INTANGIBLE ASSET LICENSE AGREEMENT

Exhibit 10.9

INTANGIBLE ASSET LICENSE AGREEMENT

     This INTANGIBLE ASSET LICENSE AGREEMENT (this “ Agreement ”), dated as of June 13, 2008, is by and between MS Real Estate Management Company (“ Licensor ”) and Martha Stewart Living Omnimedia, Inc. (the “ Company ”).

     WHEREAS, Licensor has the right to license the intangible asset consisting of Martha Stewart’s lifestyle. Licensor’s lifestyle intangible asset encompasses Martha Stewart’s lifestyle and the public perception of Martha Stewart’s lifestyle. It includes, but is not limited to: real property that Martha Stewart owns directly or indirectly as of the date hereof (the “ Real Property ” or “ Real Properties ,” including without limitation each of (a) [Address Withheld], Katonah, New York, (b) [Address Withheld], East Hampton, New York, and (c) [Address Withheld], Seal Harbor, Maine, but excluding any Subsequently-Acquired Real Property (as defined below) that is not an Elective Real Property (as defined below)); the design of and the furnishings and finishings contained in the structures located on the Real Properties; the manner in which Martha Stewart selects, designs and arranges the finishings and furnishings contained in the structures located on the Real Properties; the inventory of home furnishings Martha Stewart has acquired and maintains for use in the structures located on the Real Properties; the color schemes, fabrics, art, linens, glassware, appliances in the kitchens in the structures located on, and the gardens located on, the Real Properties, which Martha Stewart designs and maintains; the outdoor furniture located on the Real Properties; and any other items that contribute to the visible appearance and impression of the Real Properties (collectively, the “ Lifestyle Intangible Asset ”).

     NOW, THEREFORE, in consideration of the mutual premises set forth herein, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1.  The Company’s Acknowledgment of Licensor’s Rights . The Company hereby acknowledges that (a) Martha Stewart exclusively owns all right, title and interest throughout the world (the “ Territory ”) in and to the Lifestyle Intangible Asset, which Lifestyle Intangible Asset has intrinsic value, and (b) Licensor and Martha Stewart otherwise reserve all rights to the Lifestyle Intangible Asset except those specifically granted to the Company herein (provided, however, that this reservation of rights shall not alter in any manner the Company’s rights under that certain Intellectual Property License and Preservation Agreement dated as of October 22, 1999 between Martha Stewart and the Company (the “ IP License Agreement ”)). Licensor represents and warrants to the Company that, as of the date hereof, it has the power and authority to license the Lifestyle Intangible Asset on the terms and conditions of this Agreement.

     2.  Term . The term of this Agreement shall be deemed to have commenced on September 18, 2007 and shall continue until the fifth anniversary of such date, unless this Agreement is terminated pursuant to Section 10 hereof.

     3.  Consideration . During the term of this Agreement, in consideration for the license provided by this Agreement, the Company shall pay Licensor, or an entity designated by Licensor in writing, an annual license fee of $2,000,000 (the “ Annual License Fee ”). The

Company shall pay the Annual License Fee in advance in a lump sum for each of the future years on or about each successive September 15. For the current year, $850,000 of the current Annual License Fee has been paid by the Company, with the balance of $1,150,000 due and owing.

     4.  Use of the Lifestyle Intangible Asset .

     (a) Subject to the terms and conditions of this Agreement, Licensor hereby licenses to the Company the perpetual, exclusive right to use, and to authorize others to use (subject to Licensor’s consent right set forth in Section 4(e)), pursuant to the terms hereof, throughout the Territory on or in connection with any products and services of the Company (such products and services (including the magazine Martha Stewart Living ) are referred to herein as the “ Licensed Products ” and the “ Licensed Services ”) all elements of the Lifestyle Intangible Asset as such exist at any time during the term of this Agreement. For avoidance of doubt, after the expiration or termination of this Agreement, the Company shall not have any right to utilize any elements of the Lifestyle Intangible Asset that did not exist as of the date of such expiration or termination (“ Post-Term Elements ”), but shall have the perpetual license to use, and to authorize others to use, the Lifestyle Intangible Asset exclusive of Post-Term Elements, in accordance with the foregoing sentence.

