1. Parties.

  a. "Licensor".
   V S. Protective Shield Inc.

     ("Warman")
 

 * b. "Licensee". Name: ________________________
         Address:           .________________________
                                 .________________________
                                 .________________________
          Auction ID:      .________________________
                                              ("Licensee")

2. Definitions.

  a. "Licensed Patents".
    (1). U.S. Patent Re. 35,318 ("the '318 patent").
     Inventor: William J. Warman
     Title:  Viewing Screen Protective Shield
     Issued : 08/27/1996
     Appl. No.:  276,983
     Filed: 07/19/1994
     Expires: 07/21/2009
     which is a reissue of
     U.S. Patent 5,132,588
     Issued:  07/21/1992
     Appl. No.:  309,486
     Filed:  02/13/89
    (2). Any patent issued anywhere in the world on an Improvement to a patent included in Licensed Patents.
  b. "Licensed Apparatus".  Any apparatus on which an unexpired apparatus claim of a Licensed Patent reads, e.g., claims 6-9 of
       the '318 patent.
  c. "Licensed Method".  Any method on which an unexpired method claim of a Licensed Patent reads, e.g., claims 2-5 of the
       '318 patent.
  d. "Screen Protector".  Thin, flexible, transparent, plastic film for use as a protective shield for a face plate of an electronic
       instrument in a Licensed Apparatus or a Licensed Method.
  e. "Collateral Products or Sales".  Licensee's anticipated additional sales of products the substantial value of which is financially
      or technologically dependent upon, created by, or related to a Screen Protector made, used, offered for sale, or sold for use
      in a Licensed Apparatus or a Licensed Method of a Licensed Patent, for example, including, but not limited to , those
      products routinely purchased with a Screen Protector or used in conjunction with a Screen Protector, such as, a Personal
      Data Assistant ("PDA") Survival Kit which includes a screen cleaner, a wiping cloth, a Screen Protector, and a writing
       stylus.
  f. "Improvement".  Any method or apparatus which makes better any function, way or result achieved by a Licensed
       Apparatus or a Licensed Method of a Licensed Patent.
  g.  "Net Selling Price".  The Net Selling Price is the gross selling price charged to the purchaser of a Screen Protector or a
        Collateral Product less charges for packing, shipping, taxes, and standard trade discounts which shall not exceed an
        amount which is ordinary and reasonable for the sale of a Screen Protector or a Collateral Product for use in a
        Licensed Apparatus or a Licensed Method of a Licensed Patent.
  h.  "Reseller License".  A Reseller License is a license to resell under Warman U.S. Patent Re. 35,318 a previously
        unlicensed Screen Protector or Collateral Product subject to all of the terms and conditions of this license Agreement.
3. License Grant. The non-exclusive, non-transferable, non-sublicenseable, right to make, use, offer for sale, and sell
     Screen Protectors for use in a Licensed Apparatus or a Licensed Method of a Licensed Patent worldwide.
4. Payments By Licensee. Licensee shall pay to Licensor:
 a. One Time Administrative Fee. An initial, non-refundable, payment, for the recovery in part of research and development
     expenses and expenses for the administration of this licensing program, payable according to the terms and conditions set
     forth in Exhibit A hereto hereby incorporated herein by reference.
 b. Royalties For Past Infringement Per Use. Licensee shall pay Licensor a royalty for each past manufacture, use, offer for
     sale, or sale of a Screen Protector or a Collateral Product by or on behalf of Licensee for use in or in conjunction  with a
     Licensed Apparatus or a Licensed Method of a Licensed Patent prior to the effective date of this agreement in the amount
     set forth in Exhibit A hereto hereby incorporated herein by reference.
 c. Royalties For The Future Per Use. Licensee shall pay Licensor a royalty for each future manufacture, use, offer for sale,
     or sale of a Screen Protector or a Collateral Product by or on behalf of Licensee for use in or in conjunction  with a Licensed
     Apparatus or a Licensed Method of a Licensed Patent subsequent to the effective date of this agreement in the amount set
     forth in Exhibit A hereto hereby incorporated herein by reference.
5. Government Approvals. Licensee shall obtain all necessary government approvals, if any,  at its expense and shall
     provide evidence of same to Licensor on request.  Licensee shall comply with all state and federal laws and regulations
     regarding the manufacture, use, offer for sale or sale of a Screen Protector or a Collateral Product by or on behalf of
     Licensee for use in or in conjunction with a Licensed Apparatus or a Licensed Method of a Licensed Patent.
6. Patent Marking.  Licensee shall mark each Screen Protector sold by or on behalf of Licensee for use in a Licensed
     Apparatus or a Licensed Method of a Licensed Patent with the applicable statutory patent notice as follows:
 a.  Manufacturing Licensee shall mark:
                           "Manufactured Under License Of Warman U.S. Patent Re 35,318."
 b. Reseller Licensee shall mark:
  "Resold Under License Of Warman U.S. Patent Re 35,318."
      Additionally, all advertised sales by a Reseller Licensee shall also clearly state in the advertisement the applicable statutory
      patent notice set forth above.
c. A sample of the markings of all products will be sent to Mr. Warman within 5 days of
    completion, but before the product release to

     V S. Protective Shield Inc.

