SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 1995
--------------------------------
HEALTHY PLANET PRODUCTS, INC.
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(Exact Name of Registrant as specified in charter)
Delaware 1-13048 94-2601764
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1129 N. McDowell Boulevard, Petaluma, California 94954
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 778-2280
------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since
last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On December 18, 1995, the Company entered into a Licensing Agreement
with Twin Oaks Publishing Limited ("Twin Oaks"), a United Kingdom corporation,
pursuant to which the Company granted a license to use and utilize the Company's
registered mark "Healthy Planet Products" Logo Design and photographic images to
manufacture, market and sell the Company's greeting cards, gifts and stationery
products in the territory consisting of the United Kingdom, Northern Ireland,
Belgium, Luxembourg, Netherlands, France, Italy, Spain, Portugal, Germany,
Greece, Denmark, Eire, Finland, Austria, Sweden, Isle of Man, The Channel
Islands and Norway (the "Territory"). The license does not extend to the right
to use The Sierra Club name and logo or the name and logo of any other company
or entity from whom the Company has received a license.
The license granted to Twin Oaks is for a five-year term commencing
March 1, 1996 through February 28, 2001. The License Agreement provides for
quality control and prior approval by the Company of all licensed products. Twin
Oaks is to pay the Company a royalty equal to 7% of the gross sales price of
licensed articles, less deductions for returns and discounts, with minimum
royalties ranging from 12,285(pound) ($19,000 U.S. dollars based on current
exchange rates) for the first licensed year to 81,900(pound) ($127,000 U.S.
dollars based on current exchange rates) for the last license year. The Company
may terminate the License Agreement in the event of a breach by the licensee,
which breach is not cured within 30 days after written notice.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description of Exhibit
---------- ----------------------
10.1 License Agreement between Healthy Planet Products, Inc.
and Twin Oaks Publishing Limited dated December 18,
1995.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHY PLANET PRODUCTS, INC.
By s/ Bruce A. Wilson
--------------------------------------
Bruce A. Wilson, President,
Chief Executive, Chief Operating and
Chief Financial Officer
Dated: January 11, 1996
3
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (hereinafter referred to as the "Agreement") is
made this 18th day of December, 1995, by and between HEALTHY PLANET PRODUCTS,
INC., a corporation organized under the laws of the State of Delaware, with
principal offices at 1129 N. McDowell Blvd., Petaluma, CA 94954 (hereinafter
referred to as "Licensor") and TWIN OAKS PUBLISHING LIMITED (registered No.
3097236), a United Kingdom corporation, with its principal place of business at
Park House, Hickley's Court, South Street, Farnham, Surrey, GU97QQ (hereinafter
referred to as "Licensee").
WITNESSETH
WHEREAS, Licensor has the exclusive right to license for commercial
purposes, the use of the "Property", as defined in Paragraph 1(a) below;
WHEREAS, Licensee is engaged in the business of the production and sale
of greeting cards, Licensed Articles as defined in Paragraph 1(b) below; and
WHEREAS, Licensee desires to utilize the Property in the manufacture,
distribution, offering for sale, and sale of the Licensed Articles;
NOW THEREFORE, in consideration of the premises and the mutual promises
and covenants herein contained, the parties hereto agree as follows:
1. Definitions. For the purposes hereof:
(a) "Property" means and shall be deemed to include the name
and mark "Healthy Planet Products", and any proprietary logo, graphic design,
photographic image, symbol, trademark, copyright or other intellectual property
of the Licensor.
(b) "Licensed Articles" means the merchandise or products
described in Appendix A attached hereto.
(c) "Net Sales" means the value of total gross sales of the
Licensed Articles, less returns, discounts, allowances and samples to the extent
actually paid or allowed, not to include the direct or indirect costs incurred
in manufacturing, selling, promoting or distributing the Licensed Articles and
not to include the amount of any uncollectible accounts.
(d) "Premium" means any Licensed Article used for the purpose
of increasing the sale, promoting, or publicizing any other product, or any
service, including but not limited to incentives for sales forces, trade and
consumer and incentives for fundraising.
2. Grant Of License
(a) "Grant" Subject to the limitations set forth in this
License Agreement, Licensor hereby grants to Licensee the right to use the
Property in the manufacture, distribution, offering for sale and sale of the
Licensed Articles.
<PAGE>
(b) "Warranty" Licensor warrants that it is the sole and
absolute owner of the Property and has the sole and absolute right and authority
to grant the license as set forth herein.
