EX-10.17 AMENDED AND RESTATED LICENSE AGREEMENT

Exhibit 10.____

Confidential treatment has been requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidential treatment request. Omissions are designated by three asterisks (***). A complete version of this document is being filed separately with the Securities and Exchange Commission.

AMENDED AND RESTATED LICENCE AGREEMENT

THIS AMENDED AND RESTATED LICENCE AGREEMENT MADE as of January 1, 2006

BETWEEN:

WAL-MART CANADA CORP.
(formerly, WAL-MART CANADA INC.)

(hereinafter called the “Licensor”)

OF THE FIRST PART

-and-

PCA PHOTO CORPORATION OF CANADA, INC.

(hereinafter called the “Licensee”)

OF THE SECOND PART

-and-

PCA INTERNATIONAL, INC.

(hereinafter called the “Guarantor”)

OF THE THIRD PART

WHEREAS:

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, conditions and agreements herein contained, other good and valuable consideration and the sum

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of Five Dollars ($5.00) paid by each party to the other (the receipt and sufficiency of which are hereby acknowledged), the parties hereto do hereby covenant and agree, each with the other, as follows:

1.00 Definitions and Recitals

1.01 For the purposes of this Agreement the following terms shall have the meanings hereafter ascribed to them:

“ Business Day ” shall mean any day of the week except a Saturday, Sunday, or a statutory holiday in the Province of Ontario;

“ Commencement Date ” shall have the meaning ascribed to it in section 4.10 hereof;

“ Gross Sales ” shall mean the entire amount of all revenue and receipts, whether from cash, cash equivalent, credit, or otherwise, of all sales of merchandise (including gift and merchandise certificates), services provided, and any other business activity conducted in connection with the Licensee’s Businesses, including mail or telephone orders received or filled in connection with any of the Licensee’s Businesses, deposits not refunded to purchasers, orders taken, although said orders may be filled elsewhere, sales to employees, sales through vending machines or other devices, and sales by a concessionaire, licensee, third person or otherwise in relation to the Licensee’s Businesses. Each sale upon installment or credit shall be treated as a sale for the full price in the week during which such sale was made, irrespective of the time when the Licensee receives payment from its customer. No deduction shall be allowed for uncollected or uncollectable credit accounts, unless and until same have been incapable of collection by the Licensee for a period of six (6) months following the occurrence of such sale, provided that in the event that same is subsequently collected, whether in whole or in part, such collected amount shall be added to Gross Sales as at the date of collection. “Gross Sales” shall not include, however, (i) any sums collected and paid out for any sales or goods and services tax imposed by any duly constituted governmental authority on any sale effected in connection with the Licensee’s Businesses; (ii) the exchange of merchandise between the various locations of the Licensee, if any, where such exchanges are made solely for the convenient operation of the business of the Licensee and not for the purpose of consummating a sale which has theretofore been made in connection with one of the Licensee’s Businesses and/or for the purpose of depriving the Licensor of the benefit of a sale which otherwise would be made in connection with one of the Licensee’s Businesses; (iii) the amount of returns to shippers or manufacturers, nor the amount of any cash or credit refund made upon any sale where the merchandise sold, or some part thereof, is thereafter returned by purchaser and accepted by the Licensee; or (iv) sales of the Licensee’s trade fixtures;

“ Licence Fee ” shall have the meaning ascribed to it in section 4.01;

“ Licence Schedule ” shall mean the executed licence schedules forming Schedule “A” attached hereto and forming a part of this Agreement, together with any New Store Licence Schedules;

“ Licensed Premise ” shall mean such physical area within a Store as the Licensor shall designate from time to time in its sole, absolute, and unfettered discretion for the Licensee’s Business, with

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respect to those Stores for which a Licence Schedule has been executed by the parties from time to time. For greater certainty “ Licensed Premise ” shall not include any Licensed Premise with respect to which the application of this Agreement has been terminated save and except as referred to in any Article 12.00 and any other provision of this Agreement expressed to survive the termination of this Agreement; and “ Licensed Premises ” shall mean more than one or all of the Licensed Premises collectively, as the case may be;

