SMART KIDS INTERNATIONAL HOLDINGS, INC.
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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Page
1
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License
Agreement
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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Page
2
of 38
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THIS
LICENSE AGREEMENT made effective the 20th
day of
June, 2005 (the "Effective Date")
BETWEEN:
XXXXXXX
XXXXXXXX, having an office at 9328 – 107TH
Avenue,
Edmonton, Alberta, Canada T5H 0T4 (the
"Licensor")
And
SMART
KIDS INTERNATIONAL HOLDINGS, INC.,
a body
incorporated under the laws of the State of Nevada, having an office at
00
Xxxxxx
Xxxxxxxx Xxxx, Xxxxx Xx, Xxx Xxxxxx 00000 (the
"Licensee")
WHEREAS:
| · |
The
Licensor and the Licensee wish to enter into a strategic Agreement,
pertaining to the licensing of all the Licensor’s intellectual property
(the “first "Agreement"). Dated on the 1st day of June
1994.
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The
Licensor and the Licensee are mutually interested in the raising of additional
capital investment to develop and market the Themes; and,
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·
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The
Licensor and the Licensee are both committed to the success of this
venture.
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NOW
THEREFORE WITNESSETH THAT:
For
good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by the parties, the parties agree as follows:
| 1.1 |
The
parties agree that the Licensor has previously executed various license
agreements and amendments thereto pertaining to the Intellectual
Property.
The Licensor and Licensee each agree that this License Agreement
hereby
becomes the master agreement and all obligations and rights pursuant
to
any license agreement or amendment thereto entered into by the parties
prior to the Effective Date in their
entirety.
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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1. DEFINITIONS
A:
The
parties agree that the First Agreement shall be amended to include all of the
new Licensors
(Xxxxxxx Xxxxxxxx),
"Intellectual
Property"
B:
which means the Characters, Copyrights, titles of copyrighted works, Trademarks,
industrial designs and other intellectual property owned by the
Licensor.
| 1.1. |
"Advertising
Materials"
means all advertising and promotional materials for the Licensed
Products
including but not limited to packaging and labeling materials, which
are
produced by or for the Licensee and which make use of any of the
Trademarks, copyrights, new concepts. Domain names,
Characters,
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| 1.2. |
"Trademarks,
copyrights, domain names, Concepts &
Characters"
means the use or likenesses of the
following:
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| 1.2.1. |
the
characters BE ALERT XXXX, BE AWARE XXXXX, XXXX NOTICE, XXXXXXX THE
FIREFLY, UNCLE BUZZ, XXXXX BLUE, and DAISY. These characters are
defined
in Schedule "A", attached to and
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| 1.2.2. |
Forming
a part of this License Agreement, in terms of a character comparison
registered with the United States & Canada Copyright Offices;
and,
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| 1.2.3. |
all
future characters created by the Licensor, or the Licensee pursuant
to
this License Agreement, during the term of this License Agreement
or any
extensions thereto where such characters Trademarks
or copyrights new concepts and domain names
that are associated with the Theme and the Licensor’s future plans
like.
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| 1.2.4 |
The
following:
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Mall-Centered,
Bee Hive Kiosks and Stores:
In
development is the creation of a franchise of Bee Hive-shaped Xxxx
& Xxxxx
kiosks
to be purchased and owner-operated in stores throughout North America. The
kiosks offer a tremendous opportunity to promote and sell Xxxx
& Clare
merchandise, offer the opportunity to play Xxxx
& Xxxxx
interactive games, and promote upcoming episodes as well as Smart Kids, and
will
add a noticeable and consistent, real world presence to everyone’s shopping
experience
Ad-driven,
Web-interactive, Video-CDs as the Pilot Launch Vehicle for Be
Alert Bert’s
“Be People Smart”:
Smart
Kids will use proprietary CD-ROM and DVD-ROM video delivery technology that
places full screen, Web-interactive video on personal computers, accelerating
traffic to its Web site (and those of its advertisers) substantially increase
revenue in the process. This will be created and redefined entertainment,
marketing, distribution, and revenue generating models that revolutionize how
revenue is generated on the Internet. Using Be
People
Smart, as a timely pilot for its launch, it aims to support the production
with
a strategic and proprietary ad placement format using advertisers and sponsors
to distribute the production through target market effective publications,
and
generate revenue in the process, attracting a noticeably increased number of
people to the shows and the Smart Kids’ Web community.
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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SmartKids’
Web site:
Smart
Kids not only promotes the above-detailed shows and merchandise. It provides
an
educational and entertainment experience far beyond the sum of its individual
parts. At the outset, in addition to the promotion of Be
Alert Xxxx and
The
Adventures of Xxxx & Xxxxx,
Smart Kids will generate revenue through 1) the sale of My Smart Kids’
individual software components and the entire My Smart Kids productivity
software suite, and 2) subscription, banner ad, merchandising commissions and
e-commerce revenue generated from the My Smart Kids’ Internet hosting site and
browser.
Smart
Kids takes the concepts behind the world’s most successful software packages and
Internet sites and redesigns them for kids – as a subscription-based online
community for kids. There are three forms of subscription: the free user gets
limited access to the site’s features. The intermediate user gets more. And the
power user gets complete access to the site’s best features, as well as a series
of revenue-generating features. Smart Kids features, among other things, a
safety first community, a portal to the television shows which enables kids
to
play character-driven games, create their own videos, join chat clubs, have
safety alerts emailed to them on a random basis, etc. All of the real world
games, books and features will be augmented in this site.
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·
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The
objective of this project is to develop a community of web sites,
and
software packages based around the central portal
XxxxxXxxxXxxxxxxxXxxxxx.xxx. The site will offer a number of services.
Initially, the primary service offered will be web-based e-mail.
The site
will also offer a number of other features, such as chat rooms, news,
animation, games and links to other sites. These features will be
implemented at various stages in the development process based on
development time and cost.
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·
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The
first piece of off line software that will be developed will be the
"My
Smart Kids' E-Mail". This will software will function either as a
stand-alone product or as an enhancement to the features offered
on the
web site. Following the e-mail program, the My Smart Kids Virtual
Bank
will be created. This will teach kids the value of saving money,
as well
as offer the potential for partnership with an established
bank.
