December ll, l998
Xx. Xxxxxxx Xxxxxx
President
Fotoball USA Inc.
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Re: License Agreement No. ML-2329D
Dear Xx. Xxxxxx:
This letter, when fully executed, shall formally amend
License Agreement No. ML-2329D(the "License Agreement") between
Major League Baseball Properties, Inc. ("Licensor") and
Fotoball USA Inc. ("Licensee"), with respect to certain rights
owned or controlled by Licensor, as agent for the Major League
Baseball Clubs.
By our mutual execution hereof:
A. As of January 1, 1997, the text of Schedule A, Logos is
deleted in its entirety and replaced by the following:
The names, characters, symbols, designs, likenesses,
visual representations and such other similar or related
identifications (but such similar or related identifications
must be approved in writing by Licensor in advance of use) of
the following noted organizations in connection with the
marketing, promotion and sale of that described in Schedule B
hereof: (1) Major League Baseball Properties, Inc., (2) the
American League, (3) the National League, (4) the following
Clubs: Arizona Diamondbacks, Tampa Bay Devil Rays, Baltimore
Orioles, Boston Red Sox, California Angels, Chicago White Sox,
Cleveland Indians, Detroit Tigers, Kansas City Royals,
Milwaukee Brewers, Minnesota Twins, New York Yankees, Oakland
Athletics, Seattle Mariners, Texas Rangers, Toronto Blue Jays,
Atlanta Braves, Chicago Cubs, Cincinnati Reds, Colorado
Rockies, Florida Marlins, Houston Astros, Los Angeles Dodgers,
Montreal Expos, New York Mets, Philadelphia Phillies,
Pittsburgh Pirates, St. Louis Cardinals, San Diego Padres, San
Francisco Giants, (5) All-Star Game, Division Series, League
Championship Series, World Series, other names given to such
games or events and other names given to other Major League
Baseball playoff games, and (6) the following ballparks:
Oriole Park at Camden Yards and Xxxxxx Field.
B. As of January 1, 1997, the text of Schedule B, Licensed
Product(s) No. 7 is deleted in its entirety and replaced by the
following:
7. [INTENTIONALLY LEFT BLANK].
C. As of January 1, 1997, the text of the first unnumbered
paragraph of Schedule B, Licensed Product(s) is deleted in its
entirety and replaced by the following:
No rights to utilize the names, likenesses and/or
signatures of any individuals (including, without limitation,
Major League Baseball players), are granted under this
Agreement. Licensee must present to Licensor written evidence
of having obtained the proper authorization to utilize any such
names, likenesses and/or signatures.
D. As of September 11, 1998, the text of Schedule B, Licensed
Product(s) is amended to add the following:
17. Baseballs made of synthetic leather, depicting
the names and likenesses of Xxxx XxXxxxx and/or Xxxxx Xxxx each
in uniforms bearing Club Logos, commemorating the breaking of
the single season home run record, and sold separately or in
sets with or without a miniature baseball glove.
E. As of January 1, 1999, the text of Schedule B, Licensed
Product(s) is amended to add
18. Oversized baseballs made of synthetic white
leather, featuring Club Logos and/or the names and likenesses
of current Major League Baseball players.
19. Playground balls made of rubber, featuring Club
Logos and/or the names and likenesses of current Major League
Baseball players.
F. As of January 1, 1997, the text of Schedule C, Licensed
Territory (I) is deleted in its entirety and replaced by the
following:
I. For Licensed Product Nos. 1-11 and 13-15:
The fifty United States of America, the District of
Columbia, Puerto Rico and U.S. territories and possessions,
including U.S. military bases worldwide.
G. As of September 11, 1998, the text of Schedule C, Licensed
Territory (I) is deleted in its entirety and replaced by the
following:
I. For Licensed Product Nos. 1-11, 13-15 and 17:
The fifty United States of America, the District of
Columbia, Puerto Rico and U.S. territories and possessions,
including U.S. military bases worldwide.
H. As of January 1, 1999, the text of Schedule C, Licensed
Territory (I) is deleted in its entirety and replaced by the
following:
I. For Licensed Product Nos. 1-11, 13-15 and 17-19:
The fifty United States of America, the District of
Columbia, Puerto Rico and U.S. territories and possessions,
including U.S. military bases worldwide.
I. As of January 1, 1997, the text of the "For Licensed
Product No. 7" portion of Schedule E, Percentage Compensation
is deleted in its entirety.
J. As of September 11, 1998, the text of Schedule E,
Percentage Compensation, is deleted in its entirety and
replaced by the following:
For Sales of Licensed Product Nos. 1-4, 8-11 and 13-16 in
Calendar Year 1998:
Nine percent (9%) of net sales as defined in Paragraph 4B.
For Sales of Licensed Product Nos. 1-4, 8-11 and 13-16 in
Calendar Year 1999:
Eleven percent (11%) of net sales as defined in Paragraph 4B.
For Licensed Product Nos. 5 and 6:
Twelve percent (12%) of net sales as defined in Paragraph 4B.
For Licensed Product No. 12:
Six percent (6%) of net sales as defined in Paragraph 4B.
For Licensed Product No. 17:
Five percent (5%) of net sales as defined in Paragraph 4B.
K. As of January 1, 1999, the text of Schedule E, Percentage
Compensation, is amended to add the following:
For Licensed Product Nos. 18 and 19:
Eleven percent (11%) of net sales as defined in Paragraph 4B.
In each of the above cases, Percentage Compensation
shall be applied against Guaranteed Compensation payable in the
same calendar year only, without carryover. Percentage
Compensation attributable to premium sales of the Licensed
Products shall not be applied against Total Guaranteed
Compensation.
For purposes of this Agreement, a "sale" shall be
deemed to have occurred at the earlier of when invoiced by
Licensee or when shipped by Licensee
Except as noted above, the License Agreement and all
its terms and conditions shall continue to govern our
relationship. Please show concurrence with the above by signing
both copies and returning them to my attention. Upon final
execution, one copy will be sent to you for your files.
This letter shall have no legal effect unless and until signed
by all parties noted below.
AGREED AND ACCEPTED:
MAJOR LEAGUE BASEBALL PROPERTIES, INC.
BY:/s/ Xxxxxx Xxxxx
-----------------------------
TITLE: V.P. Licensing
--------------------------
DATE: 1/13/99
--------------------------
FOTOBALL USA, INC.
BY:/s/ Xxxxxxx Xxxxxx
-----------------------------
TITLE: President & CEO
-------------------------
DATE: 1/11/99
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cc: Xxxx Xxxxxxx - MLBP