“ Licensee’s Business ” shall mean the operation of a portrait studio department under the Trade Name within a Licensed Premise, whereby only the following merchandise is sold, and/or the following services are provided to the public: the taking and sale of portrait photographs and of passport and citizenship photographs, the sale of photography-related accessories, picture frames and other portrait accessories that do not compete with those sold by the Licensor from time to time in its stores, the sale of photographic plaques, the copying and restoration of old photographs, and the provision and sale of photographic lamination services, together with such other services and/or merchandise as may be approved by the Licensor in writing from time to time, in its sole absolute and unfettered discretion, which approval may be withheld for any reason whatsoever; and “ Licensee’s Businesses ” shall mean more than one or all of the Licensee’s Businesses collectively, as the case may be;

“ New Store Licence Schedule ” shall mean a new store licence schedule executed by the parties in substantially the form set forth in Schedule “B” attached hereto and forming part of this Agreement;

“ Stores ” shall mean those retail establishments owned and operated by the Licensor from time to time (including, without in any way limiting the generality of the foregoing, any indoor or enclosed mall area within which the Licensor is entitled to sell merchandise) as more particularly set forth in Licence Schedule; and “ Store ” shall mean any one of the Stores;

“ Term ” shall have the meaning ascribed to it in section 3.01;

“ Trade Name ” shall mean “Wal-Mart Portrait Studio”;

“ week ” shall mean the period commencing at the opening of business each Saturday and ending at the close of business on the immediately following Friday.

1.02 The recitals hereinbefore contained are true and correct and form an integral part of this Agreement.

1.03 This Agreement hereby supercedes and replaces the Original Agreement, including all amendments and supplements thereto and licence schedules created thereunder. For greater certainty, the Original Agreement and all related licence schedules are hereby terminated, subject to any provisions expressly intended to survive termination thereof.

2.00 Licence

2.01 Subject to the provisions of this Agreement, the Licensor hereby grants to the Licensee and the Licensee does hereby accept the non-exclusive the right and licence to carry on the Licensee’s Businesses in the Stores during the Term for the purposes set forth in section 5.01. Notwithstanding the foregoing, the

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sales area of the Licensee is to be an integral part of each Store, and neither party shall limit access thereto or the flow of customer traffic through such area. For greater certainty, the Licensor shall at all times maintain care, control and access to the Licensed Premises.

2.02 The Licensor shall be entitled from time to time to unilaterally relocate a Licensed Premise within a Store for any reason whatsoever acting reasonably, by the delivery of written notice to that effect to the Licensee. The Licensee shall comply with the said notice and effect such work as the Licensor stipulates is necessary for it to make the Licensed Premise comply with the said notice, and where such relocation is at the request of Licensor, the Licensor shall reimburse the Licensee for reasonable construction costs actually incurred to effect such relocation (which for greater certainty shall not include any charge for administrative work or overhead of the Licensee connected with such move, or for any loss of business or lack of trade during any period within which the Licensee’s business operations are interrupted by the Licensor). Notwithstanding the foregoing, the Licensee will be responsible for all costs related to flooring, wall-covering materials and millwork in respect of such work and for all non-construction related costs. Further, where the relocation is at the request of the Licensee, Licensee shall be responsible for all construction related costs as well.

     The Licensor shall be further entitled if the Licensor ceases operation of a Store and commences the operation of a new Store in the same market area, to unilaterally relocate the Licensed Premise of the old Store to the new Store, by the delivery of written notice to that effect to the Licensee. The Licensee shall comply with the said notice and effect such work as the Licensor stipulates is necessary for it to make the Licensed Premise comply with the said notice at Licensee’s sole cost and expense.

     In the event that any such relocation precludes the Licensee from operating its business as a result of work necessary to be effected by the Licensor to facilitate such relocation, the Licensee shall not be required to pay the Licence Fee in connection with the affected Licensed Premise for the period of such interruption. The Licensor shall be entitled, acting reasonably, to designate the time and manner within which the aforesaid work shall be effected by the Licensee by the inclusion of same in the aforesaid notice, in which case the Licensee shall comply with same. The Licensee covenants and agrees to effect such work in a diligent and expedient fashion and to ensure that the area wherein the Licensed Premise was formerly located is restored to its original condition.

