e)	The “Licenser” aims at putting the product “Pizza Hands” on the market and at realizing fast food places according to the “Concetti or Format” formula, both at home and abroad, with different methods, considering the licensing system one of the possible sales channel and affiliation.

f)

The “Licenser” is interested in granting the Licensee with an exclusive license for exploiting the Know How in the territories of USA, CANADA and MEXICO (hereinafter referred to as the “Territory”) as well as with an exclusive license of the P trademark and Hands Pizza Italian Trademark for the Territory, under the terms and conditions of this Agreement;

g)	The “Licenser” is the patentee of the registered trade marks concerning the machinery and fixtures necessary to the production and sale of “Pizza Hands”.

h)	The “Licensee”, at his own expenses, agrees and covenants to start the production and sale networks of the products and restaurants as requested by the Licenser, employing his management and professional abilities in the task of carrying on the business himself.

i)	The “Licensee” acknowledges the commercial effectiveness of the products and the of the formula “Concetti or Format” proposed by the Licenser.

j)	The “Licensee” acknowledges that trade marks, brands, logos (logotypes), fixtures, are typical and peculiar.

k)	The Licenser and the Licensee have commonly agreed and identified in the national territory the areas to be developed and carried out the plans concerning the realization and the sale of the products.

1.	Introductory Statements and Enclosures.

2.	Object of the Licensee – Declarations and warranties of the Licenser and Licensee – Other obligations of the Licensee

2.1.	The Licenser grants to the Licensee, who accepts, pursuant to the terms and conditions hereof, the exclusive right to:

i.

exploit the Know-How in the Territory (hereinafter referred to as the “Know How Licence”).

ii.

use the Trademarks in the Territory (hereinafter referred to as the “Trademarks Licence”);

2.2.	Except as previously authorised in writing by the Licensor, the Licensee shall not grant any sub-licence or assign the Licence to any third party.

2.3.	With regards to the Know-How Licence, the Licensor represents and warrants that:

2.3.1.

the Know-How is correct and reliable and is duly recorded and described in the Technical Documentation;

 

2.3.2.

the Licensor has no knowledge of any pending dispute or any action presented by third parties with regard to the Know-How.

2.4.	Licensor shall retain all of its respective rights, title and interest in the Know how and Licensee shall not take any action inconsistent with such title and ownership.

This Agreement does not convey to Licensee any ownership rights in any portion of the Know How or any right of sublicense (other than as expressly provided herein), but constitutes only a license to use the Know How and the Technical Documentation in accordance with the terms of this Agreement.

2.5.	The Trademarks Licence is a transferable personal right of the Licensor, so that the ownership, as well as any right in connection with the Trademark, remain and shall remain of the Licensor.

2.6.	The Trademarks Licence is intended only for using the Trademarks solely in connection to the production and sale of the Products under the terms and conditions of this Agreement (hereinafter referred to as the “Licensed use”).

2.7.	With regards to the Trademarks Licence the Licensor declares and warrants that:

i.

the P Trademark exist and is duly enrolled as set forth in ATTACHMENT C;

ii.

the Hands Pizza Trademark is an Italian Trademark subject to Italian patent pending application No. VARESE/2006/C/000037and ATTACHMENT D;

iii

the Licensor has no knowledge of any dispute hanging over or any action presented by third parties with regard to the Trademarks;

2.8.

The Licensor shall not grant any further warranty and/or representation (implicit, legal, customary or of whatsoever nature) relevant to the Trademarks, besides those hereinabove and the Licensee acknowledges that it has never relied, nor relies now, on any other supposed representation and/or warranty made by the Licensor different from those set forth herein.

2.9.	Licensee hereby, for the benefit of the Licensor, represents and acknowledges that:

2.9.1.

the Know How Licence shall be performed in compliance with all applicable laws and regulations in the Territory;

2.9.2.

the Know-How includes all necessary information for producing the products and that it would not be able to produce the Products without the Know-How;

2.9.3.

the Know-How is an exclusive property of the Licensor, which has created and improved it during its business activity, thanks to the investment of great human and economic resources.

2.10.

