EX-10.3 12 d27710_ex10-3.txt LICENSE AGREEMENT [EXHIBIT 10.3] May 5, 1998 Dawn Van Zant 5134 Cliff Drive Delta, British Columbia, Canada V4M2C6 Re: License for No More Night Mares products and legend Dawn, This letter will serve to confirm the terms and conditions of the Agreement between Wild Heart Ranch. Inc.(hereinafter referred to as "Licensee") and Dawn Van Zant (hereinafter referred to as "Licensor") for the unlimited exclusive rights to the Licensor's original story, "The No More Night Mares - A Dream of Freedom" (hereinafter referred to as "property'). 1. Term of agreement The term of this Agreement shell commence November 20, 1997, and continue through October 31, 2002 (the "term"). Thereafter, this Agreement may be renewed upon such terms and conditions as may be agreed to between the Licensor and Licensee. 2. Transfer of Rights/Licensing (a) The Licensee in granted, by the Licensor, the unlimited exclusive right to distribute, sell, market, and reproduce the property as it deems appropriate on a worldwide basis for the term of this agreement. (b) Notwithstanding the provisions of Paragraph 2(a) above, the Licensor retains com plete creative control of the property and subsequent use, including but not limited to; product design, package design, book publishing, and electronic publishing. Licensee must obtain written approval from Licensor prior to; publishing, printing, airing of the property. Licensor must grant approval within (15) fifteen days and provide the Licensor every opportunity to correct, change or amend said use in order to obtain the Licensor's final approval. (c) In consideration of the payment by Wild Heart Ranch Inc. to Dawn L. Van Zant of the sum of one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties hereto agree as indicated in this agreement. 3. Licensing Sub-Licensing The Licensee is further granted, by the Licensor, the unlimited exclusive right to sublicense the content to outside parties as it deems appropriate on a world wide basis for the term of this agreement. 4. Royalty No royalty payments will be due to the Licensor during the term of this Agreement. 5. Ownership The Licensor retains ownership, interest and copyright to the content. The Licensee acknowledges that the content is the sole property of Dawn Van Zant. 6. Acknowledgements The Licensee acknowledges that the Licensor has direct ownership in the Licensor's company and holds the position of Chief Executive officer. 7. Promotions The Licensee is granted and retains the right to publish and promote Dawn Van Zant as the "No More Night Mares Author" in the company's internet site, promotional material and advertising. 8. Termination This Agreement shall terminate: (a) upon expiration of the term described in Section 1 hereof; (b) upon the mutual written agreement of Licensor and Licensee: (c) Breach of any provision set forth in this agreement by either party; (d) upon the death of Licensor, or bankruptcy of corporation by Licensee. 9. Severability The invalidity or unenforceability of any provision hereof shall in no way effect the validity or enforceability of any other provision. 10. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. 11. Entire Agreement This Agreement contains the entire understanding of the parties and supersedes all prior written and oral understandings. It and its provisions may not be changed, waived or terminated orally, but only by an Agreement in writing signed by the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement of the date written above. /s/ Dawn Van Zant 5/5/98 ------------------------------------------ Dawn Van Zant Date CEO/Director Wild Heart Ranch, Inc /s/ Rod Hoffman 5/5/98 ------------------------------------------ Rod Hoffman COO//President/Director Wild Heart Ranch Inc. /s/ Carol Boudier 5/5/98 ------------------------------------------ Carol Boudier Director Wild Heart Ranch, Inc