2.03 The Licensee, its employees, agents, contractors, service personnel, and customers shall have, subject to section 2.04, in common with all other persons entitled thereto, free access to and use of all entrances, stairways, aisles, corridors, washrooms, and other areas open to the public within a Store from time to time as the Licensor shall designate during such time(s) as the Licensee shall operate its business within the Licensed Premise in such Store.

2.04 Notwithstanding section 2.03, the Licensee, its employees, agents, contractors, and service personnel shall only have access to such portions of a Store as the Licensor or its Store manager shall designate from time to time for the purpose of transporting supplies, equipment, merchandise, goods, trade fixtures, and/or such other chattels as the Licensee may require from time to time, to and from the Licensed Premise. The Licensor shall retain exclusive possession and control of all keys and security codes to the Store and its security systems.

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2.05 The Licensor shall have the right to install through or upon the Licensed Premises such pipes, aisles, conduits, wires, apparatus, and other physical installations in connection with any service system as may be proper or useful for the Licensor’s operations, but the same shall be installed so as to interfere as little as possible with the Licensee’s use of the Licensed Premises.

2.06 The Licensee acknowledges that it has examined the Licensed Premises in the Stores and is thoroughly familiar with the condition thereof and accepts each Licensed Premise in the condition existing as at their respective Commencement Dates.

2.07 In the event that the parties shall from time to time desire that this Agreement shall extend to any additional retail premises operated by the Licensor, the parties shall give effect to same by executing a New Store Licence Schedule.

3.00 Term

3.01 Subject to section 3.02, this Agreement and the licences created pursuant to this Agreement shall commence on the date hereinabove set forth and, subject to earlier termination as provided for in this Agreement, continue in effect for a term ending at 12:00 midnight on the day which is five (5) years following the date of this Agreement (the “Term”).

3.02 Notwithstanding the provisions of section 3.01, in the event that a Licence Schedule stipulates a later or earlier date of expiration than that set forth in section 3.01, the “Term” in respect of the Licensee’s Business governed by such Licence Schedule and the application of this Agreement thereto, shall commence on the Commencement Date set forth in such Licence Schedule, and end at 12:00 midnight on the date set forth in such Licence Schedule.

3.03 The Licensor shall have the option to unilaterally renew the Term with respect to any of the Licensee’s Businesses for two (2) renewal periods of two (2) years for each such renewal, by delivery of written notice to that effect to the Licensee on or before the date which is thirty (30) days prior to the expiry of the Term with respect to such Licensee’s Business. The terms of this Agreement and the license(s) created pursuant to this Agreement shall be continued for the renewal period, upon the exercise of any such option to renew by the Licensor.

4.00 Licence Fees

4.01 The Licensee shall pay a licence fee (the “Licence Fee”) to the Licensor in respect of each of the Licensee’s Businesses in:

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For greater certainty, determination of whether a Licensed Premise is located within the front area of a Store shall be set out in the applicable Licence Schedule.

The Licensee covenants and agrees to pay the Licence Fee to the Licensor for each of the Licensee’s Businesses weekly, on the date which is ten (10) Business Days following the end of each week.

4.02 In addition, the Licensee shall bear the cost of and pay to the Licensor all applicable sales, goods and services, value added and other taxes (the “Taxes”) exigible from time to time with respect to any payment by it under this Agreement, in accordance with the provisions of the legislation imposing such Taxes. The Licensee shall pay the Taxes to the Licensor on the date that it is required to make the payment to the Licensor to which such Taxes apply.