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·
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All
components of this project will promote the "community" aspect. This
will
be achieved through consistent quality, design, and branding as well
as
the implementation of chat rooms and other "human interaction" elements.
This strategy has proved successful in creating large numbers of
return
visitors.
|
There
are
heightened features never before seen, including a banking system and home
video
distribution network that not only generates revenue for SmartKids, but enables
kids to make money for themselves:
MySmart
Kids is being developed in three distinct, yet non-mutually exclusive stages:
1)
the development of an Internet community and hosting site for kids, 2) the
development and sale of individual components of MySmart Kids productivity
software, and 3) the development and sale of the MySmart Kids productivity
suite.
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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There
are
a number of ways outside sites could be chosen:
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Pay
for Placement - outside sites could pay to be
listed.
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Link
Sharing - outside sites could place a link to SmartKids’ site on their
sites.
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SmartKids
Recommended - sites of high quality that are selected by XxxxxXxxx.xxx
itself.
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A
combination of the above will be used for selection. The majority of the links
posted could be based on a link sharing, because this will drive traffic to
the
site. With premium placement web sites that pay a fee could be list higher
on
the list, contain more information or have a graphic. High quality sites could
be recommended in a special section, such as sites of the week (day, month,
year...).
Multimedia
Components:
The
site
will also offer multimedia components, such as games and animation. This content
will be designed in such a manner to continue the branding of the community
-
focusing on education and entertainment. The content for this section can be
created both in-house and by third party developers as the site grows. Following
the development of the key site components, additional components such as news
and chat features will be incorporated.
This
web
site will function as the hub for the My Smart Kids Community, tying together
all of the various elements. The site will focus on educational and entertaining
content for kids between the ages 8 and up.
E-Mail:
The
e-mail component will, for the most part, function similar to most online email
systems. The main difference will be that the e-mail will put a focus on
messages that incorporate multimedia, such and video or audio. This will include
highlighting multimedia messages when they are received and by encouraging
the
user to send this type of message themselves.
Offline
Software:
The
offline software will function both as stand-alone products, and as an addition
to the online components of the community. E-Mail Software
This
program will function in a similar fashion to the online version (with the
focus
on multimedia), except that the user will be able read and write messages while
offline. This software will interact closely with the Web site and will include
features that will let the user make full use of the website.
Portal
Component:
The
portal component of the site will consist of a series of links to sites that
users of the site would be interested in. These sites will consist of both
its
own community sites and outside sites
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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Page 6
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Virtual
Bank:
The
Virtual Bank will let kids open virtual bank accounts and manage their money
through an easy to use interface. It will allow kids to see how much money
they
have made, and what they have spent it on. This software will also create
opportunities to build relationships with an established bank, to help with
finance or distribution of the My Smart Kid's products.
There
are
two primary aspects to the SmartKids project. The first component is the message
center, which is part of the MySmart Kids Web site. The second component is
the
software suite, which can be accessed by members. Initially, SmartKids software
will be comprised of the following components:
Desktop
publisher –
enables children to publish letters, business cards, cards and
brochures.
Cool
Mail –
free e-mail account with audio and clip art limited file transfer.
Virtual
Banker –
virtual banking for managing of allowance, paper route, mowing lawns, etc.,
plus
a journal and tutorial.
Chat
Software –
restricted for SmartKids’ server and encrypted for registered users
only.
Address
Manager –
keeping track of friends and family. Has e-mail capability.
Power
User Marketing Ideas and Web Management –
educational program created for and by kids.
Message
Center –
linked to Web site, kids can leave message for friends or family.
Smart
Kids –
enable kids to get discounts from SmartKids partnering corporations and
clients.
Internet
phone –
kids’ Internet phone software.
Journal –
keeping
their thoughts online.
Smart
Kids Travel-threw
affiliations earning smile miles and smart points.
Smart
Cards-
will be
used in affiliation with many sponsors to create smart points.
These
components are launch components only, with additional development planned
to
meet future needs. Each component will have up-grades to install a built-in
video tutor.
Combined,
the Server and the Client sides provide a unique online experience. A small
sampling of products and services is listed below. These components are launch
products only, with further elements developed, as future needs are uncovered.
Each component will have up grades to install a built-in video tutor. Specific
components will be available only through SmartKids business xxxxxx.xxx, the
company Web site, accelerating traffic to the site and extending each user’s
interactivity.
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MySmartKids
Web designs –
enabling kids to design their own web sites in a fun and simple
way.
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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Page 7
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MySmartKids
Desktop Publisher
-
enabling kids to publish letters, business cards, cards, and
brochures.
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Cool
Mail–
a
free e-mail account with audio and clip art limited file
transfer.
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MySmartKids
web mail client –
keeping kids in touch with their
friends.
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MySmartKids
Virtual Banker –
virtual banking for management of allowance, paper route, mowing
lawns,
etc., plus a journal and tutorial.
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MySmartKids
Chat Software –
restricted for MySmart Kids’ server and encrypted for registered users
only.
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MySmartKids
Address Manager –
keeping track of friends and family. Has e-mail
capability.
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MySmartKids
CD-Maker –
enables kids to burn their own CDs, as well as design jewel case
inserts
and disk labels.
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MySmartKids
Search Engine –
searches the Web for kid specific
content.
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MySmartKids
Marketing Ideas & Web Management –
educational program created for and
by kids.
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MySmartKids
Message Center –
linked to web site, kids learn leave message for friends or
family.
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MySmartKids
Pagers.
Part of the web Site.
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MySmartKids
Smart Cards –
enable kids to get discounts from MySmart Kids partnering corporations
and
clients.
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MySmartKids
PDA -
kids Internet phone software.
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MySmartKids Journal-
keeping their thoughts online.
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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Page 8
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2
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COMPANY
GOALS
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The
licensor’s initial plans are to initiate and follow through with the following
goals:
PHASE
1
INITIAL
EXPANSION, INCLUDING DEVELOPMENT OF THE FOLLOWING PROFIT CENTERS AND DIVISIONS:
The
Be
Alert Xxxx Television Broadcast (from existing Master Tapes)
|
·
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Be
Alert Xxxx is an animated and live-action TV series for pre-school
aged
children. Its message is to promote safety and awareness of one’s
surroundings in an entertaining and educational format. The main
character, Be Alert Xxxx, is a helpful animated bee whose mission
is to
guide children through life safely. It entertains and educates the
whole
family about safety awareness with features that include Bee Tips,
Safety
Songs, and the news magazine parody, “Live at the Hive”. Xxxx promotes
responsibility, sharing, understanding, and honesty. The series has
been
nominated for three AMPIA (Alberta Motion Picture Industry Association)
Awards, and won the Best Children’s Television Show award in 1998.