During the term of this Agreement, the Licensee shall:

2.10.1.

refrain from any exploitation of the Know-How outside the Territory and shall not export or re-export, directly or indirectly, Technical Documentation or other information or materials provided by Licensor hereunder, to any country other than the Territory. It shall be Licensee’s responsibility to comply with the latest import-export regulations of the Territory, and Licensee shall defend and indemnify Licensor from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of any claim that the Know How, Technical Documentation, or other information or materials provided by the Licensor hereunder were exported or otherwise accessed, shipped or transported in violation of applicable laws and regulations. Licensee shall comply with all laws, legislation, rules, regulations, and governmental requirements with respect to the Know How and the performance by Licensee of its obligations hereunder, of any jurisdiction in or from which Licensee directly or indirectly causes the Know How to be used or accessed. In the event that this Agreement is required to be registered with any governmental authority, Licensee shall cause such registration to be made and shall bear any expense or tax payable in respect thereof;

2.10.2.

promptly inform the Licensor about any action or threatened action that any third party should lay, which causes or might cause any prejudice to Licensor’s rights on the Know-How and shall assist and co-operate with Licensor in order to defend or oppose, as the case may be, against any of such actions or threatened actions; provided that the responsibility as well as any decision concerning such defence and opposition shall be at Licensor’s exclusive discretion.

2.11.

Licensee shall be responsible for and bear any and all costs relevant to the exploitation of the Know-How.

2.12.

the Licensee undertakes:

(a)

to not present itself whatsoever as the owner of the Trademarks, or as the holder of any real rights on it;

(b)

to communicate promptly to the Licensor any action or threatened action that any third party should engage in, which causes or might cause prejudice against Licensor’s rights on the Trademarks or is harmful to its reputation and goodwill and to assist and fully co-operate with Licensor (with no charge for Licensor) with the purpose of protecting or opposing itself against any of such actions or such threatened actions, as the case may be. It being understood that the liability and all decisions concerning such defence or actions shall be solely at Licensor’s discretion;

(c)

to not alter, modify or change the Trademarks in any way and to timely and duly comply with the instructions on the shape (form, colour and size), the wording of the Trademark and the context in which it shall be as they will be given from time to time by the Licensor at its discretion;

(d)

to use the Trademarks solely in connection with the Licensed Use;

(e)

to cease with the use of the Licensed Use of Trademarks in any case of termination of this Agreement, and in this event to return to the Licensor, on its request, any promotional/advertising material relevant to the Licensed Use of Trademark, if any, as well as the documentation hereof previously delivered, if any;

(f)

to provide, in any case, within 30 (thirty) days from the termination of this Agreement, for the cancellation of the Trademark from its headed papers, as well as from any other document and/or material including any reference to the Trademarks;

(g)

to not use after the termination of this Agreement, any firm, corporate or business name, sign or mark equal or that may be confused with the Trademarks or, in any case, susceptible to deceive or cause confusion among the public.

2.13

Licensee recognizes the validity of and Licensor’s ownership of the Trademarks or rights therein and agrees that it has not and will not during the term of this Agreement or thereafter, anywhere in the world, (i) attack the title or any rights of the Licensor in and to the Trademarks or attack the validity of this Agreement, or do anything, either by an act of omission or commission which might impair, jeopardize, violate or infringe the Trademarks; (ii) claim adversely to the Licensor or anyone claiming through the Licensor any right, title or interest in or to said Trademarks; (iii) misuse or harm or bring into disrepute the Trademarks; or (iv) save as differently provided herein, register or apply for registration of the Trademarks or any mark or copyright which is, in Licensor’s opinion, the same as or confusingly similar to the Trademark. Licensee shall promptly withdraw any and all objections to and applications for any such mark or copyright

2.14.

Licensee acknowledges that all rights included in the Trademarks, based on or derived from the use of the Trademarks, including goodwill therein, are reserved to the Licensor. Licensee shall not acquire any further rights of any nature in the Trademarks or goodwill therein as a result of Licensee’s use thereof and all use of the Trademarks by Licensee shall inure to the benefit of the Licensor.

2.15.

In the event this Agreement terminates, for any reason whatsoever, no balance or indemnity whatsoever shall be owed to the Licensee for the difference between the value of the Trademarks at the date in which the Trademarks Licence becomes effective and its value at the date when this Agreement terminates; provided that the Licensee waives since here and now to said difference, if any.

2.16.

Without prejudice of the other remedies provided by the law, the Licensee shall indemnify and shall keep Licensor harmless by any liability and/or claim asserted or made by any person as a consequence of or in connection with (i) this Trademarks Licence or (ii) any breach by the Licensee of any provision and/or duty of this Agreement.

2.17.