4.03 The Licensee shall deliver to the Licensor together with each Licence Fee payment on the date which is ten (10) days following the end of each week, a sales report (the “Sales Report”) for the immediately preceding week containing such information and in the format set forth in Schedule “C” attached hereto and forming a part of this Agreement. For greater certainty, the parties acknowledge and agree that the Sales Report shall be prepared individually for each of the Licensee’s Businesses and shall specify the Gross Sales for the immediately preceding week, and all preceding weeks in the year, together with year to date totals shown adjacent to the budgeted amounts for same previously agreed to with the Licensor, Licence Fee, and Taxes for the applicable Licensee’s Business, together with a summary indicating the totals of same for all of the Licensee’s Businesses collectively. The Licensee further covenants to provide a Sales Report detailing the foregoing information for the immediately preceding year applicable to the Licensee’s Businesses, on the date which is thirty (30) days following the completion of such year. The Licensee covenants and agrees to make all of its records pertaining to the Licensee’s Businesses available to the Licensor and its agents for inspection and/or audit forthwith following the receipt by it of one (1) Business Day’s prior written notice from the Licensor and/or its agents requesting same. The Licensee covenants and agrees to retain all such records for a minimum of two (2) years following the end of each year of the Term. The Licensee shall provide the Sales Report to the Licensor prepared using Microsoft Excel™ and providing such file electronically as instructed by Licensor as well as on paper.

4.04 The parties covenant and agree to re-adjust any under or over payments of the Licence Fee, and/or Taxes payable under this Agreement with respect to the immediately preceding year of the Term, within fifteen (15) days following any of the delivery by the Licensee to the Licensor of the annual Sales Report referred to in s. 4.03, the date that a legitimate written request therefor by the other party based on a reporting error and/or other failure to comply with this Agreement, and/or the date that the Licensee becomes aware that it has effected an underpayment or overpayment to the Licensor. If a statement of Gross Sales submitted by the Licensee in respect of one of the Licensee’s Businesses is found to be incorrect, so that such error resulted in an under-reporting of Gross Sales to the Licensor which is greater than 3.5% of the Gross Sales for such Licensee’s Business for the applicable year, the Licensee shall pay all costs incurred by the Licensor with respect to any audits of the Licensee’s books and records for all of the Licensee’s Businesses for such year, including, without limiting the generality of the foregoing, the costs of any internal auditors accountants and/or associates of the Licensor involved in such process.

4.05 The Licensee shall pay to the Licensor interest on any monies owing to the Licensor which are past due under this Agreement at the rate of the annual rate of interest announced from time to time by

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TD Canada Trust as a reference rate then in effect for determining interest rates on Canadian dollar commercial loans in Canada plus 2%. Such interest shall accrue from the date such monies first become due and payable to the Licensor and shall be calculated and compounded semi-annually.

4.06 The Licensee covenants and agrees to deliver to the Licensor at the end of each quarter of each of the Licensor’s fiscal years (i.e., February 1 — January 31) and, if requested by the Licensor from time to time, contemporaneously with its execution of a New Store Licence Schedule, copies of all of its most current financial statements, including without limiting the generality of the foregoing, balance sheet, income statement, statement of retained earnings, and cash flow statement, whether or not same have been independently audited and/or prepared by a chartered accountant. In addition to the foregoing, in the event that any of such financial statements shall be audited and/or prepared by a chartered accountant from time to time, the Licensee shall forthwith deliver copies of any audit report or other report as to the adequacy of such financial statements to the Licensor. The Licensor covenants and agrees to maintain any financial statements and/or other information provided to it under this section 4.06 in confidence and shall not disclose any of same to any other person except to the extent that such information is publicly available or required to be disclosed by law.

5.00 Use of Licensed Premises

5.01 The Licensee shall be entitled to use each Licensed Premise for the purpose of carrying on the Licensee’s Business and for no other purpose, save and except for such other purpose as the Licensor may approve in writing from time to time following the receipt of a written request therefor from the Licensee which approval may be withheld for any reason whatsoever.

5.02 The Licensee shall carry on each of the Licensee’s Businesses on such days and during such hours as are specified in Schedule “D” attached hereto and forming part of this Agreement. For greater certainty, nothing in this Agreement shall prevent the Licensee from extending the studio hours of operation on a province by province or individual studio basis, provided that the Licensee must first review such change with the Licensor and receive the Licensor’s approval to extend such hours of operation.

5.03 The Licensee hereby acknowledges that its business reputation, intended use of the Licensed Premises as set forth in section 5.01, potential for payment of Licence Fees and ability to generate patronage to the Licensed Premises and the Stores were all relied upon by the Licensor and served as significant and material inducements contributing to the Licensor’s decision to enter into this Agreement with the Licensee. The Licensee hereby covenants and agrees: (i) to carry on the Licensee’s Businesses only under the Trade Name and under no other name or trade name whatsoever without the Licensor’s prior written consent which may be withheld for any reason whatsoever, (ii) to commence on the Commencement Date and thereafter continuously use the Licensed Premises for the retail sale of its goods or services in accordance with its permitted use set forth in section 5.01, during the hours designated by the Licensor pursuant to section 5.02.