(c) "Exclusivity" The Licensor shall not license any third
party to use and/or make representations of the Property or any part thereof in
connection with the manufacture, distribution, promotion and sale of any
products which are substantially the same or similar to or directly competing
with any of the Licensed Articles within the Territory.
(d) "Territory" The license hereby granted extends to the
United Kingdom of Great Britain and Northern Ireland and Belgium, Luxembourg,
Netherlands, France, Italy, Spain, Portugal, Germany, Greece, Denmark, Eire,
Finland, Austria, and Sweden, Isle of Man, the Channel Islands, and Norway.
(e) "Term" The term of this Agreement shall begin on the First
(1st ) day of March, 1996 and shall continue in effect and shall ultimately
terminate on the twenty-eighth (28th ) day of February, 2001, unless sooner
terminated in accordance with the provisions hereof.
3. Limitations On License
A. "General" Licensee acknowledges that Licensor grants
licenses to numerous persons for use of the Property for the manufacture, sale,
endorsement or promotion of various goods and services, and that the definition
of Licensed Articles is to be strictly construed to avoid any conflict with
rights of other present or prospective licensees of Licensor.
4. No Sublicenses. Licensee may not grant sublicenses with
respect to any of the rights granted hereunder and the license granted herein is
not transferable by operation of law or otherwise, is indivisible and
non-assignable and may not be encumbered without Licensor's prior written
approval.
5. Licensor's Proprietary Rights. Licensee acknowledges
Licensor's exclusive right, title and interest in and to the property, and
acknowledges that the use of the property in connection with the Licensed
Articles or otherwise without the benefit of a license agreement is an
infringement of the property and constitutes unfair competition. During the term
of this Agreement and thereafter, Licensee will not contest Licensor's exclusive
right, title and interest in and to, or the validity of, the property. Licensee
agrees that Licensor may obtain trademark registration for the property for the
class of goods which includes the Licensed Articles and Licensee will cooperate
with Licensor in obtaining such registration or copyright provided that the
costs of such registration shall be borne by the Licensor. It is acknowledged by
the Licensor that the Licensee upon obtaining the consent of the Licensor (such
consent not to be unreasonably withheld or delayed) shall be free to use such
name, logo or trademark in connection with the sale and marketing of the
Licensed Articles as the Licensee thinks fit.
6. Use of Licensed Marks
A. Scope of Use. Licensee will not use the property or any
mark or name similar thereto other than in connection with the manufacture,
distribution, offering for sale and sale of Licensed Articles pursuant to this
Agreement.
B. Licensee Status. Licensee will not in any manner represent
that it has any interest in the property except as a licensee of Licensor. Use
of the property by Licensee shall not confer
<PAGE>
upon Licensee any right, title or interest in or to the Property, but all such
use by Licensee shall enure to the benefit of Licensor.
C. Quality Control; Compliance with Laws. Licensee agrees that
the Licensed Articles shall be of high standards of quality, shall be safe,
adequate and suited to their intended use, shall enhance the Property, shall be
created, promoted, sold and distributed in accordance with all applicable
federal, state and local laws and regulations, and that the policy of sale,
distribution and utilization by Licensee shall be of high standards and shall in
no manner adversely reflect upon the Property or the good name and reputation of
Licensor.
D. Licensor Approval of Advertising, etc. The quality, art
work and style of such Licensed Articles, as well as of any labels, cartons,
containers, packaging or wrapping materials, and promotional, advertising or
sales materials relating to Licensed Articles and any modifications thereof,
shall be subject to prior written approval of Licensor, such approval not to be
unreasonably withheld or delayed. To this end, before commercially producing,
selling or distributing any Licensed Articles or utilizing or publishing any
promotional materials in connection therewith, Licensee shall furnish to
Licensor or to an authorized representative of Licensor as Licensor shall direct
in writing, free of cost, for its written approval six (6) samples of each of
the Licensed Goods and of cartons, labels, containers, packaging and wrapping
materials and promotional, advertising or sales materials, relating to Licensed
Articles to be used in connection therewith. Licensor shall have seven (7) days
to review materials, and must respond to Licensee in writing the approval,
disapproval and/or corrections that need to be made provided that if no written
response is received by the Licensee within seven (7) days than the Licensee
shall be free to proceed.. After samples have been approved pursuant to this
section, Licensee shall not depart therefrom in any material respect without
Licensor's prior written consent. From time to time during the term of this
Agreement, in order for Licensor to insure that the standards of quality set
forth above are being maintained, Licensee, upon Licensor's reasonable request,
shall furnish to Licensor, or to an authorized representative of Licensor, as
Licensor shall direct in writing, free of cost, current samples of each type of
Licensed Articles being manufactured, sold, or distributed by Licensee
hereunder, together with any cartons, labels, containers, packaging and wrapping
materials and promotional, advertising or sales materials relating to Licensed
Articles used in connection therewith. If such samples do not meet the above
standards, Licensor may require Licensee to make such modification as will
satisfy such standards and Licensee shall comply therewith.