Although this series has aired on over 11 networks, it was not widely
leveraged in the United States. Our goal is to place the current
series on
both English and Spanish networks with large viewer base, in order
to
drive retail and wholesale revenue through the sale of both videos
and
licensed products.
|
The
Be
Alert Xxxx Video/DVD Series (from existing Master Tapes)
|
·
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An
existing video library of master tapes will be re-formatted and packaged
for distribution in North and South America for English and Spanish
language children’s TV programming, and for retail and wholesale video
sales. Initially, SKGI will seek a large distribution partner in
conjunction with the broadcast placement. However, sales of individually
packaged videos are planned at the retail level through direct-to-home
marketing, at the XxXxxxxXxxx.xxx on-line web community, kiosks in
malls
(distributorships), and at the wholesale level through licensing
and
barter time with networks and selected retailers throughout North
and
South America.
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Expansion
of the Current Be Alert Xxxx Website
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·
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SKGI
will enhance the current Be Alert Xxxx web site to include an expanded
e-commerce platform, allowing visitors to purchase the full line
of Xxxx
and Xxxxx videos and licensed products, as well as preview upcoming
episodes.
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Commercialization
and Further Development of Xxxx and Clare Line of Licensed Products
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·
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Currently
SKGI has several products ready for commercialization, including:
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o
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Story
Book: How Be Alert Xxxx Got His Name (Published)
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o
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Story
Book: Be Alert Xxxx and Be Aware Clare Visit the City (Written,
Unpublished)
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o
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Narrated
Tape and Story Book Combination: How Be Alert Xxxx Got His Name
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o
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Be
Alert Xxxx Watch
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o
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Be
Alert Xxxx Safety Songs I Cassette (6 songs)
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o
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Other
Recorded Songs (26; each corresponds to an episode)
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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Page 9
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|
·
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In
addition to these current product offerings, SKGI may develop some
of the
following products, which will directly correspond to specific video
subject matter, and may be packaged together for a value-added sale:
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o
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Coloring
and Activity Books
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o
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Flash
Light
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o
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Night
Light
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o
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Bike
Helmet
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o
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Camping
Set
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o
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Elbow/Knee
Pads
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o
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Hats/Mittens
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o
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Bath
Towels
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Direct-to-Home
Sales Distribution Network
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·
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SKGI
is currently developing a strategic plan for promoting this profit
center,
which may include:
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o
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Partnering
with an existing in-home distribution network, which specializes
in
children’s products;
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o
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Using
network barter time to attract new distributors;
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o
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Leveraging
PR/Media outlets to attract new distributors;
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o
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Advertising
in franchise publications to attract new
distributors.
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PHASE
2
SECONDARY
EXPANSION AND DEVELOPMENT OF THE FOLLOWING PROFIT CENTERS, BASED ON AVAILABILITY
OF APPROPRIATE FUNDING:
The
New
Adventures of Xxxx and Clare TV Series (66 new 15 minute 3D animated shows)
SKGI
has
assembled an experienced team to develop and produce its newest television
series, The New Adventures of Xxxx and Xxxxx, which will be a 3-D animated
follow-up series of 66 new 15- minute shows, based on the original Be Alert
Xxxx
series. The New Adventures of Xxxx and Xxxxx will address action awareness,
education, and adventure, and expand SKGI’s reach to children, ages 6 – 11. The
thematic focus of the new series will be the idea and need for tolerance.
Children will witness, through the animated bug world, an unmistakable parallel
to many of the problems and challenges they may face in the real world. The
New
Adventures of Xxxx and Clare aims to present its audience with action-packed,
funny, fast-paced, wonderfully animated, “exceptionally educational” adventures
filled with some of the most lovable and memorable characters children will
ever
meet in any cartoon. Its aim is not only to entertain and educate children,
but
to empower them.
XxXxxxxXxxx.xxx –
On-Line Community and Web Mall
| · |
The
XxXxxxxXxxx.xxx On-Line Community and Web Mall will bring together
the
strengths of all of SKGI’s assets and product lines to become the premier
online community for children’s safety and awareness and educational
products. XxXxxxxXxxx.xxx takes the concepts behind the world’s most
successful software packages and web sites and redesigns them for
children
– as a subscription-based on-line community. Examples of some web site
features are:
|
|
o
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Cool
Mail: free e-mail account with audio and clip art
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
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Page
10
of 38
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|
o
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Virtual
Banker: virtual banking for managing allowance, paper route, lawn
mowing,
etc
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|
o
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Chat
Software: restricted for SmartKids’ server and encrypted for registered
users only
|
|
o
|
Address
Manager: keeps track of friends and family, has e-mail capability
|
|
o
|
Message
Center: linked to Web site. Children can leave messages for friends
or
family
|
|
o
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Discounts:
from SmartKids partnering corporations and clients
|
|
o
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Internet
Phone: web-based phone software as well as pager and palm pilot capability
|
|
o
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Journal:
will allow children to keep their thoughts online
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|
o
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Interactive
Games: server-assisted multi-player gaming center to paid members
|
|
o
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Power
User Marketing Ideas and Web Management: educational program created
for
children
|
|
o
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GPS
Tracking: interface for parent monitoring
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Beehive
Retail Kiosks & Stores (Distributorships)
|
·
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In
conjunction with an established US marketing consulting group that
specializes in the sales and placement of retail kiosks in regional
malls
and stores throughout North America, SKGI is developing Xxxx and
Clare’s
Beehive Kiosks. The kiosks offer a tremendous opportunity to promote
and
sell Xxxx and Clare merchandise, offer visitors the chance to play
Xxxx
and Xxxxx interactive games, and promote upcoming episodes and drive
traffic to the XxXxxxxXxxx.xxx Online Community, at the point of
sale.
|
Synergistic
and Strategic Acquisitions
|
·
|
SKGI
will continuously seek to make acquisitions, which contribute to
its theme
of child safety awareness, through the addition of content, intellectual
property, distribution, and/or
marketing.
