TRADEMARK LICENSE AGREEMENT

 

                          TRADEMARK LICENSE AGREEMENT

                THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made
       and entered into as of this 20th day of August, 1996, by and between
       Broadway Video, Inc., a New York corporation ("BVI"), and Broadway
       Video Entertainment, L.P., a New York limited partnership ("BVEL," and
       together with BVI, "Licensors"), on the one hand, and Golden Books
       Publishing Company, Inc., a Delaware corporation ("GBPCI"), and LRM
       Acquisition Corp., a Delaware corporation ("LRM Acquisition," and
       together with GBPCI, "Licensees," and each of them a "Licensee"), on
       the other hand, in accordance with the terms and conditions of that
       certain Asset Purchase Agreement dated as of July 30, 1996, as amended
       (the "Asset Purchase Agreement"), by and among BVEL, Broadway Video
       Enterprises, Inc., a New York corporation ("BVE"), Lone Ranger Music,
       Inc., a New York corporation ("LRM") and Palladium Limited Partnership,
       a New York limited partnership ("Palladium," and together with BVEL,
       BVE and LRM, the "Sellers," and each of them a "Seller") on the one
       hand, and Golden Books Family Entertainment, Inc., a Delaware
       corporation ("Parent"), GBPCI as assignee of Golden Books Productions,
       Inc., and LRM Acquisition, on the other hand, with reference to the
       following facts and circumstances (capitalized terms not otherwise
       defined herein shall have the meaning ascribed to them in the Asset
       Purchase Agreement):

                A. The Sellers are selling the Assets to Licensees, and
       Licensees are assuming the Obligations, pursuant to the Asset Purchase
       Agreement. The Asset Purchase Agreement provides that Licensors and
       Licensees shall enter into this Agreement.

                B. BVEL owns the trade name BROADWAY VIDEO ENTERTAINMENT, L.P.
       (the "Trade Name") and BVI owns the trademarks BROADWAY COMICS and
       BROADWAY COMICS & design (collectively, the "Comics Trademarks") and
       the trademarks BROADWAY VIDEO and BROADWAY VIDEO & design
       (collectively, the "Video Trademarks"), and the associated applications
       and registrations for such trademarks in the United States and Canada
       as set forth on Exhibit A hereto, for use in connection with a variety
       of media goods and services, including, without limitation, comic books
       and videotapes.

                C. Licensees desire to acquire a license to the Comics
       Trademarks, the Video Trademarks and the Trade Name (collectively, the
       "Marks") for the specific purposes set forth herein, and Licensors are
       willing to grant Licensees a license for such specific purposes.

                NOW THEREFORE, for good and valuable consideration, the
       receipt and sufficiency of which are hereby acknowledged, the parties
       hereto hereby agree as follows:

                1. Grant of License. Licensors hereby grant to Licensees for
       the "Term" (as defined below) of this Agreement a, nontransferable,
       royalty-free license (i) to use the Comics Trademarks solely and only
       upon and in connection with the sale or other disposition of new 
       editions of the comic book titles of Sellers existing on the date hereof
       that

       are produced by Licensees within one year of the date hereof (the "New
       Comic Books") and comic book inventory of Sellers' existing on the date
       hereof ("Existing Comic Books," and together with the New Comic Books,
       the "Comic Books"), and (ii) to use the Trade Name and the Video
       Trademarks solely and only upon and in connection with the sale or
       other disposition of the Physical Materials of BVEL existing on the
       date hereof (the "Existing Physical Materials"). The license granted
       hereby shall be exclusive for the purposes set forth in clauses (i) and
       (ii) in the preceding sentence.

                2. Acknowledgment of Ownership. Each Licensee acknowledges the
       sole and exclusive ownership of the Marks in Licensors, and agrees that
       it will do nothing inconsistent with such ownership. Each Licensee
       agrees that nothing in the Asset Purchase Agreement shall give such
       Licensee any right, title, or interest in the Marks other than the
       right to use the Marks in accordance with this Agreement. Each Licensee
       agrees that it shall not attack the title of Licensors to the Marks,
       the validity of the Marks, or the validity of this Agreement. Neither
       Licensee shall attempt to register the Marks alone or as part of its
       own trademark nor shall either Licensee use or attempt to register any
       marks or names confusingly similar to the Marks.