E. Legends. The following legend shall appear on all Licensed
Articles, labels, cartons, containers, signs, packaging, wrapping, advertising
and sales and promotional materials or the like which bear the property: "(C)
1996 Healthy Planet Products". Whenever the property appears on Licensed
Articles, labels, cartons, containers, signs, packaging, wrapping, advertising,
sales and promotional materials or the like, each such use of the Licensor's
marks shall be followed by a (R) or (TM) symbol or other registration notice in
the form set forth on Appendix B attached hereto or as Licensor shall otherwise
notify Licensee from time to time.
F. Inspection. Licensor shall have the right upon giving
Licensee reasonable notice, at its expense, to visit and inspect the offices and
plants of Licensee at reasonable times during regular business hours.
G. Additional Covenants. Licensee also covenants and warrants
that: (a) it will use best commercial efforts to manufacture, market and sell
high quality Licensed Articles in an environmentally responsible manner; (b) it
will not create any expenses chargeable to Licensor; and (c) it will not use
Licensed Articles for combination sales, premiums, giveaways or any other use or
<PAGE>
disposition, without the prior written consent of Licensor, which consent may be
granted or withheld in the exercise of the sole discretion of Licensor.
7. Royalties.
A. Percentage Royalties. As consideration for the license
herein granted, Licensee agrees to pay Licensor royalties equal to seven percent
(7%) of the adjusted gross invoice price (which means the gross price of
Licensed Articles sold by or on behalf of Licensee, less deductions for returns
and customary trade discounts in connection with such sales) or the bona fide
fair market value price of Licensed Articles disposed of as described in Section
1.C hereof, whichever is greater. Such royalties shall be payable within thirty
(30) days following the close of each calendar quarter for sales during such
quarter, beginning with the calendar quarter in which the first sale or
disposition of Licensed Articles occurs. Such royalties shall be paid by the
Licensee to the Licensor in pounds sterling.
B. Definition of Sold. Licensed Articles shall be considered
sold when shipped, billed, or paid for, whichever first occurs.
C. Sales at Less Than Fair Market Value. Sales or distribution
of Licensed Articles at less than the bona fide fair market value price (for
example, introductory offers, or sales at special prices) shall be valued at the
bona fide fair market value price, which means the price which would have been
charged in a bona fide arm's length sale.
D. Minimum Royalties. Licensee agrees to pay the following
minimum royalties for the calendar year referenced:
FOR THE 12
MONTH PERIOD
ENDING (pound) STERLING
----------------- -----------------
February 28, 1997 (pound) 12285
February 28, 1998 (pound) 27300
February 28, 1999 (pound) 47775
February 28, 2000 (pound) 68250
February 28, 2001 (pound) 81900
Licensee will advance one quarter (25%) of minimum royalty in
March of each agreement year with earned royalties paid quarterly with any
remaining minimum due by the end of March of the next calendar year.
8. Records and Payments
A. Periodic Statement. Licensee shall maintain accurate
records showing the quantity and sales price of Licensed Articles manufactured,
sold or otherwise disposed of by Licensee. Within 30 days after the end of each
calendar quarter, Licensee shall deliver to Licensor a complete and accurate
statement in writing, duly certified to be correct by an officer of Licensee
relating to the preceding calendar quarter which will state:
<PAGE>
(1) the quantity of Licensed Articles sold or
otherwise disposed of during the preceding quarter, indicating the nature of
such other disposition;
(2) the gross invoice price or fair market value, as
applicable, of all Licensed Articles sold or disposed of during such quarter,
the dollar amounts of all returns, customary trade discounts, and sales taxes
paid during such quarter, and the adjusted gross invoice price of all Licensed
Articles sold during such quarter.
(3) the amount of any credit against accrued
royalties for such quarter permitted under Section 1.C hereof; and
(4) an itemized statement of royalties due Licensor
for sales and dispositions made during such quarter.