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
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Page
11
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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Page
12
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COPYRIGHTS
AND THE NEW CONCEPTS
"Copyrights
and the new concepts"
means
all copyrights now or hereafter existing or created by the Licensor, or assigned
to the Licensor by the Licensee pursuant to this License Agreement, relating
to
the Characters or any derivative works using or based on the Characters new
concepts, domain names. Schedule "B" attached to and forming a part of this
License Agreement lists the existing applied for and registered copyrights
as of
the Effective Date.
|
·
|
"Licensed
Product"
means each and every service and product of every nature or kind
associated with the Character and
new concepts,
domain names, Copyrights, and the
Trademarks.
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|
·
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“Territory"
means unlimited geography
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|
·
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"Theme"
means child education, health, fitness, edutainment and
safety.
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·
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“Trademarks,
domain names, new concepts"
and, the Copyrights, titles of copyrighted works, the names of the
Characters, and any combination of the foregoing. Schedule "C" attached
to
and forming a part of this License Agreement lists the existing applied
for and registered trademarks,
domain names, new concepts and
Copyrights, as of the Effective
Date.
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|
1.
|
GRANT
OF LICENSE
|
|
1.
|
The
Licensor grants to the Licensee, subject to the terms and conditions
of
this License Agreement and a management fee to Smart Kids International
Holdings, Inc for quality oversee, but an exclusive royalty-free
license
to use the “Trademarks,
domain names or copyrights, Concepts &
Characters”
in
connection with the manufacture, distribution, sale and advertising
of the
Licensed Products in the Territory for the term of this License
Agreement.
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|
2.
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TERM
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2.1
|
The
term of this License Agreement shall be for a period of twenty five
(25)
years, commencing on the Effective
Date.
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2.2
|
The
Licensee shall have the option during the initial term to extend
in
perpetuity the term of the License Agreement.
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2.2.1
|
The
Licensee shall provide the Licensor in writing of the Licensee's
intention
to exercise the option no less than 120 days before the date of the
termination of the initial term of this License Agreement.
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2.2.2
|
The
extension of the term is subject to Article 4 herein, specifically
the
establishment of a Royalty for the extended term of this License
Agreement.
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3
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ROYALTY
|
|
3.1
|
The
Licensor and the Licensee agree that in the event of the Licensee
exercising its option to extend the term of this License Agreement
in
perpetuity at the end of the initial twenty five (25) year term granted
by
this License Agreement, or
immediately upon the Licensor's ownership of the Licensee becoming
equal
to or less than (12) percent, the Licensor and the Licensee shall
enter
into negotiations to determine a Royalty payable by the Licensee
to the
Licensor, pursuant to Article 4.2
herein.
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SMART
KIDS INTERNATIONAL HOLDINGS, INC.
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LICENSE
AGREEMENT
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Page
13
of 38
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3.2
|
The
Licensor and the Licensee agree that the Royalty payable to the Licensor
in the event of the Licensee exercising its option to extend the
term of
the License Agreement in perpetuity shall be based upon fair market
value
but in no event shall exceed fifteen (15) per cent of the value of
gross
sales of the Licensed Products before expenses or other
deductions.
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3.3
|
In
the event that the Licensor and the Licensee are unable to agree
on the
Royalty pursuant to Article 4.2 within 120 days of the commencement
of
negotiations as specified in Article 4.1, the Licensor and the Licensee
agree that the matter shall be submitted for final and binding arbitration
pursuant to the provisions of Article 11
herein.
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4
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MARKETING
AND SUPPLY
|
|
4.1
|
The
Licensee shall use best efforts to support, promote and establish
a market
for the Licensed Products. The Licensee shall use best efforts to
supply
such market by distributing and selling a sufficient volume of Licensed
Products to meet the demand in the
Territory
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4.2
|
Notwithstanding
the provisions of Article 5.1 herein the Licensor acknowledges that
the
market for the Licensed Products is limited and that it is anticipated
that up to four (6) years from the Effective Date will be required
before
a market begins to develop in the
Territory.
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4.3
|
The
Licensor shall use best efforts to support, promote the establish
markets
for the Licensed Products, including but not limited to the attendance
at
trade shows, and media contact, as may be reasonably requested by
the
Licensee and providing that all expenses or expenditures to enable
such
efforts shall be paid for by the
Licensee
|
|
5
|
ASSIGNMENT
OF RIGHTS BY LICENSEE
|
|
5.1
|
The
Licensee hereby assigns to and waives its moral rights in favour
of the
Licensor it’s entire, worldwide right, title and interest in and to all
"new works" or "derivative works" created by the Licensee using the
Characters, including but not limited to the copyrights on such "new
works" or "derivative works”. Which all employees must sign as
well?
|
|
6
|
TRADEMARKS
AND QUALITY
|
|
6.1
|
All
trademark uses of the Trademarks by the Licensee shall inure to the
Licensor's benefit and shall be in accordance with the standards
established by the Licensor pursuant to this Article
7.
|
|
6.2
|
The
Licensor shall maintain the existing registrations of Trademarks
and file
applications for the registration of new Trademarks upon reasonable
notice
from the Licensee. The Licensee shall pay directly all costs to be
incurred by the Licensor in association with all such applications
or
registrations.
|
|
6.3
|
The
Licensee agrees to affix to the Licensed Products such trademark
notices
as the Licensor reasonably requests and as required by
law.
|
|
6.4
|
The
Licensee warrants that the Licensed Products will be consistent with
the
Theme and of good quality in design, material, and workmanship and
suitable for their intended purpose; that no injurious or toxic substance
will be used in or on the Licensed Products; that the Licensed Products
will not cause harm when used as instructed and with ordinary care
for
their intended purpose; and that the Licensed Products will be
manufactured, sold, and distributed in strict compliance with all
applicable laws and
regulations.