6.00 Operating Standards / Customer Complaints

6.01 The Licensee shall operate its business in an efficient, high class and reputable manner. In addition, the Licensee will conduct all business in conjunction with and abiding by the Licensor’s philosophies, culture and standards in force from time to time. The Licensee agrees with the Licensor that

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the Licensee’s Businesses will be operated in a diligent and business-like manner in conformity with the Licensor’s standards and policies as may be amended from time to time. The Licensee’s employees will at all times, while on the Licensor’s premises or otherwise interacting with Licensor’s customers, maintain a pleasant and courteous attitude toward customers. While on the Licensor’s premises, the Licensee’s employees shall be subject to the Licensor’s rules and regulations as may be amended from time to time. No smoking, food or drink will be allowed on the sales floor. The personal appearance of the Licensee’s employees, agents and workmen must be neat and clean and all attire must be consistent with attire worn by the Licensor’s sales floor associates. The Licensee will instruct each employee to refer to the Licensor’s Store management for details on all such rules and regulations. The Licensee shall not permit any odours or noise which are objectionable or unpleasant to the Licensor or its customers to emanate within a Store nor take any other action which would constitute a nuisance or would disturb or endanger the customers or occupants of the Store, nor do anything which would tend to injure the reputation of the Store or the Licensor.

6.02 The Licensee shall not conduct within the Licensed Premises any “fire”, “bankruptcy”, “going-out-of-business,” “liquidation,” or other similar sale, and/or operate within the Licensed Premises a “wholesale” or “factory outlet” store, a “cooperative store”, a “second hand” store, a “surplus” store or a store commonly referred to as a “discount house”.

6.03 The Licensee shall maintain all its displays in a neat, and attractive condition at all times.

6.04 The Licensee shall be solely responsible for the control and management of its operations, employment practices and labour relations concerning the Licensee’s employees and other persons rendering services to it. For greater certainty, the Licensee shall have the sole and exclusive control over its employees, including ensuring that its employees have proper work authorization to work in the occupation and location specified by the Licensee, employee relations policies and policies relating to wages, hours of work, working conditions, and conditions of its employees, and the sole and exclusive right to hire, transfer, suspend, lay off, recall, promote, assign, discipline, adjust grievances, and discharge said employees.

6.05 If the Licensor has any complaint concerning any employees of or persons rendering services to the Licensee, the Licensor shall inform the Licensee of said complaint. The Licensee shall forthwith thereafter take such actions as the Licensee deems appropriate to rectify the subject matter of such complaint and to prevent any similar recurrence in the future. The Licensee acknowledges and agrees that the Licensor’s store managers and assistant store managers shall be entitled to settle any customer complaint pertaining to the Licensee and/or make any payment to any customer to give effect to such settlement, and the Licensee shall forthwith reimburse the Licensor for same upon receipt of a request to do so from the Licensor.

6.06 All customer complaints involving the Licensee that are received by the Licensor shall be referred to an employee of the Licensee who shall be designated by the Licensee as its designated corporate representative. The Licensee shall use its best efforts to respond to these complaints within a reasonable period after receipt of same by the Licensee and the Licensee shall make a diligent effort to promptly resolve complaints or otherwise satisfy customers’ concerns and, if so requested by the Licensor, shall advise the Licensor of the status of any complaint and the efforts made to resolve or satisfy same.

6.07 The Licensee shall not, without the Licensor’s prior written consent which may be withheld for any reason whatsoever, keep anything within a Licensed Premise or use a Licensed Premise for any

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activity which increases the insurance premium cost or invalidates any insurance policy carried by any person with respect to a Store or any part thereof. All property kept, stored or maintained within the Licensed Premises by or on behalf of the Licensee shall be at the Licensee’s sole risk.