Receipt or acceptance by Licensor of any statements
referred to herein and the quarterly royalty payment shall not preclude Licensor
from questioning the correctness of any such statements and/or royalties paid or
payable.
B. Examination of Books and Records. Licensor may examine the
books and records of Licensee during normal business hours and at reasonable
times with prior notice through Licensor's own employees or representative(s) to
obtain or verify the information described in Section 8; provided, however, if
it is determined that Licensor is entitled to royalties in an amount which is
equal to or greater than two percent (2%) in any twelve (12) month period of the
sums reported by Licensee as due Licensor, then Licensee shall be obligated to
pay and shall pay to Licensor the costs and expenses directly or indirectly
incurred by Licensor in the examination of the books and records of Licensee.
Such reasonable costs and expenses as herein provided shall not limit any other
damages, costs or expenses, or remedies to which Licensor may be entitled.
9. Indemnity
A. Licensor hereby agrees to defend, indemnify and hold
harmless Licensee from and against any and all losses, expenses, damages,
injuries, liabilities and claims (including reasonable attorney's fees) whether
based upon strict liability, negligence, tort, contract or otherwise, arising
solely out of the use of the Property by the Licensee as authorized in this
Agreement, provided that the Licensee shall give notice to the Licensor within
ten (10) days after notification of each such loss, expense, damage, injury,
liability or claim and further provided that the Licensor shall have the right
to undertake and conduct the defense of any cause of such action so brought and
handle any such claim or demand.
B. Licensee hereby agrees to indemnify, defend and hold
harmless Licensor from and against any and all losses, expenses, damages,
injuries, liabilities and claims (including reasonable attorney's fees) whether
based upon strict liability, negligence, tort, contract or otherwise, arising
out of or in relation to (i) the manufacture, sale , use, advertising,
promotion, offering for sale, or distribution of Licensed Articles, (ii) the
merchantability, quality, design, nonconformity or fitness for a particular
purpose of the Licensed Articles, or (iii) the breach by Licensee of any of the
terms or conditions of this Agreement.
10. Insurance. Licensee will obtain and maintain product liability
insurance, in an amount equal to a minimum of One Million Dollars ($1,000,000)
per occurrence providing protection for Licensor, its directors, officers,
agents and employees, as named insureds, against any of the claims,
<PAGE>
demands, or causes of action or damages described in this paragraph 9
hereinbefore. Said insurance policy shall provide that Licensor, its directors,
officers, agents and employees, be named as additional insureds and that it may
not be canceled by Licensee without at least thirty (30) days written notice to
Licensor. A copy of a certificate of insurance consistent herewith shall be
provided to Licensor by Licensee on or before the date of execution of this
Agreement as set forth hereinabove. Licensee's obligation to insure shall
continue, without regard to the ultimate termination of this Agreement,
throughout any time during which any Licensed Article is manufactured, promoted
or actively sold by Licensee.
11. Termination
A. Termination by Licensor. Licensor shall have the right to
terminate this Agreement and the license granted hereunder as follows:
1. Upon a breach by Licensee of any of the terms or
conditions of this Agreement, which breach is not cured within thirty (30) days
after delivery of notice specifying such breach; or
2. In the event Licensee shall apply for or consent
to the appointment of a receiver, trustee or liquidator or shall otherwise be
the subject of any bankruptcy, reorganization, or insolvency proceedings, or
makes an assignment for the benefit of creditors, or becomes insolvent or
discontinues substantially all its business, or a receiver is appointed for it
or its business.
In the event of Licensee's breach hereof, Licensor
shall give written notice of such breach to Licensee, and Licensee shall have
thirty (30) days from the date of said notice to cure or present a mutually
agreed upon plan to cure such breach. In the event that Licensee has not
affected a cure or a mutually agreed to plan to cure has not been reached within
said thirty (30) days, or in the event that Licensee takes any actions which may
jeopardize Licensor's rights in the Property and associated good will, Licensor
shall have the right to terminate this Agreement, in addition to any other
rights and remedies Licensor may have under the terms of this Agreement or
applicable law.