It shall be Licensee obligation to: :

-

create and planning the sale networks in the sales Territory assigned to him;

-

sell or provide to customers in the Territory Products, fixtures, tools or anything required to market the Product; provided however that the Licensee (i) shall purchase the Machines and/or the Ovens solely from the authorized sellers timely indicated, form time to time, by the Licensor (hereinafter referred to as the “Authorized Sellers”) and (ii) shall acquire Licensor’s written consent prior to place any purchase order to such Authorized Sellers (iii) shall provide customers in the Territory solely with the Ovens manufactured by said Authorized Sellers;

-

timely provide his customers all the information and services necessary to produce the Product, including the use of the equipment to produce and preserve the Products;

-

not engage, both directly or indirectly, in any manner whatsoever, in any activity relevant to the designing, manufacturing, marketing, distributing or selling of products that may be in competition with the Products (provided that for the scope of this clause products in competition with the Products shall be any product similar to a cone-shaped pizza;

-

obtain at its own costs and under its exclusive liability all permissions and licences for producing, storing and selling the Products in the Territory; ensuring under its exclusive liability that Products are suitable for sale in the Territory and particularly that they comply with all provisions, regulations, specifications and recommendations, legal or otherwise, in force or as it is customary in the Territory;

-

comply at its own costs and under its exclusive liability, with the latest import-export regulations of the Territory, as well as with all laws, legislation, rules, regulations, and governmental requirements with respect to the Machines and/or the Ovens and the performance by Licensee of its obligations hereunder, of any jurisdiction in or from which Licensee directly or indirectly causes the Machines and/or the Ovens to be used or accessed;

-

underwrite and maintain, at its own costs and under its exclusive liability, a suitable insurance policy that will cover all its responsibilities as producer of the Products in the Territory.

-

provide at its own costs and under its exclusive liability for the translation from Italian or English to Japanese of all documents needed for the purposes hereof.

Licensee shall defend and indemnify Licensor from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of any breach of the above Licensee’s obligations.

3.	Object of the Licensee

-

creating or planning the sale networks in the sales area assigned to him;

 

 

-

selling his customers products, fixtures, tools or anything required to the development of “Concetti or Format” formula;

-

giving his customers all the information and services necessary to the use of the product and of the equipment;

-

qualifying as “Lincensee”, as far as his sales area is concerned;

4.	Licensee’s Direct Sales area

5.	Sole right

6.	Independence of the Licensee

7.	Terms of payment and bank warranties

8.

Charges

9.	Prices of Machines, Ovens and other Equipments

10.	Delivery terms equipment and fixtures

11.	Licensee’s Liabilities

-

apply, at its own costs, for registration in the Territory and in name and on behalf of the Licensor and for the exclusive benefit of Licensor:

i.

the Hands Pizza Trademark in the Territory; provided however the provision under above Article 2.8 of this Agreement;

ii.

the Machine Patent;

iii.

the Oven Patent;

-

promote the sale of the Products, Ovens and equipments in the sales area of his competence in accordance with a commercial development plan;

-

guarantee the Products, Ovens and equipments to his customers;

-

avoid bringing changes to the goods, equipments, trademarks, furniture and fixtures without the consent of the Authorized Sellers, except for the alterations that may imposed by the applicable laws and regulations;

-

deliver Products, Ovens and further equipments in good state of use and preservation in compliance with the instructions given by the Authorized Sellers or the Licenser, as the case may be, before delivery;

-

keep in stock ready for sale Products and equipments the minimum amounts of which shall be agreed year by year by the parties to ensure a good quality service;

-

buy one Machine to produce locally the Products (in the main centre), in order to make the distribution to the countries (stated in art. 3) earlier: to this purpose the Licensee hereby grants the Licensor an irrevocable power of attorney to negotiate and purchase on behalf of the Licensee certain products described and listed under the “pro forma Invoice” attached hereto under ATTACHMENT L on the terms and conditions described therein.;

-

give quarterly to the Licenser exact and detailed statements concerning the number of the Products made and sold;

-

show to the Licenser all the plans of the projects and of the shops that the Licensee wants to make locally in the Territory;

-

create a new pizza cono menu for the market

-

open 3 sell points (carretta, corner ect.) every year in the most important cities; for every kind of shop that you will open, you will have to give us the amount corresponding at 50% of the open fee.

-

If you don’t reach 3 shop per year, in any case you have to give us 1000 euros per shop that will be missing.

12.	Technical Support

-

the test and start up of the equipments delivered to his customers;

-

the training and up-dating if his customers personnel;

-

a periodical quality control of his customers;

-

the usual and extra maintenance of the equipment delivered;

-

to this purpose the Licensee shall keep in stock spare parts of the machinery and equipment in use.