6.08 The Licensor shall maintain and repair the Stores within which the Licensed Premises are located to the standard that it deems acceptable, acting reasonably, so as to permit the Licensee to operate its business therein.

6.09 The Licensee covenants and agrees to provide a 20% discount on all merchandise and services offered for sale in connection with the Licensee’s Business which is not “on sale” or offered at a “special promotional price” to all persons entitled to use and who present at the time of purchase a valid Wal-Mart associate discount card. Further, the Licensee may from time to time extend such 20% discount to defined persons for promotional purposes, subject to Licensor’s prior written approval. For greater certainty, such Licensor’s approval may only be granted by Licensor’s Director of Licensing, or by an officer of the Licensor.

6.10 The Licensor hereby grants the Licensee a licence to operate the Licensee’s Businesses under the Trade Name, and the Licensee’s advertising may specify the local address of the Store in which a Licensee’s Business is situate. The Licensee shall, subject to the terms of this section, be permitted to advertise the Licensee’s Businesses in all forms of media as the Trade Name. The Licensor shall make all reasonable efforts to assist the Licensee in obtaining any advertising or media discount that may be available to the Licensor from time to time. Upon termination of this Agreement with respect to a Licensee’s Business or in its entirety (as the case may be), the licence granted by this section shall be automatically terminated and of no further force or effect with respect to the applicable Licensee’s Business(es). Any advertising by the Licensee using the Trade Name, Licensor’s name, and/or the mark/trademark “Wal-Mart”, must be approved in advance in writing by Licensor. Notwithstanding anything herein contained all dealings by the Licensee with its creditors, suppliers, workmen, contractors, agents, employees, and other similar persons shall be conducted exclusively in the Licensee’s name, and the Licensee shall not in any manner obligate the Licensor on account thereof.

6.11 The Licensor warrants that the Licensee’s conduct of the Licensed Businesses under the Trade Name in conformity with this Agreement does not and will not infringe or violate any trademark, trade name, or other intellectual property rights of any other licensee of the Licensor. Provided that the Licensee complies with its obligations under this section 6.11, the Licensor hereby agrees to indemnify, defend, and hold the Licensee and its parent and affiliated corporations, employees, officers, agents, successors, and assigns harmless from all losses, damages, and expenses (including attorney’s fees incurred by such indemnified party) which such indemnified party may suffer as the result of any breach of the Licensor’s warranties under this section 6.11. The indemnity contained in this section 6.11 shall survive the termination of this Agreement. The Licensee hereby grants and covenants and agrees to cause the other indemnified parties to grant the Licensor the exclusive right on behalf of the aforesaid indemnified parties to defend, compromise, settle, retain and instruct counsel, and/or otherwise deal with any claim, demand or other assertion made of any of them with respect to the matters for which the Licensor has agreed to indemnify any of them under this section 6.11.

6.12 The Licensee acknowledges that the Licensor is the operator of discount stores featuring a full stock of quality merchandise at low, competitive prices and that the Licensor’s reputation for competitive pricing

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and customer satisfaction are imperative to its successful operation. The Licensee agrees that each of the Licensee’s Businesses must reasonably conform to that image. The Licensee agrees to use its best efforts to offer to its customers the ability to obtain photographic services (including portrait packages) from each Licensee’s Business at values equal to or better than verified, bona fide prices offered by competitors in the market within which the applicable Licensee’s Business is carried on.

7.00 Construction/Alterations

7.01 The Licensee shall not make any replacements, improvements, alterations or renovations to any part of a Licensed Premise (save and except for the installation and removal of non-affixed movable trade fixtures which may be installed without drilling, cutting or other physical alteration of any part of the building within which the Store is located (referred to in this Agreement as “trade fixtures”)) from that approved by the Licensor pursuant to this Agreement, without the prior written consent of the Licensor which may be withheld for any reason whatsoever.

7.02 All alterations, additions, improvements and fixtures (save and except for trade fixtures, unattached readily movable furniture and office equipment) which may be made or installed by the Licensee within a Licensed Premise shall remain upon and become the property of Licensor upon the termination of this Agreement with respect to such Licensed Premise, unless the Licensor requests their removal in which event the Licensee shall remove the same and restore such Licensed Premise to its original condition at its sole cost and expense.