B. Sale of Licensed Goods Following Expiration or Termination.
Licensee shall cease to manufacture or sell the Licensed Articles forthwith
following termination of this Agreement (or as required due to any partial
termination). Notwithstanding the foregoing, upon the expiration of this
Agreement at its scheduled expiration date without renewal, and if Licensee is
not in breach of any of the terms or conditions of this Agreement as of such
date, if Licensee has an inventory of any Licensed Articles (including finished
goods or goods in process) as of the date of such expiration, Licensee may
thereafter sell such Licensed Articles subject to all the terms and conditions
of this Agreement, including, but not limited to, maintenance of quality, the
payment of royalties and submission of reports; provided, however, in no event
shall Licensee sell any Licensed Articles after the expiration of six (6) months
following expiration of the Agreement, and further provided, that Licensee's
right to sell Licensed Articles during such period shall be non-exclusive.
Within thirty (30) days following expiration or termination of this Agreement,
Licensee shall advise Licensor in writing of the type and quantity of any
inventory of Licensed Articles still held by Licensee.
12. Infringement and Other Proceedings. The Licensee agrees to
assist the Licensor in the enforcement of any rights of the Licensor in the
Property. The Licensor, if it so desires, may commence or prosecute any claim or
suits in its own name or in the name of the Licensee or join the Licensee as a
party thereto. The Licensee agrees to notify the Licensor in writing of any
infringements
<PAGE>
or imitations by third parties of the Property which may come to the Licensee's
attention. The Licensor shall have the sole right to determine whether or not
any action shall be taken on account of any such infringement or imitation. With
respect to all claims and suits, including suits in which the Licensee is joined
as a party, the Licensor shall have the sole right to employ counsel of its
choosing and to direct the handling of the litigation and any settlement
thereof. The Licensor shall be entitled to receive and retain all amounts
awarded as damages, profits or otherwise in connection with such suits.
13. Arbitration. Any controversy or claim arising out of or
relating to the terms and conditions of this License Agreement, either party's
performance or failure to perform hereunder or any other claim or dispute
arising out of or resulting from this License Agreement, or the propriety of the
conduct of the parties with respect thereto, shall be settled by binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"), and the procedures set forth below. In the
event of any inconsistency between such rules and procedures set forth below,
the procedures set forth shall control. Judgment upon the award rendered by the
arbitrators may be enforced in any court having jurisdiction thereof.
(a) Either party shall have the right to institute the
procedure designated in this Section by making written demand of the other
party, specifying in reasonable detail the nature of the dispute and the intent
to arbitrate.
(b) Location. The location of the arbitration shall be in San
Francisco, California.
(c) Selection of Arbitrators. The arbitration shall be
conducted by a panel of at least one and not more than three neutral arbitrators
who are independent and disinterested with respect to the parties, this
Agreement, and the outcome of the arbitration, and who are intimately familiar
with the licensing industry, and specifically with respect to merchandising and
licensing.
(d) Discovery. Unless the parties mutually agree in writing to
some additional and specific pre-hearing discovery, the only pre-hearing
discovery shall be (a) reasonably limited production of relevant and
non-privileged documents, (b) the identification of witnesses to be called at
the hearing, which identification shall give the witness name, general
qualifications and position, and a brief statement as to the general scope of
the testimony to be given by the witness, and (c) the opportunity to depose
witnesses prior to the hearing. The arbitrator(s) shall decide any disputes and
shall control the process concerning these pre-hearing discovery matters.
Pursuant to the Rules of AAA, the parties may subpoena witnesses and documents
for presentation at the hearing.
(e) Case Management. Prompt resolution of any dispute is
important to both parties; and the parties agree that the arbitration of any
dispute shall be conducted expeditiously. The arbitrator(s) is/are instructed
and directed to assume case management initiative and control over the
arbitration process (including scheduling of events, pre-hearing discovery and
activities, and the conduct of the hearing), in order to complete the
arbitration as expeditiously as is reasonably practical for obtaining a just
resolution of the dispute but in any event on or before the expiration of 90
days from the date on which the matter was submitted for arbitration.
(f) Remedies. It is the intent of the parties that the primary
focus of the arbitration shall be the resolution of the dispute brought before
the arbitrators, and that after such resolution that this Agreement will
continue in force and effect. Notwithstanding the foregoing, the arbitrator(s)
may grant any legal or equitable remedy or relief that the arbitrators deem just
and equitable, including without limitation termination of the Agreement,
injunctive relief and provisional
<PAGE>
remedies, to the same extent that remedies or relief could be granted by a state
or federal court, provided however, that no punitive damages may be awarded. No
court action may be maintained seeking punitive damages.
(g) Expenses. The expenses of the arbitration, including the
arbitrator's fees, expert witness fees, and attorney's fees, may be awarded to
the prevailing party, in the discretion of the arbitrators, or may be
apportioned between the parties in any manner deemed appropriate by the
arbitrators. Unless and until the arbitrators decide that one party is to pay
for all (or a share) of such expenses, both parties shall share equally in the
payment of the arbitrator's fees when billed by the arbitrator.