7. Reports.

 a. Timing.  A report of all royalties due shall be made within 7 days after the end of each calendar month and on termination
     of sales by or on behalf of Licensee of Screen Protectors and Collateral Products for use in or in conjunction with a
     Licensed Apparatus or a Licensed Method of a Licensed Patent during the preceding calendar month.
     Reseller Licensees only, shall make their report of their royalties due by close of business of the day following completion
     of each resale. Paypal payments, and reports will be accepted at either bass@vsps.com or bwarman@cox.net .

  All reports shall be mailed to:
     V S. Protective Shield Inc.

 b. Payment.  At the same time, Licensee shall pay the royalty due indicated by the report. Payments shall be made by check to
     William J. Warman at the above address.
 c. Content.  The report shall separately state for each Screen Protector and for each Collateral Product sold by or on behalf
     of Licensee: the model number, gross selling price, shipping or other setoff costs, net selling price, applicable royalty rate,
     and calculation of the total royalty due.
 d. Records.  Licensee shall keep detailed and accurate records.
 e. Audit.  Licensor or its agent may inspect Licensee's books twice annually at Licensor's option during working hours on
     reasonable notice.
8. Warranty And Acknowledgments.
 a.  By Licensor.  Licensor warrants:
(1). Title.  Licensor owns full and unencumbered title to the Licensed Patents, and
(2). Right To Contract.  Licensor is not violating any contract, fiduciary duty or other obligation relating to the licensing of
      the Licensed Patents and that it has the right to enter into this agreement.
 b.  By Licensee.
(1) Right To Contract.  Licensee warrants that it has the right to enter into this Agreement.
(2) Voluntariness.  Licensee acknowledges that it enters this Agreement voluntarily and without any threat or coercion of any
      type or nature and that Licensee's agreement to pay royalties on the basis of the net selling price of unpatented Screen
      Protectors and Collateral Products sold by or on behalf of Licensee for use in or in conjunction with a Licensed Apparatus
      or a Licensed Method of a Licensed Patent is a voluntary choice on the part of Licensee.
(3) Ownership. Licensee acknowledges that Licensor owns the invention described and claimed in the Licensed Patent.
9. Indemnification.  Licensee holds Licensor harmless from all claims or liabilities arising out of the manufacture, use,
     offer for sale, or sale of a Screen Protector or Collateral Product by or on behalf of Licensee for use in or in conjunction
     with a Licensed Apparatus or a Licensed Method of a Licensed Patent.
 a. Product Liability Insurance.  Licensee shall maintain product and method liability insurance throughout the term of this
     license and shall name Licensor as an additional insured thereunder.
10. Improvements.
 a.  Disclosure.  Licensee shall promptly disclose to Licensor any Improvement in a Licensed Apparatus or a Licensed Method
      of a Licensed Patent invented by or on behalf of Licensee.
 b. Licensee Pursuit Of Patents.  Licensee shall use reasonable diligence and judgment in obtaining and maintaining patents
     worldwide on said Improvements at its own expense and shall give prompt and timely notice to Licensor of any Improvement
     on which Licensee elects not to seek patent protection anywhere in the world and shall also give prompt and timely notice
     to Licensor of any patent or patent application of or on behalf of Licensee on any Improvement anywhere in the world
     which Licensee elects not to maintain.
 c. Licensor Option To Pursue.  Licensor shall have the option to obtain, own and maintain patents and patent applications at its
     own expense on any Improvement anywhere in the world for which it receives notice under paragraph (b).
 d. Inclusion In Patent Rights and License Back.  Licensor, in its sole discretion, may include in Licensed Patents, each patent
     issued to Licensor or Licensee which covers an Improvement, unless objected to by Licensee. Licensor shall have a
     royalty-free, non-exclusive license back to make, use, offer for sale and sell worldwide any Improvement invented by or
     on behalf of Licensee for the life of said Improvement.
11. Term. The life of each patent in Licensed Patents.
12. Patent Invalidity. If all claims of Licensed Patents which cover either a Licensed Apparatus or a Licensed Method
       are held invalid by an unappealed decision of a court of competent jurisdiction, the license shall terminate, but Licensee
       shall still be obligated to pay sums due under this license prior to termination.
13. Termination.
 a. By Licensor.  By written notice of termination upon uncured default after 30 days of written notice of said default.
 b. Bankruptcy Etc.  Except as prohibited by applicable state/federal law, upon filing of petition in bankruptcy, upon adjudication
     that Licensee is bankrupt or insolvent, or upon assignment or appointment of a receiver for the benefit of creditors.
 c. By Licensee. As to any patent in the Licensed Patents by written 60 days notice of termination, and, thereafter, Licensee
    shall cease and desist from use of any invention covered by said patent as to which the license was terminated.
 d. Sell Off Period.  Licensee has 60 days after termination to sell off its inventory of Screen Protectors and Collateral Products
     for use in or in conjunction with a Licensed Apparatus or a Licensed Method of a Licensed Patent subject to the terms of
     this Agreement and at the end of that period all unsold inventory shall be delivered in good condition to Licensor.
14. Patent Prosecution.  Licensor shall prosecute and maintain the Licensed Patents for the term of the Agreement
       except as otherwise provided above with respect to improvement patents.
15. Patent Infringement.
 a. Notice By Licensee.  Licensee shall give prompt notice to Licensor of any infringement of a Licensed Patent by a third party
     of which it has knowledge.
 b. Licensor To Enforce Licensed Patents.  Licensor shall have the sole right to enforce the Licensed Patents against third
     parties to enjoin infringements at its own expense and shall retain all recoveries received therefrom. Licensee shall cooperate
     fully with Licensor at Licensor's expense.
16.  Heirs And Assigns. The heirs of the parties shall be bound by this agreement. Licensor has the right to assign this
      Agreement. Licensee shall not assign this agreement without the consent of Licensor.
17. Miscellaneous Provisions.
 a.  Notice. All notices or other communications to be given by either party to the other party under the provisions of this
      agreement shall be telefaxed and then forwarded, charges prepaid, by certified mail to the respective parties as follows:
   If to Warman:
          V S. Protective Shield Inc.

