise indicated herein.
2. The "Annual Period" defined in Section 1(f) of the License Agreement
is hereby amended to read as follows:
(f) The "Annual Period" shall be from October 1 to the next
succeeding September 30, except that the last Annual Period
shall be from the last October 1 during the Agreement to the
termination date of the Agreement.
3. Section 2 (a) of the License Agreement is hereby amended to read as
follows:
(a) The term of this Agreement shall be for the period commencing
on the date of this Agreement and ending September 30, 2000.
4. The "Guaranteed Minimum Fee" defined in Section 5(a)(i) for each
Annual Period is hereby amended to read as follows:
Annual Period Guaranteed Minimum Fee
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Fourth $[ ]
Fifth $[ ]
Sixth $[ ]
5. The first sentence of Section 5(a)(ii) is hereby deleted in its
entirety and amended to read as follows:
The Guaranteed Minimum Fee for each respective Annual Period shall
be paid in four equal quarterly installments on the first day of
each October, January, April and July during such Annual Period.
6. Licensor hereby warrants and represents that as of the date hereof,
Licensee is not in default in the performance of any of its obligations under
the License Agreement.
7. Except as otherwise expressly provided by this Agreement, the
License Agreement shall continue, as hereby extended and as modified herein,
pursuant to all the terms, covenants, provisions and conditions of the License
Agreement and each and every such covenant, provision and condition of the
License Agreement is hereby continued, ratified and continued.
IN WITNESS WHEREOF, Licensor and Licensee have respectively executed this
Amendment as of the day and year first above written.
XXXXXXX XXX XXXX, INC.
By: /s/ Xxxxxxx Xxx Xxxx
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Name:
Title:
DIPLOMAT AMBASSADOR
By: /s/ Xxxxx Xxxxxx
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Barry, Krantz, President
