Contract

EXHIBIT 10.10 EXCLUSIVE PATENT & COPYRIGHT LICENSEThis Agreement in triplicate entered into this 25th day of June, 2003, by andbetween Andamiro U.S.A Corp., a California corporation, located at 19140 S, VanNess Ave” Torrance, California (hereafter designated as the Licensor) and ParisiSports, Inc” a Delaware corporation, located at 2-22 Banta Place, Fair Lawn, NewJersey 07410 (herein designated as the Licensee),Whereas, the Licensor is the owner of United States Letters Patent 4,720,789(“PATENT”) as well as a copyright in the software program known as “SDK”, andWhereas, the Licensee is desirous of exclusively licensing the aforementionedpatent and “SDK” software for performance enhancement fitness related pressuresensitive mats with connectivity to a personal computer as well as gamingconsoles or a self-contained unit having an integrated screen in accordance withthe terms identified below:Now, therefore, in consideration of the mutual promises and covenants hereincontained, and for other good and valuable consideration, receipt of which ishereby acknowledged, the parties have agreed as follows:1. GRANT OF EXCLUSIVE LICENSE. Subject to the terms of this Agreement and thepayment of the royalty as hereinafter provided for, Licensor hereby grants tothe Licensee the exclusive license to make, use and sell performance enhancementfitness related pressure sensitive mats with connectivity to a personal computerand/or a gaming console (“PRODUCT”) disclosed in said patent as well as to usethe “SDK” software toolkit (“SOFTWARE”) for purposes of developing any softwareused in conjunction with the aforementioned PRODUCT.2. TERM. This exclusive license will begin upon the date entered in the preambleabove and will expire on October 31, 2005. The term of this Agreement may beextended upon mutual agreement.3. MINIMUM INITIAL QUANTITY. The Licensee shall make the commitment to have theminimum of at least two thousand five hundred or one full 40′ container of(2,500/ One 40′ container) licensed products distributed upon the execution ofthis Agreement.4. TERMINATION. This Agreement may be terminated if the Licensee does notdistribute more than five thousand (5,000) licensed units within one year of thefirst delivery shipment to the United States.5. ADVANCE. Licensee agrees to pay to Licensor a nonrefundable, but recoupable,five thousand ($5,000) dollar advance upon this contract’s execution.6. ROYALTY. a. PRIOR TO OCTOBER 31, 2005. The Licensee shall pay to the Licensor a royalty in the sum of 8% of the sale price of each PRODUCT sold and not returned. Both parties understand that the royalty rate is based upon not only the PATENT and SOFTWARE license but also Andamiro’s obligation to source all requisite parts and packaging, quality control the same and ship the product at Licensee’s expense to Licensee’s designated broker. If Licensee elects to no longer use Andamiro for the sourcing services, then the royalty rate will be reduced to 5% of the sale price of each PRODUCT sold and not returned. The royalty herein provided shall be accounted for on a quarterly basis and paid to Licensor within thirty days after the end of each calendar quarter. A small reserve may be retained by Licensee, not to exceed 5% of the royalty payment due, in order to properly account for returns during the applicable quarter. Licensee agrees to liquidate the reserve in the next applicable quarterly payment. b. AFTER TO OCTOBER 31, 2005. The Licensee shall pay to the Licensor a royalty in the sum of 5% of the sale price of each PRODUCT sold and not returned. Both parties understand that the royalty rate is based upon not only the SOFTWARE license but also Andamiro’s obligation to source all requisite parts and packaging, quality control the same and ship the product at Licensee’s expense to Licensee’s designated broker. If Licensee elects to no longer use Andamiro for the sourcing services, then the royalty rate will be reduced to 3% of the sale price of each PRODUCT sold and not returned. The royalty herein provided shall be accounted for on a quarterly basis and paid to Licensor within thirty days after the end of each calendar quarter. A a small reserve may be retained by Licensee, not to exceed 5% of the royalty payment due, in order to properly account for returns during the applicable quarter. Licensee agrees to liquidate the reserve in the next applicable quarterly payment.7. QUALITY CONTROL. The Licensee shall present the working model and the finalproduct for the inspection for quality to the Licensor. The Licensor shallprovide a written approval of the working model and the final model within ten(10) business days. If the written approval of the working model and the finalmodel is withheld, then the Licensor shall provide a list of quality issues inwriting within a reasonable period. The Licensee shall not distribute anylicensed products without the written approval of the final model.8. SUB-LICENSING. The Licensee may sub-license to a third party upon the writtenconsent of the Licensor. The Licensee shall provide full and detail informationabout the potential Sub-Licensee to the Licensor before entering into anysub-license agreement.9. INSPECTION OF BOOKS. The Licensors shall have the right, upon two businessday’s notification, to inspect the books pertaining to this business matter ofthe Licensee to verify that the quarterly statement furnished them by theLicensee are accurate or may require, based on a good faith assumption, anaffidavit for accuracy of said statement. Licensee may request from Licensorbill of materials in order to verify accuracy. Licensee is entitled to reviewLicensor’s bill of materials pertaining to this business relationship.10. IMPROVEMENT. Any further inventions or improvements made by the Licensorsshall inure to the benefit of the