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
14
of 38
|
|
6.5
|
The
Licensee acknowledges and agrees that the Licensor shall have creative
input on the design and development of all Licensed Products. The
Licensor
agrees to act promptly and reasonably in providing its input The
Licensee
agrees to make every reasonable effort to maintain the quality of
each
Licensed Product to a standard consistent with the creative input
provided
by the Licensor.
|
|
7
|
REPRESENTATIONS
AND WARRANTIES
|
|
7.1
|
The
Licensor hereby represents and warrants
that:
|
|
7.2
|
The
Licensor owns the Trademarks,
domain names, copyrights, Concepts &
Characters”
and has the right to enter into and grant the rights contained in
this
License Agreement;
|
|
7.3
|
The
Licensor has not entered into any written or verbal agreements or
commitments with respect to the Characters, Copyrights, new concepts,
domain names or Trademarks that are in conflict with the provisions
of
this License Agreement;
|
|
7.4
|
The
use of the Copyrights, Characters, new concepts, domain names and
Trademarks by the Licensee in accordance with this License Agreement
shall
not infringe upon any rights of any person, firm or corporation;
and,
|
|
7.5
|
There
are no outstanding claims or litigation pending or threatened against
or
involving the title to or ownership of the Characters, Copyrights
or
Trademarks.
|
|
8
|
INDEMNIFICATIONS,
PRODUCT LIABILITY
INSURANCE
|
|
8.1
|
The
Licensee shall indemnify and hold harmless the Licensor, its officers,
agents, and employees, from any claims, demands, causes of action,
expenses or liabilities arising out of or relating to the manufacture,
distribution, sale. or use of the Licensed Products during the term
of
this License Agreement and any extensions
thereof.
|
|
8.2
|
The
Licensor shall indemnify and hold harmless the Licensee, its officers,
agents, and employees from any claims, demands, causes of action,
expenses, or liabilities arising solely out of the use by the Licensee
of
the Characters as authorized under this License
Agreement
|
|
8.3
|
The
Licensee and the Licensor agree that the Licensee shall pay any and
all
amounts owing by the Licensor pursuant to Article 9.2 and that these
same
amounts shall be repaid by the Licensor to the Licensee as a set
off
against Royalties payable to the Licensor pursuant to this License
Agreement.
|
|
8.4
|
As
to any claims falling within the scope of the foregoing
indemnification:
|
|
8.4.1
|
each
party agrees to promptly notify the other of and keep the other fully
advised with respect to such claims and the progress of any suits
in which
the other party is not participating;
|
|
8.4.2
|
each
party will have the right to assume, at its sole expense, the defense
of a
claim or suit made or filed against the other
party;
|
|
8.4.3
|
each
party will have the right to participate, at its sole expense, in
any suit
instituted against it and to approve any lawyers selected by the
other
party to defend it, which approval will not be unreasonably withheld
or
delayed; and
|
|
8.4.4
|
a
party assuming the defense of a claim or suit against the other party
will
not settle such claim or suit without the prior approval of the other
party, which approval shall not be unreasonably withheld or
delayed.
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
15
of 38
|
|
8.5
|
At
the written request and expense of the Licensee the Licensor agrees
to
assist the Licensee in taking all steps necessary to restrain or
prohibit
any infringements of the Characters, Copyrights, Trademarks, domain
names
and
new concepts
at
the expense of the Licensee.
|
|
8.6
|
The
Licensee agrees to obtain and maintain during the term of this License
Agreement and any extension thereof at its own expense product liability
insurance providing protection in the minimum amount of one million
($1,000,000.00) dollars per occurrence and two million ($2,000,000.00)
dollars annual aggregate. These amounts are to be applicable against
any
claims, liabilities, damages, costs, or expenses arising out of any
defects or alleged defects in the Licensed Products. Such insurance
will
include coverage of the Licensor, its agents, and employees. Within
30
days after the Effective Date, the Licensee shall have its insurance
company issue a certificate to the Licensor confirming that the required
policy is in effect.
|
|
9
|
TERMINATION
|
|
9.1
|
In
the event of any default or breach of this License Agreement by the
Licensee, which is not cured by the Licensee within 45 calendar days
after
written notice being given by the Licensor to the Licensee of said
default
or breach, the Licensor may, at its sole discretion, at any time
after the
expiration of such 45 calendar day period, terminate this License
Agreement with immediate effect by written notice of same to the
Licensee.
|
|
9.2
|
The
Licensor shall have the right at its sole discretion to terminate
the
License Agreement in the event that the
Licensee:
|
|
9.2.1
|
Becomes
insolvent; or
|
|
9.2.2
|
Commits
an act of bankruptcy; or
|
|
9.2.3
|
Abandons
the License as deemed by the failure to pursue the active business
as
intended by the License; or
|
|
9.2.4
|
Assigns
the License without written consent;
or
|
|
9.2.5
|
Fails
to observe or perform any of the provisions of the License;
or
|
|
9.2.6
|
Experiences
a change in control that is not approved by the Licensor, such approval
not to be unreasonably withheld, prior to such change
occurring.
|
|
9.3
|
Licensee
acknowledges that a termination of the License Agreement does not
relieve
Licensee of obligations under the License Agreement. This clause
shall
survive the termination of this License
Agreement.
|
|
9.4
|
On
expiration or termination of this License Agreement, the Licensee
agrees
that it shall not renew any sub-license or other agreement pertaining
to
the Licensed Products, and it shall not make any new agreements of
any
kind regarding the Licensed Products. The Licensee will have the
right to
sell any Licensed Products on hand as of the date of expiration or
termination of the License Agreement subject to payment of royalties
to
the Licensor on any such sales, if applicable. Prior to disposing
of any
such inventory of Licensed Products, the Licensee will deliver to
the
Licensor an accurate itemized statement of all such Licensed Products
on
hand.
|
|
10
|
ARBITRATION
|
|
10.1
|
Should
the parties to this License Agreement be in dispute as to the meaning
and
application of any term herein, or if the parties are in dispute
as to the
royalty to be negotiated pursuant to Article 4 herein:
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
16
of 38
|
|
10.1.1
|
Any
controversy or claim arising out of or relating to this Agreement
or the
breach thereof shall be settled by arbitration in accordance with
the laws
of Nevada by two arbitrators, one of whom shall be appointed by the
Licensee, one of whom shall be appointed by the Licensor and if agreement
cannot be reached, by a third arbitrator which shall be appointed
by
agreement of the first two arbitrators.
|
|
10.1.2
|
Such
arbitration shall be conducted in Nevada in accordance with the rules
of
the prevailing Arbitration Association, except with respect to the
selection of arbitrators which shall be as provided in this Section
11.1.1.