 *  If to Licensee: Name: _______________________
      Address: _______________________
        _______________________
      Phone: _______________________
      Fax:  _______________________
      Attn:   _______________________
         Name, Title

 b. Licensee Not Agent Or Legal Representative. Licensee is an independent party and shall not be considered as an agent or legal representative of Licensor.
 c. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties and supersedes any prior understandings and agreements between or among them respecting the subject matter contained herein. There are no representations or warranties, oral or written, expressed or implied, between or among the parties hereby relating to the subject matter of this Agreement which are not fully expressed herein.
 d. Modification. No modification, alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by both parties.
 e. Disputes, Arbitration, Attorneys Fees. The parties agree that, in the event of a dispute, controversy or claim relating to or arising out of this Agreement, the parties to the dispute hereby agree to submit the matter to binding arbitration in accordance with the rules of the American Arbitration Association. The seat of arbitration shall be in Phoenix, Arizona. Demand for arbitration shall be made in writing and shall be served upon the party to whom the demand is addressed by registered mail. Judgment upon the award rendered (including reasonable costs and attorney's fees) may not be appealed to any court but may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement as the case may be. Such arbitration shall be conducted in the English language.
 f. Governing Law.  Arizona law shall apply.
 
 

EXHIBIT A
SCHEDULE OF FEES AND ROYALTIES
 

1. ADMINISTRATIVE FEE:
 a. Manufacturing Licensee:  $5,000.00 payable either (1) upon execution of this agreement, or
(2) at the rate of $.01 per square inch of Screen Protector or $.05 per Screen Protector sold by or on behalf of Licensee plus 15% simple interest per annum on any unpaid balance until paid in full, unless otherwise agreed to in writing.

 b. Reseller Licensee:  $5,000.00 payable either (1) upon execution of this agreement, or (2) at
 the rate of $.05 per Screen Protector sold by Licensee plus 15% simple interest per annum on any unpaid balance until paid in full or until Licensee ceases to sell Screen Protectors or Collateral Products, whichever is earlier.
 

2. ROYALTIES FOR PAST INFRINGEMENT:
 $________ payable in cash upon execution of this agreement, the amount being calculated
according to 16.3% of the Net Selling Price of each Screen Protector and 16.3% of the Net Selling Price of each Collateral Product sold in the past by or on behalf of Licensee.
 

3. ROYALTIES FOR FUTURE LICENSED USE:
 11.3% of the Net Selling Price of each Screen Protector and 11.3% of the Net Selling Price of each Collateral Product sold by or on behalf of Licensee.

4. LATE FEE ON MONTHLY ROYALTY PAYMENTS:
Any late monthly royalty payments will be charged a 24% interest per annum on any unpaid balance until paid in full, unless otherwise agreed to in writing. Once a notice of “late” has been sent out. The 30-day notice begins.
Your license will automatically be revoked until paid in full.

IN WITNESS HEREOF, the parties have entered into this agreement effective as of the first date written above.
Dated:___________________  By: ______________________
                                                           William J. Warman
 

     Company Name: ______________________

*Dated:   ___________________  By:  ______________________
Name:     ______________________
Title:       ______________________
Address: ______________________
E-Mail:   ______________________