14. Miscellaneous
A. Notices. All notices and reports in connection with this
Agreement and payments required hereunder, shall be in writing and shall be
given by postpaid registered or certified mail, return receipt requested,
addressed to the addresses set forth in the preamble hereof, or to such other
address as either party may notify in writing to the other party. Notice shall
be deemed given when mailed.
B. Costs. All costs and expenses relating to the manufacture,
promotion and sale of Licensed Articles by Licensee shall be paid by Licensee.
C. Entire Agreement: Amendment. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof.
The provisions of this Agreement may not be waived, modified, altered or amended
except by a written document signed by duly authorized representatives of both
parties.
D. Governing Law: Forum. This Agreement shall be construed and
interpreted in accordance with the laws of the State of California. Any
litigation or other proceeding to interpret or enforce the provisions of this
Agreement or the parties rights and liabilities arising hereunder shall be
maintained only in the courts in the County of San Francisco, California.
E. Remedies. Licensee recognizes the importance of the
property to the operations and activities of Licensor and that monetary damages
may not adequately protect or recompense Licensor in the event of breach of this
Agreement by Licensee. Therefore, Licensee acknowledges that Licensor may seek,
in addition to any other legal or equitable remedies available to it, injunctive
or other relief against Licensee and/or others to enforce the terms and
conditions of this Agreement in any court having jurisdiction thereof, to
prevent unauthorized use of the property.
F. Past Due Royalty Payments. In addition to any other
remedies available to Licensor by reason of breach of this Agreement, if
Licensee fails to pay any royalties when due, Licensor may recover from
Licensee, to the extent legally permissible, interest on such unpaid amounts
computed at 2% above the prime rate of Citibank during the applicable period,
and if such rate of interest is not legally permissible, then the rate of
interest shall be the maximum legally permissible.
G. No Waiver. Failure of Licensor to insist upon strict
performance of any covenants, terms or conditions of this Agreement, or to
exercise any rights or remedies upon default, shall not constitute a waiver or
relinquishment of its right to insist upon strict compliance with this
<PAGE>
Agreement and to enforce all legal and equitable rights as to any such default
or breach, whether of like or unlike kind.
H. Relationship of Parties. This Agreement does not
constitute, and shall not be construed as, an agency, partnership, or joint
venture between Licensor and Licensee.
I. Successors and Assigns: Assignment. This Agreement shall be
binding upon and inure to the benefit of Licensor, its successors and assigns
and may be assigned or transferred without the consent of Licensee. Licensee may
not transfer, assign or encumber this Agreement or any rights hereunder, or
delegate its duties hereunder, without the prior written consent of Licensor,
such consent not to be unreasonably withheld or delayed..
J. Headings. Section headings used in this Agreement are for
convenience only and shall not be used in the construction or interpretation of
this Agreement.
K. Construction. The language in all parts of this Agreement
shall be in all cases construed according to its fair meaning and not strictly
for or against any of the parties hereto.
L. Counterparts. This Agreement may be executed in any number
of identical counterparts, each of which shall be deemed to be an original, and
all of which together shall be deemed to be one and the same instrument when
each party has signed one such counterpart.
M. Film. Licensor will provide Licensee in a timely manner
four color separations for the Licensed Articles in a format as specified by
Licensee in a timely manner. The cost of specified and provided film will be
borne entirely by the Licensee. Licensor agrees to research and verify costs of
specified film and provide estimates to Licensee for their approval. Licensee
will pay Licensor for requested film at Licensor's cost as evidenced by
Licensor's supplier invoice.
IN WITNESS WHEREOF, the parties, through their duly authorized
representatives, have executed this Agreement as of the date first set forth
above.
LICENSOR:
HEALTHY PLANET PRODUCTS, INC.
By: s/Bruce Wilson
-----------------------------------------------------
Its: President/CEO
LICENSEE:
Twin Oaks Publishing, Ltd.
By: s/Adrian Atkinson
-----------------------------------------------------
Its: President
<PAGE>
APPENDIX A
Licensed Articles:
All existing Products of the Licensor as presented in the Licensor's 1996
catalog attached herein, and all subsequent product releases of a similar nature
during the term of this agreement.
APPENDIX B
Healthy Planet Products is a registered trademark of Healthy Planet Products,
Inc.
