LICENSE AGREEMENT

LICENSE AGREEMENT June 10, 2005 Draft
Greater Washington National Parks Fund, Parks Council Comments 6-14-05


LICENSE AGREEMENT made this _____ day of _________, 200_, by and between
The Greater Washington National Parks Fund, Parks Council, whose present address is NPS-NCR, 1100 Ohio Drive, SW, Room 350, Washington, DC 20242, c/o Assitant Regional Director, Partnerships Office ("Licensor") and Charles Products Inc., a corporation with principal offices at Address is 12290 Wilkins Ave. Rockville MD 20852 Phone is 1-800-242-7537
ext. 124, c/o Derek Cunningham. (“Licensee").

The specific details of this license to which the language in succeeding
numbered paragraphs hereto refer, and which said language embellishes and
explains, is set forth in the immediately following Schedules A through E
of this Agreement: The headings are defined in the body of the license
form.


Schedule A: COPYRIGHT NOTICE

Copyright 2005 Greater Washington National Parks Fund


Schedule B: LICENSED PRODUCTS AND DESIGNS

The logo of the George Washington Memorial Parkway designed for and ownerd by the Greater Washington National Parks Fund to be applied to the Product described by Licensee as a “24 or 30 ounce biker bottle” in quantity of 1,000 for first production round. Logo is to be used in its entirety in full color, according to the useage standards provided by the Licensor, and shall not be used without the Licensor’s written approval based on review of a pre-production sample and mock-up.


Schedule C: LICENSED TERRITORY

Arlington House, Arlington Cemetery, and sites where a product with the George Washington Memorial Parkway logo is deemed appropriate for sale by the National Park Service site manager or superintendent. Territory includes electronic commerce on the Licensee’s Website.
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Schedule D: LICENSED PERIOD

Eighteen (18) months from the date of Agreement signing or when the first production run of 1,000 bottles is depleted.

OPTION TO RENEW

This Agreement shall be automatically renewed after the initial Licensed
Period for separate twelve (12) month periods, unless either party gives
written notice of its desire to terminate this Agreement at least sixty
(60) days prior to the expiration of the then effective twelve (12) month
period of this Agreement.

This is an interim agreement and does not automatically renew. Licensee must reapply following the intial license period of 18 months or depletion of first production run, if that occurs sooner than 18 months.

Schedule E: COMPENSATION

Percentage
Compensation 10%(ten percent)


LICENSE AGREEMENT GENERAL TERMS

1. GRANT OF LICENSE:

A. Licensor grants to Licensee for the term of this
Agreement, subject to the terms and conditions hereinafter contained, the
non-exclusive license to utilize the Products as described in Schedule B above. The Licensee shall use the license granted hereunder solely in connection with
the manufacture, distribution, marketing and sale of those Products.

B. The Licensee acknowledges that items manufactured, distributed, or sold by the Licensee that are of inferior quality in design, materila, or workmanship adversely affect the Greater Washington National Parks Fund, whose name and good will are associated with the product. The Licensee will provide the Licensor, free of cost, a pre-production sample of the specific item to be licenses and a mock-up proof of the proposed use of the logo, together with associated labeling and/ or packaging. The Licensor shall review and approve or disapprove each sample and associated product materila in writing. If modifications are subsequnetly made to the design, materials, or quality of an item—either by the Licensee’s own initiative or by the Licensor’s request—a further sample of the modified item shall be submitted for review and approval. The Licenssee may not proceed with manufacture, distribution, or sale of the item without the written permission of the Licensor.

The Licensee agrees not to manufacture, distribute, or sell any items that are not of the same quality of design, materials, and workmanship as the sample approved by the Licensor. If at any time during the period of this Agreement the Licensor determines that items are being manufactured, distributed, or sold by the Licensee that do not conform to the sample approved the Licensor, the Licensor may give notice of such non-conformity and require that the manufacture, distribution, or sale of the licensed item cease until the Licensee has satisfied the Licensor that subsequent items will conform to the approved sample.