Licensor and the Licensee shall be licensedunder such improvements on the terms and conditions hereinabove set forth. It isalso agreed any inventions or improvements made by the Licensee shall notrelieve it of its obligations to pay royalty or any of the other obligations inthis Agreement. Moreover, the parties agree that any improvements developed byLicensee shall remain the sole property of Licensee. Should the parties jointlydevelop any improvement, then the parties agree to consider themselves jointinventors.11. EFFECT OF INVALIDITY OF PATENTS. Should the patents above referred to bydeclared invalid by a court of last resort, or become otherwise inoperative tomaintain the monopoly intended to be secured by it, this license and obligationshereunder may be revoked by the Licensee.12. PROTECTION OF PATENT AGAINST INFRINGEMENT. Licensor hereby agree to assistin maintaining the patent protection in accordance with the scope of the patentand to jointly proceed with the Licensee against infringers to maintain theprotection of said patent. Licensor and Licensee agree to bear equal parts inthe expense of prosecuting the same and receive equal amounts of the damagemoney received from the infringers, if the action to pursue the purportedinfringer is brought jointly by the Licensor and the Licensee. However, if oneparty does not wish to pursue the infringement action, then other party isentitled to join the other party, should it be legally necessary, and pursue thematter at its own expense and that party is also entitled to keep the entiredamage award.13. LICENSOR INDEMNIFICATION & HOLD HARMLESS. Licensor represents and warrantsthat it has the power to enter into this Agreement. Licensor agrees to defend,hold harmless Licensee from and against any claim, suit, demand, or actionalleging that the PRODUCT and/or the SOFTWARE infringes a third party’sintellectual property right, and Licensor shall indemnify and Hold HarmlessLicensee form any claim, suit, demand, or action; provided, however, that (I)Licensee shall have given Licensor prompt written notice of such claim, suit,demand, or action; (2) Licensee shall cooperate with Licensor in the defense andsettlement thereof; and (3) Licensor shall have control of the defense of suchclaim, suit demand, or action and the settlement or compromise thereof.14. ACKNOWLEDGEMENT OF PROPRIETARY MATERIALS; LIMITATION ON USE. Licenseeacknowledges that the SOFTWARE and its documentation are the property ofLicensor and Licensor holds the copyright interests therein, the licensedprograms and documentation are to be treated as unpublished works. Licenseefurther acknowledges that SOFTWARE and Documentation will be treated by Licenseeas secret and proprietary information of Licensor of substantial value, andLicensee shall treat such information so received in confidence and shall notpermit the unauthorized disclosure of the SOFTWARE to anyone not specificallyauthorized. However, this restriction in noway limits Licensee’s ability to incorporate or utilize the SOFTWARE forpurposes of developing application programs to provide to consumers as part ofthe PRODUCT. Such application programs are solely the property of Licensee andLicensee is the legal owner for copyright purposes.15. FORCE MAJEURE. Neither party shall be liable for any costs or damages due tononperformance under this Agreement arising out of any cause or event not withinthe reasonable control of such party and without its fault or negligence.16. NO ASSIGNMENT. This Agreement shall not be assigned in whole or in partwithout the prior consent of the other, and any attempt by either party toassign this Agreement without the express written permission of the nonassigningparty shall be invalid.17. NOTICE. Any notice to be given under this Agreement shall be sufficient ifit is in writing and is sent by certified or registered mail to the other partyat its principal office, to the attention of the president, or otherwise asdirected by either party.18. GOVERNING LAW & FORUM. This Agreement shall be construed and enforced inaccordance with, and the rights of the parties shall be governed by, the laws ofthe State of California. For the purpose of interpreting and/or enforcing thisAgreement, the parties hereby voluntarily and knowingly choose the approvedarbitration panels in Southern California, the California state courts inSouthern California or the U.S. District Court of Central District to be thechosen forum, and agree that such arbitration panels and courts have personaljurisdiction over the parties. The parties hereby voluntarily and knowinglywaive all defenses offorum non-conveniens and/or improper venue.19. LEGAL FEES. In the event of any breach of this Agreement, the partyaggrieved shall be entitled to recover from the breaching party, in addition toother relief provided by law, such costs and expenses incurred by the aggrievedparty, including court costs, attorney’s fees and other costs-and expensesreasonably necessary.20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement betweenthe parties and supersedes any prior or written contract entered into by theparties to this Agreement.21. MUTUALLY DRAFTED. This Agreement is drafted by both parties.22. NO WAIVER. Neither party shall, by mere lapse of time, without giving noticethereof, be deemed to have waived any breach by the other party of any terms orprovisions of this Agreement. The waiver by either party of any such breachshall not be construed as a waiver of subsequent breaches or as a continuingwaiver of such breach. In Witness Whereof the parties have caused this agreement to be executedeffective the date first written above.ANDIMIRA U.S.A. CORP.a California corporation /s/ James Ko- —————————James Ko / PresidentPARISI SPORTS, INC.,a Delaware corporation /s/ Bill Parisi- —————————Bill Parisi