|
|
10.1.3
|
Judgment
upon the award rendered by the arbitrators may be entered in any
court
having jurisdiction thereof. All fees and expenses of the arbitration
process shall be borne equally by the parties hereto regardless of
the
final outcome, unless and to the extent the arbitrators shall determine
that under the circumstances the sharing of all or a part of any
such fees
and expenses would be unjust.
|
|
11
|
ASSIGNMENTS
|
|
11.1
|
The
Licensee will not, without the Licensor's prior written consent,
not to be
unreasonably refused, directly or indirectly assign, transfer, sub-license
or encumber any of its rights under this License Agreement.
|
|
11.2
|
The
Licensee shall not grant through any sub-license any greater right
than
granted to the Licensee by this License
Agreement.
|
|
11.3
|
The
Licensor will not, without the Licensee's prior written consent,
not to be
unreasonably refused, directly or indirectly assign, transfer, sub-license
or encumber any of its rights under this License Agreement.
|
|
11.4
|
The
Licensee acknowledges that for tax planning reasons the Licensor
may form
a new entity and the Licensee shall permit the assignment of the
License
Agreement to said entity providing that the Licensor continues to
have
control of the new entity.
|
|
12
|
GENERAL
|
|
12.1
|
The
laws of the State of Florida shall govern the License
Agreement.
|
|
12.2
|
The
License Agreement represents the entire agreement between the parties
and
supersedes all prior negotiations, representations, or agreements,
either
written or oral.
|
|
12.3
|
Time
is of the essence.
|
|
12.4
|
Nothing
in this License Agreement will be construed to make the parties partners
or joint ventures or to permit the Licensee to bind the Licensor
to any
agreement or act on the Licensor's behalf in any respect, or to permit
the
Licensor to bind the Licensee to any agreement or act on the Licensee's
behalf in any respect.
|
|
12.5
|
No
waiver or modification of any of the terms of this License Agreement
shall
be valid unless in writing, signed by both parties. Failure by either
party to enforce any rights under this License Agreement will not
be
construed as a waiver of such rights, and a waiver by either party
of a
default in one or more instances will not be construed as a continuing
waiver or as a waiver in other
instances.
|
|
12.6
|
All
notices and reports required to be provided under this License Agreement
will be delivered in person or by registered mail to the other party
at
the address stated on Page 1 of this License Agreement, or to such
other
address as either party designates in writing from time to
time.
|
|
12.7
|
If
any term or provision of this License Agreement is for any reason
held
invalid, such invalidity will not affect any other term or provision,
and
this License Agreement will be interpreted as if such term or provision
had never been contained in this License
Agreement.
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
17
of 38
|
|
12.8
|
The
article, paragraph, and section headings in this License Agreement
are for
reference only and will have no substantive
effect.
|
IN
WITNESS WHEREOF
the
parties have executed this License Amendment effective the date first set out
above:
 |
 |
|
|
XXXXXXX
XXXXXXXX
|
XXXX
XXXXXXXXX
|
|
|
OWNER
|
DIRECTOR
OF THE BOARD
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
18
of 38
|
APPENDIX
Schedule
"A" - Character Comparisons
Schedule
"B" - Copyrights Schedule
Schedule
"C" – Trademarks
Schedule
“D”- Domain names
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
19
of 38
|
SCHEDULE
"A" - CHARACTER COMPARISONS
Be
Alert
Xxxx Comparison for:
|
·
|
Xxxx
Notice
|
|
·
|
Be
Alert Xxxx
|
|
·
|
Xxxxxxx
the Firefly
|
|
·
|
Be
Aware Clare
|
|
·
|
Uncle
Buzz
|
|
·
|
Xxxxx
Blue Xxxxx
|
|
As
prepared by:
|
Xxxxxxx
X Xxxxxx, Xxxxx & Xxxxxxxxx, 0000 Xxxx 0xx Xxxxxx,
0000
Xxxxxxxx Xxxx Xxxxxx, Xxxxxxxxx,
Xxxx
00000-0000, dated 1/27/95.
|
|
Class:
|
Visual
Arts; unpublished
|
|
Status:
|
Registered
|
|
Effective
date of registration:
|
February
24,1995 (1995D224)
|
|
Registration
Number:
|
VAU319270
|
|
Date
of Creation:
-
|
1994
|
|
Author(s):
|
Xxxxxxxx
Video inc.
|
|
Owner(s):
|
Shergold,
Xxxxxxx
|
X.
Copyright Office - Search Records Results
Search
Records Results
Registered
Works Database (Claimant Search)
Search
For: BE ALERT XXXX PRODUCTIONS, INC
Item
1 of
1
1.
Registration Number: PA-709-496
Title:
Bee [sic] people smart.
Description:
Videocassette ; 1/2 in.
Claimant:
Be Alert Xxxx Productions, Inc.
Created:
1993
Published:
15Dec93
Registered:
18Apr94
Previous
Related Version: Soft sculpture prev. reg. 1993, VA
267-182.
Claim
Limit: NEW MATTER: children's video tape, song; artwork on tape sleeve; some
animation.
Miscellaneous:
C.O. corres.
Special
Codes: 4/X
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 20
of 38
|
SCHEDULE
"B" - COPYRIGHTS
BE
ALERT
XXXX
Copyright
registration in Canada
|
Class:
|
unpublished
work of an Artistic nature
|
|
|
Registration
Number:
|
425958
|
|
|
Registration
Date:
|
July
30, 1993
|
|
|
Registered
Owner
|
Xxxxxxx
Xxxxx Alien Shergold
|
BE
AWARE
CLARE
Unregistered
copyright application in Canada on file
Application
number: 350.761
Date: March
7.