C. This Agreement applies to the right to se the specific logo on the defined Product(s) if such Product(s) are manufactured and sold by the Licensee. It is the responsibility of the Licensee to obtain any other clearances/ approvals required for sale of the Product(s), such as from applicable National Park Service officials and concessioners.

2. TERRITORY: The Licensee shall be entitled to use the license granted
hereunder only in the Licensed Territory described in Schedule C above.
Licensee will not make, distribute, sell or authorize any use of the
license of Licensed Products outside the Licensed Territory.

3. LICENSE PERIOD: The license granted hereunder shall be effective and
terminate as of the dates specified in Schedule D, above, unless
terminated or renewed in accordance with the terms and conditions hereof.unless either party desires to terminate this Agreement sooner and provides written notice of the intent to terminate at least sixty (60) days prior to the expiration of the then effective term of the Agreement.

4. PAYMENT: Percentage Compensation: Licensee determines the selling price(s) and agrees to pay Licensor a sum equal to the percentage specified in Schedule E of all net sales by Licensee or any of its affiliated, associated or subsidiary companies of the Licensed Products covered by this Agreement (such as percentage of net sales is herein called "Percentage Compensation"). All payments to the Licensor shall be made out to NPS/NPF Greater Washington National Parks Fund.
Said payments shall be remitted by Licensee concurrently with each of the quarterly periodic statements (see 5. below). The term "net sales" shall mean the gross invoice amount billed customers, less returns and discounts and allowances actually allowed customers as reflected on the invoice itself, including cash discounts which shall be deductible in concluding a discount price.

No costs incurred in the manufacture, sale, distribution or exploitation
of the Licensed Products shall be deducted from any percentage
compensation payable by Licensee, nor shall any deduction be made for any
allowances or uncollectible accounts. For the purpose of this Agreement,
all Licensed Products shall be considered as sold when billed by
Licensee. Said Percentage Compensation shall not be paid by Licensee to
Licensor on all Licensed Products distributed by Licensee or any of its
affiliated, associated or subsidiary companies if not billed, such as free
introductory offers, reasonable samples, etc.

5. PERIODIC STATEMENTS: Promptly by the thirtieth (30th) day of the
month following the end of each calendar quarter during the License
Period, Licensee shall furnish to Licensor complete and accurate
statements certified to be accurate by Licensee, showing the number,
description and gross sales price and deductions from gross sales price
and the net sales price of each of the Licensed Products sold by Licensee
during the preceding calendar quarter; along with a report as to any
returns during that calendar quarter. Such statements shall be furnished
to Licensor whether or not any of the Licensed Products have been sold
during the calendar quarter for which the particular report is being
made.

6. BOOKS AND RECORDS: Licensee agrees to keep full and accurate books
with regards to the sales of the Licensed Products. Licensor shall have
full access to said books during normal business hours, including the
right to make copies and to take extracts thereof, upon ten days prior
written notice to Licensee. Examination by Licensor of Licensee books
shall occur no more frequently than once in any calendar year and shall be
made at Licensor's sole expense. Licensee shall maintain the books
pertaining to Licensed Products sales for a period of three (3) years
after the termination or expiration of the Agreement. Should any such
examination by Licensor reveal an underpayment by Licensee to Licensor,
then Licensee shall make-up any such payment immediately. Further, should
any such underpayment equal (5%) percent or more of the amounts due from
Licensee to Licensor then Licensee shall be responsible for payment of the
reasonable out of pocket costs of Licensor's audit. The Licensor shall
maintain in confidence the information disclosed in Licensee's books.

7. INDEMNIFICATIONS:

A. Licensor represents that the Products and Designs which
are to be included in Schedule B hereof, are the original works of
Licensor and that Licensee's use of the rights and licenses granted in
this Agreement shall not infringe or violate the rights of any third
person. Licensor hereby indemnifies Licensee and agrees to hold Licensee
harmless against any claim or suit for patent, trademark, or copyright
infringement arising out of a breach of Licensor's representation(s)
and/or solely out of the use by Licensee of the Designs in the United
States of America and Canada as authorized in this Agreement provided that
Licensee shall give prompt written notice to Licensor of any such claims
or suit, and provided further that Licensor shall have the option to
undertake and conduct the defense of any suit so brought. Licensor makes
no indemnification with respect to the use of the Products and Designs
outside of the United States of America and Canada whether such use is
authorized in this Agreement or otherwise.