13.	Advertising expenses

14.	Access and inspection’s checks

15.	Period of validity

16.	Basic agreements: termination clause

a)

failure to start actions, within 30 days from the Licenser’s notice remedy, to one of the following violations or bans (for examples payments delayed...);

b)

to sell directly or indirectly competition products or buy or sell Licenser’s products from people other than the Licenser;

c)

To make machinery, equipment, furniture and fixtures, products without Licenser’s written authorization;

d)

to disregard liabilities as in art. 7 (Terms of payment and bank warranties) of the present agreement;

e)

suspension of activity as a matter of fact over 10 days;

f)

disclosure of trade secrets concerning the Licenser;

g)

protest of bills, cheques or activities in competition with the Licenser.

17.	Effects of the cancellation or termination of the contract

18.	Sales training

19.	General clauses

a)

constitutes the entire agreement between the parties with respect to the subject matter here of and supersedes all prior agreements re-hearing to the same matters either verbal or written.

b)

May not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the parties.

c)

If one or more clauses expressively provided in this agreement should prove to be invalid, the validity of the other clauses will be made safe except for expressed requests of the parties in this agreement and the validity of the agreement as a whole will not be prejudiced. In the case of invalidity of one clause the parties covenant to replace the clause with another valid clause similar to the replaced one both in subject matter and effects, specifically from the economic point of view, reconsidering their previous relation at the light of the new clause.

d)

The Licensee has free range in building an infrastructure within his own company as he see fit, as long as it is in accordance with the country’s licensees laws. No holds bar on any directions the company’s licensee needs to go in order to make the product a success, in the countries he holds under his license.

20.

Mailing

21.	Expenses and charges

22.	Governing Law

	/s/ Judith Zahra
	Judith Zahra
	Deputy Director and Head
	Examination and Registration Section
	International Registrations
Geneva, March 30, 2006	Administration Department

 

Licensee	Licenser
JOSUÉ ALTOMONTE   /s/ Josué Altomonte   Cono Italiano LLC

 

v

Best recipes with the typical “Italian taste” and recipe with “home made” ingredients.

v

It has also equipped with expressively realized machinery for the production and selling of the fast food products.

v

Check of the potential success, study on the territory and on the target market

v

Choice of the machinery

v

Furniture of the locations

v

Ingredients and recipes supply

v

Inlet and outlet communication

v

easy to realize

v

require a low investment

v

personalised in its style

v

easy to manage

v

proper in addition to any kind of restaurant or as a single corner.

1.

serve the fresh products

2.

serve the frozen products

v

OVEN

v

WARMING CABINET

a)	To make easier and faster the customers service.

b)	Thanks to transparent plastic/glasses window the customers can have a look of the ready cones.

v

CONVENTIONAL OVEN

v

The Punto Bar shall needs just a conventional oven where the frozen cones will be cook by vertical positions.

·

Full up the cones through the recipe

·

Put the cones inside microwave for 30 seconds

·

Cook the cones on the appropriate oven who the Licensor will give to Licensee

·

Selling cones

·

Keeping hot cones

 

Licensee	Licenser
JOSUÉ ALTOMONTE   /s/ Josué Altomonte   Cono Italiano LLC

 

 

-

carretta

-

Pizza oven

-

small ware and menu board

-

generator

-

corner

-

Pizza oven

-

warming cabinet

-

Cold stores, refrigerators

-

Small ware & Menu board

-

Microwave

-

Soft drink machine

-

French fries machine, which includes warming cabinet

-

Coffee machine

 

-

Food-court

-

Pizza oven

-

warming cabinet

-

Cold stores, refrigerators

-

Small ware & Menu board

-

Microwave

-

Soft drink machine

-

French fries machine, which includes warming cabinet

-

Coffee machine

-

Soft ice cream machine

-

Kiosk

-

Pizza oven

-

warming cabinet

-

Cold stores, refrigerators

-

Small ware & Menu board

-

Microwave

-

Soft drink machine

-

Coffee machine

-

Soft ice cream machine

-

French fries machine including warming cabinet

 

-

Full concept

-

Pizza oven

-

warming cabinet

-

Cold stores, refrigerators

-

Small ware & Menu board

-

Microwave

-

Soft drink machine

-

Coffee machine

-

Soft ice cream machine

-

French fries machine including warming cabinet

 

 

Licensee	Licenser
JOSUÉ ALTOMONTE   /s/ Josué Altomonte   Cono Italiano LLC