1995
BE
AWARE
CLARE
Copyright
registration in the United States
|
Class:
|
Visual
Arts; unpublished
|
|
Status:
|
Registered
|
|
Registration
Number:
|
VAu267181
|
|
Registration
Date:
|
September
15,1993 (19930915)
|
|
Date
of Creation:
|
1993
|
|
Author:
|
Xxxxxxxx,
Xxxxxxx
|
|
Owner.
|
Xxxxxxxx,
Xxxxxxx
|
BE
ALERT
XXXX
Copyright
registration in the United States
|
Class:
|
Visual
Arts; unpublished
|
|
Status:
|
Registered
|
|
Registration
Number:
|
VAu267182
|
|
Registration
Date:
|
September
15, 1993 (19930915)
|
|
Date
of Creation:
|
1993
|
|
Author:
|
Xxxxxxxx,
Xxxxxxx
|
|
Owner
|
Xxxxxxxx,
Xxxxxxx
|
HOW
BE
ALERT XXXX GOT HIS NAME: or, BE ALERT XXXX In a ticklish situation
Copyright
registration in the United States
|
Class:
|
Textual
Works; unpublished
|
|
Status:
|
Registered
|
|
Registration
Number
|
TXu685739
|
|
Registration
Date:
|
February
24,1995 (19950224)
|
|
Date
of Creation:
|
1994
|
|
Author(s):
|
Lindsifame
Productions; Xxxxxxxx Video, Inc.
|
|
Owner:
|
Shergold,
Xxxxxxx
|
XXXXX
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
21
of 38
|
SCHEDULE
"C" - TRADEMARKS
BE
ALERT
XXXX
Trade
Xxxx Registration in the United States
|
Serial
Number
|
74-507,136
|
|
Pled:
|
March
30, 1994
|
|
Abandoned:
.
|
December
13,1S96 - no statement of use filed
|
Registered
Owner at publication: Xxxxxxx Xxxxxxxx
BE
AWARE
CLARE & Design
Trade
Xxxx Registration in the United States
|
74-637,548
|
|
|
Filed:
|
February
23, 1995
|
|
Published:
|
December
24,1996
|
|
Allowance
Red:
|
March
18,1997
|
|
Intent
to Use - Current
|
|
|
Statement
of Use or request for extension of time To file must be received
by Patent
and Trademark Office within six months of above mailing date of notice
of
allowance.
|
Goods/Services:
009- pre-recorded audio tapes and video tapes featuring a mixture of live
action, animation and music directed to teaching safety awareness to children.
Original Applicant Xxxxxxx Xxxxxxxx
No
recorded assignment documents were uncovered in a search of the U.S. Patent
and
Trademark Office, which Office indicates documents were recorded through
December 6,1996, with the possible exception of a small number of records which
may be held up by the assignment branch.
BE
AWARE
CLARE
Trade
Xxxx registration in Canada Registration
Number:
TMA464.715
Filing Date:
August 16, 1993
Registration
Date: October 25,1996
Wares/Services:
Safety Videos, T-Shirts. Board games, stuffed toys and posters. Declaration
of
Use filed 24 September 1996 on wares. Registered Owner: Xxxxxxx
Xxxxxxxx
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 22
of 38
|
|
1.
|
|
|
Name:
|
BE
ALERT XXXX
|
|
Registration
Number:
|
425958
|
|
Type:
|
Copyright
|
|
Author:
|
Xxxxxxxx,
Xxxxxxx
Xxxxx,
Xxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1993-07-30
|
|
2.
|
||
|
Name:
|
I'm
Lost - What to do when you get Lost
|
|
|
Registration
Number:
|
467506
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
Xxxxx
Xxxxx
|
|
|
Registration
Date:
|
1998-02-24
|
|
|
3.
|
||
|
Name:
|
Bee
People Smart
|
|
|
Registration
Number:
|
467505
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxx,
Xxxxx Xxx
|
Xxxxxxx,
Xxxxxxxxx Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
4.
|
||
|
Name:
|
Bee
Thankful - A Special Episode
|
|
|
Registration
Number:
|
467510
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
|
5.
|
||
|
Name:
|
BaBee
Sitting - Babysitting Safety
|
|
|
Registration
Number:
|
467509
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 23
of 38
|
|
6.
|
||
|
Name:
|
A
Doggone Day - Animal Safety
|
|
|
Registration
Number:
|
467508
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
|
7.
|
||
|
Name:
|
Watered
Down - Bathtub/Shower Safety
|
|
|
Registration
Number:
|
467507
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
|
8.
|
||
|
Name:
|
Fire,
Fire - Fire Safety
|
|
|
Registration
Number:
|
467514
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
|
9.
|
||
|
Name:
|
A
Toy Bee - Putting Toys Away
|
|
|
Registration
Number:
|
467513
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
|
10.
|
||
|
Name:
|
A
Bee Thankful Day - The Pilot
|
|
|
Registration
Number:
|
467512
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxx,
Manetter Xxxxxxxx
|
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 24
of 38
|
|
11.
|
||
|
Name:
|
A
Bee Stranger Day
|
|
|
Registration
Number:
|
467511
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-24
|
|
|
12.
|
||
|
Name:
|
Don't
Bee Afraid-Lights Out Safety
|
|
|
Registration
Number:
|
467535
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
13.
|
||
|
Name:
|
Bee
Healthy Day - Dr.'s eating, etc.
|
|
|
Registration
Number:
|
467534
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
14.
|
||
|
Name:
|
Bee
Degrees - Hot Weather Safety
|
|
|
Registration
Number:
|
467533
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 25
of 38
|
|
15.
|
||
|
Name:
|
Owl
Through the Night - Night Safety
|
|
|
Registration
Number:
|
467532
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
16.
|
||
|
Name:
|
Hai
Ya! - Self Defence
|
|
|
Registration
Number:
|
467531
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
17.
|
||
|
Name:
|
That's
Knife - Using Knives
|
|
|
Registration
Number:
|
467530
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
18.
|
||
|
Name:
|
I've
Got The Vapors - Toxic!
|
|
|
Registration
Number:
|
467529
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
19.
|
||
|
Name:
|
A
Bee Cycle Built For Two - Bike Safety
|
|
|
Registration
Number:
|
467528
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 26
of 38
|
|
20.
|
||
|
Name:
|
A
Bee Tempted Day - Peer Pressure
|
|
|
Registration
Number:
|
467527
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
21.
|
||
|
Name:
|
An
Electrical Buzz - Electrical Safety
|
|
|
Registration
Number:
|
467526
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
22.
|
||
|
Name:
|
Scout
Us Out - Camping Safety
|
|
|
Registration
Number:
|
467525
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
23.
|
||
|
Name:
|
X
Marks the Spot - Safety Signs
|
|
|
Registration
Number:
|
467524
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
24.