B. Licensee shall assist Licensor, to the extent necessary,
in the procurement of any protection or to protect any of Licensor's
rights to the Products and Designs, and Licensor, if it so desires, may
commence or prosecute any claims or suits in its own name or in the name
of Licensee or join Licensee as a party thereto. Licensee shall notify
Licensor in writing of any infringement of imitations by others of the
Designs on articles similar to the Licensed Products.

C. Licensor shall have the sole right to determine whether or
not any action shall be taken on account of such infringements or
imitations. Licensee shall not institute any suit or take any action on
account of any such infringements or imitations without first obtaining
the written consent of Licensor to do so.

D. Licensee hereby indemnifies and agrees to hold Licensor
harmless from any claim or suits arising out of the unauthorized use of
any patents, process, method or device by Licensee in connection with
Licensed Products covered by this Agreement and from any claim or suits
arising out of Licensee's manufacture and sale of said Licensed Products.

E. Licensee agrees to obtain at its own cost and expense,
product liability or insurance providing adequate protection for Licensor
against any such claims or suits arising from any alleged defects on said
Licensed Products, and within thirty (30) days from the date hereof,
Licensee will submit to Licensor proof of a fully paid policy naming
Licensor as additional insured party.


8. COPYRIGHTS NOTICE: The Licensee shall cause to be affixed to each and
every Licensed Product, legibly and visibly, the copyright notice as set
forth in Schedule A of this Agreement. In addition, any advertising,
packaging, marketing or sales promotion material which includes a design
must have the copyright notice. Licensee will provide Licensor with two
(2) samples of each Licensed Article at no expense to the Licensor.


9. OWNERSHIP OF COPYRIGHTED DESIGNS: Licensee acknowledges that the
designs and all rights registrations and entitlement thereto together with
all applications registrations and filings with respect to them are and
shall always remain the exclusive property of Licensor. Licensee
acknowledges that it is only acquiring the right to use the designs from
Licensor and Licensee's rights are limited to the manufacture,
distribution, marketing and sale of the Licensed Products in Licensed
Territory. In no case shall such designs be retained by Licensee for a
longer period than ninety (90) days without the Licensor's permission
which shall not be unreasonably withheld.

10. DEFAULT, BANKRUPTCY, VIOLATION, ETC.:

A. In the event the Licensee files a petition in bankruptcy
or if a petition in bankruptcy is filed against the Licensee or if the
Licensee becomes insolvent or makes an assignment for the benefit of its
creditors or an arrangement pursuant to any bankruptcy law or if Licensee
discontinues its business, the license granted hereunder, without notice,
shall terminate automatically upon occurrence of any such event. In the
event the license granted hereunder is so terminated, neither the Licensee
nor its receivers, representatives, trustees, agents, administrators,
successors and/or assigns shall have any right to sell, exploit or in any
way deal with or in any Licensed Product or any carton, packing or
wrapping material, advertising, promotional or display material pertaining
to any Licensed Product.

B. If Licensee shall violate any of its other obligations
under the terms of this Agreement, Licensor shall have the right to
terminate the license hereby granted upon thirty (30) days notice in
writing and such notice of termination shall become effective unless
Licensee shall take steps to remedy the violation within the thirty-day
period and satisfy Licensor that such violation will be remedied. As
respect to goods produced in the Orient, but not yet in transit, such
notice of termination shall become effective unless Licensee shall
completely remedy the violation within ninety (90) days that such
violation has been remedied.