7.03 All construction work done by the Licensee within a Licensed Premise shall be performed in a good and workmanlike manner to a standard which is acceptable to the Licensor, in its sole, absolute and unfettered discretion, in compliance with all governmental requirements, and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Store.

7.04 The Licensee covenants and agrees not to permit any construction lien, claim for lien, or other lien to arise and/or be registered against the title to the property upon which a Store is located as a direct or indirect result of any work undertaken by it or on its behalf in respect of a Licensed Premise. In the event that any such lien shall arise, the Licensee covenants and agrees to, forthwith following becoming aware of same, take all possible action, including without limitation the payment of the monies claimed into court, in order to have such lien removed from the title to the property upon which a Store is located within five (5) Business Days thereafter. In the event that the Licensee defaults in the aforesaid obligation, the Licensor shall be entitled, if it so chooses, to undertake the Licensee’s obligations on its behalf and to invoice the Licensee for all costs, including without limitation legal fees in their entirety, associated with same, which shall be payable by the Licensee to the Licensor forthwith upon receipt by the Licensee of a written demand therefor from the Licensor. The foregoing remedy of the Licensor is in addition to and not substitution for any other remedies available to the Licensor under this Agreement, at law, or in equity.

7.05 The Licensee shall furnish, at its own expense, all affixed fixed improvements, and trade fixtures (including without in any way limiting the generality of the foregoing, cabinets, counters, displays, seating, tables, cash registers, cameras, computer equipment and all other furniture and equipment which it may require in to carry on each Licensee’s Business (hereinbefore and hereinafter referred to as the

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“Equipment”). The Licensor may from time to time require the Licensee to refurbish or update any of the foregoing (save and except for any cameras or other photographic equipment which are not on display to the public) and it is specifically agreed and understood that the Licensor may remodel or refixture its retail sales floors from time to time during the term hereof, and in the event the Licensor does so, the Licensor may require the Licensee, acting reasonably, to remodel and/or refixture a Licensed Premise at the Licensee’s expense as necessary to reflect the remodelled or refixtured look of the Licensor.

8.00 Insurance

8.01 The Licensee shall, at its sole cost and expense, take out and keep in full force and effect at all times during the Term, with an insurer which is acceptable to the Licensor, a comprehensive commercial general liability insurance policy for bodily injury and property damage with limits in an amount of not less than Two Million ($2,000,000.00) Dollars per occurrence. Such policy of insurance shall include coverage for personal injury liability, bodily injury liability, contractual liability, business interruption relating to the Licensor’s operations in the Store, liability for damage to or losses relating to the Licensed Premises and any chattels, property, merchandise, trade fixtures, or monies located therein from time to time, and “all-risk” liability insurance, such coverage to include the business operations conducted by the Licensee on the Licensed Premises. Such policy of insurance shall be endorsed with an endorsement providing that no cancellation of such policy will be effective unless the Licensor shall have received at least thirty (30) days prior written notice of such cancellation. The Licensee shall cause such policy of insurance to name the Licensor as an additional insured and be endorsed with a waiver of subrogation provision in favour of the Licensor. The Licensee shall cause a certificate of insurance executed by the insurer named in the applicable policy or policies of insurance or an insurance broker duly authorized by such insurer to execute such certificate with respect to such policy of insurance and endorsements, to be delivered to the Licensor concurrently with the Licensee’s execution of this Agreement and/or from time to time following the receipt of a written request therefor from the Licensor.

8.02 The Licensee covenants and agrees to register itself and all persons engaged for service by it under the workers compensation legislation applicable to a Licensed Premise and to maintain such coverage(s) in good standing throughout the Term.

9.00 Compliance with Laws

9.01 The Licensee shall, at its sole cost and expense, promptly comply with all statutes, regulations, ordinances, rules, laws, and other legal stipulations of any governmental authority having jurisdiction with respect to a Licensed Premise, pertaining to the Licensee’s occupancy of, work undertaken within, and/or business operations(s) within a Licensed Premise. For greater certainty, the parties acknowledge and agree that the Licensee shall be solely responsible to procure and maintain at all times during the term of this Agreement or any renewal thereof, any and all permits and/or approvals of any governmental authority having jurisdiction with respect to the Licensed Premise required in order to occupy, undertake improvements, and operate its business therein, and the Licensor shall have no obligations in this regard whatsoever.