                3. Quality Control.

                           3.1 Licensees shall use the Marks only in
       connection with the Comic Books and Existing Physical Materials (the
       "Licensed Products"), shall not alter, change, or otherwise modify the
       Existing Comic Books or the Existing Physical Materials, and shall
       under no circumstances use the Marks on any other goods or in
       connection with any services. Each Licensee agrees that the New Comic
       Books on which it may use the Comics Trademarks shall be of a standard
       of quality at least as high as that of the Existing Comic Books upon
       the date of this Agreement. Each Licensee shall offer for sale or sell
       any damaged or "second quality" Licensed Products that bear a Mark only
       in a manner consistent with Licensors' practices as of the date hereof.
       In advertising the sale or other disposition of the Licensed Products,
       neither Licensee shall in any manner use the Marks; provided that
       Licensees may use photographs of the Licensed Products in such
       advertising. Furthermore, in advertising the sale or other disposition
       of the Licensed Products, Licensees shall meet all reasonable standards
       of quality established by Licensors, which standards shall be
       consistent with industry custom for similar products targeted at
       similar customers. Licensors alone shall judge, in its reasonable
       discretion, whether or not Licensees have met or are meeting the
       standards of quality so established.

                           3.2 Each Licensee shall, upon Licensors' reasonable
       request, (i) make available samples of the New Comic Books and the
       advertisements for the Licensed Products and (ii) permit inspection of
       such Licensee's operation.

                           3.3 If at any time either Licensee fails to meet
       the quality standards set forth in Subsections 3.1 hereof as reasonably
       determined by Licensors, Licensors shall have the right to require
       Licensees to discontinue the use of the Marks unless modifications
       reasonably satisfactory to Licensors are made within thirty (30) days
       from notice of disapproval.

                                     -2-

                           3.4 Each Licensee shall comply in all material
       respects with all applicable laws and regulations and obtain all
       appropriate governmental approvals pertaining to the sale, distribution
       and advertising of the Licensed Products.

              4. Infringement Proceedings. Each Licensee agrees to promptly
       notify Licensors of any unauthorized use of the Marks by third parties
       of which such Licensee becomes aware. Licensors shall have the sole
       right and discretion to bring infringement or unfair competition
       proceedings involving the Marks.

              5. Term. This Agreement shall continue in force and effect for a
       period of one year from the date hereof; provided, however, that such
       period shall be automatically extended for so long as is necessary to
       permit Licensees to use their reasonable best efforts to sell or
       otherwise dispose of the Licensed Products (such period, including the
       extensions thereof provided for in this Section 5, shall be referred to
       as the "Term").

              6. Termination; Remedies.

                           6.1 If either Licensee breaches any of the
       provisions herein in any material respect, Licensors shall have the
       right to terminate this Agreement upon thirty (30) days written notice,
       unless the applicable Licensee cures such breaches within such thirty
       (30) day period.

                           6.2 If either Licensee files a petition in
       bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy
       is filed against either Licensee or if it becomes insolvent, or makes
       an assignment for the benefit of its creditors or an arrangement
       pursuant to any bankruptcy law, or if either Licensee discontinues all
       or a significant portion of its business to which this Agreement
       relates, or if a receiver is appointed for it or its business, this
       Agreement shall automatically terminate without notice of any type. In
       the event this Agreement is so terminated, neither of the Licensees nor
       any of their respective receivers, representatives, trustees, agents,
       administrators, successors, and assigns shall have any right to exploit
       or in any way deal with or in any of the Marks.

                           6.3 Termination of this Agreement under the
       provisions of this Section 6 shall be without prejudice to any rights
       that Licensors may otherwise have against Licensees.

                           6.4 Upon termination of this Agreement for whatever
       reason, each Licensee agrees (i) to immediately discontinue all use of
       the Marks and any mark confusingly similar thereto, (ii) to immediately
       place on all goods bearing Marks stickers that completely cover the
       Marks and to destroy all such goods that are not amenable to such
       restickering, and (iii) to cooperate generally with Licensors to ensure
       that all rights in the Marks and the goodwill connected therewith shall
       remain the property of Licensors.