C. In the event the License granted hereunder is terminated
in accordance with the provisions of Article 12, subdivision C hereof,(Note: Reference to this subdivision is unclear—there doesn’t appear to be such a subdivision in this document) all compensation theretofore accrued, plus any additional Advance Compensation
not yet paid and Guaranteed Compensation not yet paid, shall become due
and payable immediately to Licensor who shall not be obligated to
reimburse the Licensee for any Advance Compensation.

11. FINAL STATEMENT UPON TERMINATION OR EXPIRATION: If this Agreement is
terminated at the expiration of the License Period and other than as a
result of default by Licensee, Licensee shall have a period of one hundred
eighty (180) days from termination thereof to sell its existing supply of
Licensed Products and/or packaging theretofore manufactured and sold by it
under this Agreement. Thereafter, Licensee shall have no further right to
market or sell Licensed Products. Royalty payments to Licensor apply
during this 180 day period.

12. CONDITIONS TEMPORARILY EXCUSING PERFORMANCE: In the event of
government action, war conditions, fire, flood, other acts of God or labor
disputes which prevent Licensee from performing in accordance of the
provisions of this Agreement, Licensee shall promptly notify Licensor and
any non-performance as a result of such condition shall be excused by
Licensor and shall not be considered a breach or default for so long as
any said conditions may prevail.

13. RESERVATION OF RIGHTS: Notwithstanding any provision contained herein
to the contrary, Licensor may license firms, individuals, co-partnerships
or corporations to use Designs in connection with products (other than
Licensed Products) that are not competitive with the Licensed Products and
Licensor reserves all rights pertaining to the Designs, except as
specifically granted herein to the Licensee.

14. NOTICES: All notices and statements provided for herein shall be in
writing and together with all payments provided for herein shall be sent
by certified mail or by commercial courier services (e.g. Fed Ex) to the
addresses set forth above or such address as may be designated in writing
by Licensor or Licensee from time to time and when so sent shall be deemed
given on the date so sent.

15. NO PARTNERSHIPS, ETC.: This Agreement does not constitute and shall
not be construed as constituting a partnership or joint venture between
Licensor and Licensee. The Licensee shall have no right to obligate or
bind Licensor in any manner whatsoever, and nothing herein contained shall
give or is intended to give any rights of any kind to any third party.

16. NON-ASSIGNABILITY: This Agreement shall bind and inure to the
benefit of Licensor, its successors and assigns, shall bind the Licensee,
its successors and assigns, but shall not be assignable by the Licensee
without Licensor's prior written consent (which consent shall not be
unreasonably and untimely withheld) and shall inure only to the benefit of
the Licensee but not to its successors or assigns.

17. ENTIRE AGREEMENT: This Agreement sets forth the entire Agreement and
understanding between Licensor and Licensee, and may not be orally
changed, modified, or amended in any respect except in the form of a
writing signed by Licensor, Licensee and Licensing Agent.

18. CONSTRUCTION: This Agreement shall be construed in accordance with
the laws of Washington, D.C.

19. CONTROLLING FORUM: Suit for any breach of this Agreement shall be
brought in the appropriate court in District of Columbia.the state of Virginia. Objection to venue are hereby expressly waived by the parties including those of
inconvenient forum and the parties stipulate and agree that the suit may
be filed in Washington, DC.

20. AUTHORITY TO ENTER AGREEMENT: The persons executing this Agreement
on behalf of Licensor and Licensee hereby stipulate and agree that they
have the authority to bind Licensor and Licensee to the terms of this
Agreement.

21. UNENFORCEABILITY: To the extent that any of the Agreements within
this Agreement or any word, phrase, clause or sentence of this Agreement
shall be found to be illegal or unenforceable for any reason, then any
such Agreement, work, clause, phrase, or sentence shall be deleted or
modified in such a manner to make the Agreement as modified legal and
enforceable under applicable laws, and the balance of the Agreement or any
sub-part of it shall not be affected thereby, the balance of the sup-part
being construed and severable and independent.






IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year above written.


LICENSEE:

_______________________________


By:_____________________________


Dated:__________________________



LICENSOR:

________________________________



By:______________________________


Dated:__________________________