LICENSE AND SUPPLY AGREEMENT





This License and Supply Agreement ("Agreement") is entered into this 25th day of

February, 2002 ("Effective Date") by and between Motorola, Inc., a Delaware

corporation having a place of business at 8000 West Sunrise Boulevard,

Plantation, Florida 33322 ("Motorola") and PTN Media Inc., a Michigan

corporation having a principal place of business at 2750 South State, Ann Arbor,

Michigan 48104 ("PTN Media"). Motorola and PTN Media are each sometimes referred

to herein as a "Party" and collectively as the "Parties".



                                    RECITALS



     WHEREAS, Motorola is a manufacturer of wireless phone products that have

removable and replaceable faceplates and battery doors;



     WHEREAS, PTN Media has acquired certain rights to the trademarks and rights

of publicity owned by recording artist Christina Aguilera, including the rights

to sublicense such trademarks and rights of publicity;



     WHEREAS, PTN Media desires to sublicense its rights in the rights of

publicity and trademarks of Christina Aguilera to Motorola to allow Motorola to

manufacture or have manufactured and sell or have sold to PTN Media only an

aftermarket accessory kit ("Kit") for Motorola's phone products that includes at

least a phone faceplate and/or battery door bearing the name, image, likeness

and/or endorsement of Christina Aguilera and packaging materials bearing the

trademarks and/or the image, name, likeness and/or endorsement of Christina

Aguilera;



     WHEREAS, PTN Media desires to buy from Motorola or a mutually agreed upon

third party and Motorola desires to sell or have sold to PTN Media such Kit and

authorize PTN Media as a distributor of such Kit in certain retail channels;



     NOW THEREFORE, in consideration of the foregoing premises, and mutual

covenants, promises and agreements herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, with the intention to be legally bound hereby, the Parties agree

as follows:



                              TERMS AND CONDITIONS



1.   Definitions. The following terms shall be defined as follows for the

     purposes of this Agreement:



     1.1  "Christina Aguilera's Property Rights" shall mean all worldwide rights

          in and to (a) all trademarks owned by Christina Aguilera; and (b)

          Christina Aguilera's name, image, likeness, endorsement and/or other

          rights of publicity.



     1.2  "Daltek" shall mean Daltek Inc. of Dalton, Georgia U.S.A.



     1.3  "F.O.B. Point" shall mean the shipping dock of Daltek



     1.4  "Kit" shall mean the aftermarket accessory kit for Motorola's phone

          products that (a) has been approved for distribution and sale by PTN

          Media and Motorola, (b) bears one or more Motorola trademarks, and (c)

          includes (i) a phone faceplate and/or battery door that includes

          Christina Aguilera's name, image, likeness, and/or endorsement; and

          (ii) packaging materials bearing the trademarks and/or the image,

          name, likeness and/or endorsement of Christina Aguilera, and/or

          Motorola.



2.   License. PTN Media hereby grants to Motorola, during the term of this

     Agreement, a worldwide, royalty-free, non-exclusive license of PTN Media's

     rights in and to Christina Aguilera's Property Rights to (a) manufacture or

     have manufactured the Kit; (b) sell or have sold the Kit to PTN Media; and

     (c) advertise or otherwise promote PTN Media's sales of the Kit.



3.   Products and Prices. This Agreement is for sales of Kits only and does not

     create any obligation on Motorola with respect to any other products or

     services of Motorola. The parties agree that PTN Media will purchase Kits,

     subject to availability, from Daltek. In the event that Motorola decides to

     supply the Kits directly to PTN Media at some time in the future, the

     Parties will amend this Agreement to reflect the volumes, prices, payment

     terms, and approximate delivery times relating to Motorola's direct supply

     of the Kits. Motorola, Daltek or another mutually agreed upon third party

     will package each Kit, at their own expense, in retail packaging that will

     be mutually agreed upon by both Parties.



<PAGE>





4.   Worldwide Sales. PTN Media may resell the Kits worldwide. If PTN Media

     sells Kits through PTN Media's web site or catalog, PTN Media agrees to

     sell the Kits to end-user customers only in mutually agreed upon packaging.



5.   Channels/Accounts. PTN Media may sell the Kits to any retail customers or

     in any retail channels only.



6.   Purchases. All purchase orders by PTN Media will be submitted to Daltek or

     as otherwise agreed upon by the Parties.



7.   Construction. Any change to the terms and conditions of this Agreement must

     be made in the form of an amendment signed by both Parties. Terms and

     conditions specified in purchase orders, invoices or other writings are

     subordinate to and shall not alter the terms and conditions of this

     Agreement in any manner.



8.   Delivery. Except as otherwise agreed in writing by the Parties or by PTN

     Media and Daltek, all deliveries will be made to PTN Media at the F.O.B.

     Point. Title to the Kits sold will pass to PTN Media at the F.O.B. Point.

     PTN Media will be invoiced for freight charges unless otherwise agreed by

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC