TRADEMARK LICENSING AGREEMENT

　　(c) licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of licensor, which approval licensor may grant or withhold in its unfettered discretion.

　　10. distribution

　　(a) licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles.

　　(b) licensee shall not, without prior written consent of licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.

　　(c) licensee agrees to sell to licensor such quantities of the articles at as low a rate and on as good terms as licensee sells similar quantities of the articles to the general trade.

　　11. records

　　licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. upon demand of licensor,licensee shall at its own expense furnish to licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales price and net sale price of the articles covered by this agreement distributed and/or sold by licensee to the date of licensor''s demand. all books of account and records shall be kept available for at least __________ years aftr the termination of this license.

　　12. bankruptcy, violation, etc.

　　(a) if licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the articles listed in paragraph 1 within ________ months after the date of this agreement or if at any time thereafter in any calendar month licensee fails to sell any of the articles (or any class or category of the articles), licensor in addition to all other remedies available to it hereunder may terminate this license with respect to any articles or class or category thereof which have not been manufactured and distributed during such month, by giving written notice of termination to licensee. such notice shall be effective when mailed by licensor.