|
||
|
Name:
|
Play
it Safe - Play Ground Safety
|
|
|
Registration
Number:
|
467523
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 27
of 38
|
|
25.
|
||
|
Name:
|
Safety
Can Be Fun-Roller Blading, etc.
|
|
|
Registration
Number:
|
467522
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
26.
|
||
|
Name:
|
A
Bee Aware Day - Poison Safety
|
|
|
Registration
Number:
|
467516
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-02-25
|
|
|
27
|
||
|
Name:
|
Bee
Cool Day - Cold Weather Safety
|
|
|
Registration
Number:
|
467538
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
28.
|
||
|
Name:
|
Listen
Up - Not Listening to your Parents
|
|
|
Registration
Number:
|
467537
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 28
of 38
|
|
29.
|
||
|
Name:
|
Beefoot
in the Park-Footwear Safety
|
|
|
Registration
Number:
|
467536
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-03-04
|
|
|
30.
|
||
|
Name:
|
The
Adventures of Be Alert Xxxx & Be Aware Clare – Episodes
Numbered
1 to 26
|
|
|
Registration
Number:
|
469204
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxx,
Xxxxx Xxxxx
Rhode,
Xxxxx Xxxxxx
Xxxxx
Xxxxx
|
Xxxxxx,
Xxxxx Xxxxx
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxxx,
Xxxxxxx
|
Xxxxx,
Xxxxx
|
|
Registration
Date:
|
1998-05-01
|
|
|
31.
|
||
|
Name:
|
The
Healing Hand
|
|
|
Registration
Number:
|
495035
|
|
|
Type:
|
Copyright
|
|
|
Author:
|
Xxxxxxx,
Xxxxxxx
|
Xxxxxxxx,
Xxxxxxx
|
|
Owner:
|
Xxxxxxx,
Xxxxxxx
|
Xxxxxxxx,
Xxxxxxx
|
|
Registration
Date:
|
2001-11-30
|
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 29
of 38
|
Be
Alert
Bert’s Safety song list from the TV series: these songs are on three
cds.
The
Be
Alert Xxxx Song Titles
The
Be
Alert Xxxx Theme Song
|
Episode
1
|
The
Shiver Song & The Turning Blue Blues
|
|
Episode
2
|
Be
People Smart
|
|
Episode
3
|
Betty's
Lament
|
|
Episode
4
|
The
Bathroom Scare
|
|
Episode
5
|
I
Can Dance
|
|
Episode
6
|
Fire
Fire (An old Theme from 1st Series)
|
|
Episode
7
|
Poison!
|
|
Episode
8
|
Wear
The Gear
|
|
Episode
9
|
Plat
It Safe
|
|
Episode
10
|
X-Flies
Theme Song & The Signs Are Out There
|
|
Episode
11
|
Babee
Brother
|
|
Episode
12
|
The
Camping Song
|
|
Episode
13
|
Naming
The Dog
|
|
Episode
14
|
Be
Alert Xxxx Old Theme
|
|
Episode
15
|
E-Electricity
|
|
Episode
16
|
Peer
Pressure
|
|
Episode
17
|
Protection
|
|
Episode
18
|
What
You Can't See
|
|
Episode
19
|
That's
Knife
|
|
Episode
20
|
Bee
Hive Kung-Fu Fighter
|
|
Episode
21
|
Owl
On The Prowl
|
|
Episode
22
|
I'm
Proud of Bee-School
|
|
Episode
23
|
Health
|
|
Episode
24
|
When
The Lights Go Out
|
|
Episode
25
|
Bee
foot In the Park
|
|
Episode
26
|
Listen
Up
|
Be
Alert
Xxxx – CD – Ages 3-6 – Song Titles
|
·
|
Protection
|
|
·
|
Fire,
Fire
|
|
·
|
Look
Both Ways
|
|
·
|
Safety
|
|
·
|
Password
|
|
·
|
Xxxx
them song
|
Xxxxxxx
ShergoldÓ
owner
pre license agreement – 1995
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 30
of 38
|
|
DOMAINS AND ASSOCIATED SERVICES
Services
|
Domain
Lock ?
|
Status
|
Expires
|
|
xxxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
11/14/2010
|
|
xxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
11/14/2010
|
|
xxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
11/14/2010
|
|
xxxxxxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
11/14/2010
|
|
xxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
11/14/2010
|
|
xxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
04/11/2010
|
|
xxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
07/18/2010
|
|
xxxxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
09/18/2010
|
|
xxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
12/22/2006
|
|
xxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
07/11/2010
|
|
xxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
08/21/2010
|
|
xxxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
06/09/2010
|
|
xxxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
06/30/2010
|
|
xxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
01/28/2011
|
|
xxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
05/05/2010
|
|
xxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
05/05/2010
|
|
xxxxxxxxx0xxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
08/23/2010
|
|
xxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
08/23/2010
|
|
xxxxxxxxxxxxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
02/02/2010
|
|
xxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
02/02/2010
|
|
xxxxxxxxxxxx.xxx
|
On
|
ACTIVE
|
08/09/2010
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page
31
of 38
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 32
of 38
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 33
of 38
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 34
of 38
|
Songs
from Xxxxxxxx Full Motion Fitness TV series.
Tai
Chi
Songs
1
Temple
Mountain
2
Yesterday’s Wind 11
3
Pachelbel Canon 11
4
Black
Lotus 11
5
Moonlight Sonate
6
Temple
Battle
7
Yesterday’s Westwind
8
Pachelbel Canon
9
Black
Lotus
10
Going
Home
Xxxxxxx
Xxxxxxxx also has 31 shows currently running all threw Canada and in Australia.
As well has developed a fitness program called the 3Dfitness Trainer, which
will
also be intergraded into MySmartKids web site. Xxxxxxx Xxxxxxxx also owns the
source code for his chat and e-mail program as well the online FMF training
program as well the 3Dfitness Trainer program update and source
code.
Xxxxxxx
ShergoldÓ
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 35
of 38
|
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 36
of 38
|
Xxxxxxx
ShergoldÓ
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 37
of 38
|
Xxxxxxx
ShergoldÓ
SMART
KIDS INTERNATIONAL HOLDINGS, INC.
|
LICENSE
AGREEMENT
|
Page 38
of 38
|