                           6.5 Each Licensee acknowledges that the remedy at
       law for any breach, or threatened breach, of any of the provisions of
       Sections 1, 2 or 3 hereof will be inadequate and, accordingly,
       covenants and agrees that Licensors will, in addition to any other
       rights or remedies that they may have and regardless of whether such
       other rights or remedies have

                                     -3-

       been previously exercised, be entitled to such equitable and injunctive
       relief as may be available under applicable law.

              7. Miscellaneous.

                         7.1 Incorporation by Reference. The following Sections
       and provisions of the Asset Purchase Agreement are hereby incorporated
       into this Agreement in their entirety as if set forth herein: Sections
       11.1 (Complete Agreement; Modifications), 11.3 (Remedies Not Exclusive,
       excluding the first clause thereof), 11.5 (Notices; provided that, for
       purposes of this Agreement, references in said Section 11.5 to
       "Sellers" shall mean Licensors, and references to "Buyers" or "Parent"
       shall mean GBPCI and LRM Acquisition), 11.7 (Governing Law;
       Jurisdiction), 11.9 (Waivers Strictly Construed) and 11.10 (Rules of
       Construction).

                         7.2 No Assignment. Neither Licensee shall assign any of
       its rights, interests or obligations hereunder without the prior written
       consent of Licensors, except to Parent or any direct or indirect
       wholly-owned Subsidiary (as defined in the Asset Purchase Agreement) of
       Parent. Subject to the preceding sentence, this Agreement will be
       binding upon, inure to the benefit of and be enforceable by the parties
       hereto and their respective successors and assigns.

                         7.3 Attorneys' Fees. In any action arising out of or
       relating to this Agreement, the prevailing party shall be entitled to
       recover all attorneys' fees and costs.

                         7.4 No Third-Party Benefits. None of the provisions of
       this Agreement shall be for the benefit of, or enforceable by, any
       third-party beneficiary.

                         7.5 Counterparts. This Agreement may be executed
       simultaneously in two or more counterparts, each of which shall be deemed
       an original, but all of which together shall constitute one and the same
       agreement.

                                     -4-

                [SIGNATURE PAGE TO TRADEMARK LICENSE AGREEMENT]

                IN WITNESS WHEREOF, this Agreement has been duly executed and
       delivered by the duly authorized officers of the parties hereto as of
       the date first above written.

                          BROADWAY VIDEO ENTERTAINMENT, L.P.

                          By:      Broadway Video Enterprises, Inc.,
                                   its General Partner

                          By:      /s/ Stephen W. Shippee
                                   -------------------------------
                          Its:     Chief Operating Officer and
                                   Chief Financial Officer

                          GOLDEN BOOKS PUBLISHING COMPANY, INC.

                          By:      /s/ Philip E. Rowley
                                   -------------------------------
                          Its:     Chief Operating Officer

                                      -5-

                          BROADWAY VIDEO, INC.

                          By:      /s/ Stephen W. Shippee
                                   -------------------------------
                          Its:     Chief Operating Officer and
                                   Chief Financial Officer

                                      -6-

                          LRM ACQUISITION CORP.

                          By:      /s/ Richard E. Synder
                                   -------------------------------
                          Its:     Chairman of the Board of Directors,
                                   Chief Executive Officer and President

                                     -7- 

Basic Info X:

Name: TRADEMARK LICENSE AGREEMENT
Type: Trademark License Agreement
Date: Sept. 17, 1996
Company: GOLDEN BOOKS FAMILY ENTERTAINMENT INC
State: Delaware

Other info:

Date:

  • 20th day of August , 1996
  • July 30 , 1996

Organization:

  • Broadway Video , Inc.
  • Golden Books Publishing Company , Inc.
  • LRM Acquisition Corp.
  • Ranger Music , Inc.
  • Golden Books Family Entertainment , Inc.
  • Golden Books Productions , Inc.
  • Broadway Video Enterprises , Inc.
  • Board of Directors

Location:

  • New York
  • Delaware
  • United States
  • Canada
  • L.P.

Person:

  • Philip E. Rowley
  • Stephen W. Shippee
  • Richard E. Synder