9.02 Without limiting the generality of section 9.01, the Licensee covenants, warrants and represents that throughout the Term and any renewal thereof all persons who work from time to time within a Licensed

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Premise employed by the Licensee or any of its sublicensees or franchisees (a “Licensee Employee”), shall at all times while working within such Licensed Premise, be legally entitled to work in Canada for the Licensee and/or such sublicensee or franchisee (as the case may be) at such Licensed Premise in the specific occupation which such Licensee Employee performs at such Licensed Premise. The Licensor may at its sole, absolute and unfettered discretion, and at any time during the term of the Agreement and any renewal thereof, demand from the Licensee, and the Licensee covenants and agrees to provide to the Licensor forthwith, a certification of compliance with applicable immigration laws in such form as the Licensor in its sole, absolute, and unfettered discretion may require. The Licensor may at its sole, absolute and unfettered discretion, and at any time during the Term and any renewal thereof, demand from the Licensee, and the Licensee covenants and agrees to provide to the Licensor forthwith, a detailed description of such policies and procedures as the Licensee employs from time to time to ensure that the foregoing covenant, warranty and representation set out in this section 9.02 is and remains true and correct at all times.

9.03 If at any time during the Term and any renewal thereof, the Licensor suspects that a Licensee Employee may not be authorized to work legally in Canada for the Licensee and/or its sublicensee or franchisee (as the case may be) at such Licensed Premise in the specific occupation which such Licensee Employee performs at such Licensed Premise, the Licensee shall forthwith investigate the matter to the full satisfaction of the Licensor and confirm the results of the investigation to the Licensor within forty-eight (48) hours from the time the Licensor requests that the Licensee investigate the matter. The Licensor may also in its sole, absolute and unfettered discretion, demand that the Licensee provide in a form that is satisfactory to the Licensor, certification that the Licensee Employee is authorized to work legally in Canada for the Licensee and/or such sublicensee or franchisee (as the case may be) at such Licensed Premise in the specific occupation which such Licensee Employee performs at such Licensed Premise. Whether or not the Licensee may have investigated the matter or provided certification, if the Licensor is satisfied at its sole, absolute and unfettered discretion, that the Licensee Employee is at any time not legally entitled to work in Canada for the Licensee and/or its sublicensee or franchisee (as the case may be) at a Licensed Premise in the specific occupation which such Licensee Employee performs at such Licensed Premise, then the Licensee shall forthwith cause such Licensee Employee to no longer work at such Licensed Premise, and forthwith provide the Licensor with written confirmation to that effect.

10.00 Confidentiality

10.01 The Licensee acknowledges and agrees that certain information made available to it from time to time by the Licensor, including without limiting the generality of the foregoing, information disseminated at any management or other meeting(s) held by the Licensor at the Stores, is confidential in nature. For the purposes of this Agreement, such confidential information (hereinafter referred to as “Wal-Mart Confidential Information”) shall be defined as information received by the Licensee, its agents or employees which is not generally known in the industry in which the Licensor is engaged, or which would logically be considered confidential and/or proprietary, or which would do the Licensor harm if divulged, or which is marked “Confidential” or “Proprietary” by the Licensor. Wal-Mart Confidential Information shall not either directly or indirectly be disclosed to others or used in any way by the Licensee or those for whom it is responsible at law, without the prior written permission of the Licensor, which may be withheld for any reason whatsoever. The provisions of this section shall survive and remain in full force and effect following any termination of this Agreement and/or the application of this Agreement to any of the Licensee’s Businesses.

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10.02 The Licensor acknowledges and agrees that certain information made available to it from time to time by the Licensee, including without limiting the generality of the foregoing, Gross Sales of any or all of the Licensee’s Businesses, is confidential in nature. For the purposes of this Agreement, such confidential information (hereinafter referred to as “PCA Confidential Information”) shall be defined as information received by the Licensor, its agents or employees which is not generally known in the industry in which the Licensee is engaged, or which would logically be