     (b) During the term of any license pursuant to this Agreement, the Company shall use commercially reasonable efforts to preserve the historical goodwill of the Lifestyle Intangible Asset. All use of the Lifestyle Intangible Asset by the Company or any sublicense thereof shall inure solely to the benefit of Licensor. The use of the Lifestyle Intangible Asset by the Company or any sublicense thereof shall be of a quality at least substantially consistent with the Historical Standard (as defined below); provided that any use of the Lifestyle Intangible Asset by the Company while Martha Stewart is in Control (as defined below) shall be conclusively presumed to meet the Historical Standard. The “ Historical Standard ,” as of any date, shall mean the quality, style and image of the Licensed Products or Licensed Services as the Lifestyle Intangible Asset has been used by the Company through the earlier of (1) such date or (2) the date that Martha Stewart ceases to be the owner, directly or indirectly, of in excess of 50% of the outstanding voting power of the Company (the circumstances in clause (2) immediately preceding being referred to as “ Control ,” and such period being referred to as the “ Historical Period ”). At any time that Martha Stewart is not in Control (other than due to a Termination Trigger, as defined in Section 10), (i) subject to Licensor’s prior written approval, which shall not be unreasonably withheld or delayed, the Company may continue to use the Lifestyle Intangible Asset in connection with new businesses not planned or developed while Martha Stewart was in Control, and (ii) the Company may develop, use and register new derivatives of the Lifestyle Intangible Asset not developed while Martha Stewart was in Control, so long as such new derivatives and Derived Marks (as defined in Section 7(a)) are substantially consistent with the image, look and goodwill of the Lifestyle Intangible Asset at the time when Martha Stewart ceased to be in Control or to which Licensor has consented in writing (such businesses and derivatives, “ New Uses ”). For clarity, reasonable extensions of the lines of business in which the Company is engaged or planned to be engaged at any time that Martha Stewart is in Control shall not be considered New Uses and shall be included in the license contained herein. After Martha Stewart’s death or disability, the Company may use the Lifestyle Intangible Asset for additional New Uses, provided that any such businesses and derivatives are substantially consistent with the image, look and goodwill of the Lifestyle Intangible Asset at the

time at which Martha Stewart ceased to be in Control, or to which Licensor has consented in writing. The Company shall keep Licensor advised of any New Uses in a timely manner, so that such entity may confirm the Company’s compliance with the terms hereof.

     (c) [Intentionally Omitted]

     (d) Subject to the terms and conditions of this Agreement, Licensor hereby grants to the Company the exclusive right to use and exploit in any and all media now known or which may in the future be invented the Lifestyle Intangible Asset as it appears in any and all television programs and/or videos (including content developed for the Company’s online businesses) produced by or for the Company (or its predecessor), whether such television programs and/or videos were produced, aired, marketed or sold prior to, on, or after, the date of this Agreement, provided t hat the grant in this sentence shall be limited to the use of such programs and/or videos (i) substantially as a whole (it being acknowledged and understood that the Company shall have the right to edit such programs and/or videos for time and commercials and to add bumpers and introductions), (ii) as part of a collection or similar compilation (such as “Best of” programs or videos) of Martha Stewart appearances, (iii) in any other manner used by the Company while Martha Stewart was in Control or (iv) regarding excerpts of such programs and/or videos, as part of the advertising, promotion and/or marketing of any of the foregoing.

     (e) To the extent that the Company desires access to the Real Properties in order to utilize the Lifestyle Intangible Asset, the Company shall provide reasonable notice of the intended dates and manner of use and the parties shall cooperate therewith; provided that Licensor shall provide the Company with any such requested access to the Real Properties in a manner consistent with past practice pursuant that certain Location Rental Agreement dated as of September 17, 2004 between Martha Stewart and the Company (the “ Location Rental Agreement ”), which Location Rental Agreement was extended by a letter agreement on September 18, 2007, and applicable law; and provided further that Licensor may deny access to the Real Properties to Company’s sublicensees other than those entities with which the Company has a bona fide business relationship involving matters other than the Real Properties at its sole discretion, and further provided that Licensor maintains a reasonable right to review and object to an excessive number of staff proposed for any such use.

     (f) To the extent that the Licensor incurs any expenses in connection with the Company’s use of the Lifestyle Intangible Asset or any element of the Lifestyle Intangible Asset (including without limitation any costs associated with cleaning, arranging and maintenance of any items within the Lifestyle Intangible Asset), Licensor shall bear such costs; provided that the Company shall be responsible for (i) all film, video, photography and other production costs it incurs or authorizes in writing related to its use of the Lifestyle Intangible Asset and (ii) such other costs as may be approved in advance by the Company in writing, within any budget limitations that may be specified in such approval.

     (g) Subject to the terms of this Agreement, Licensor shall, at its expense, cause the Real Properties to be maintained, landscaped, gardened and developed in a manner generally consistent with past practice; provided that the Company (i) shall be responsible for Company-approved costs associated with those business expenses set forth on Schedule A hereto, and (ii) shall reimburse Licensor for up to $100,000 in approved and documented household expenses associated with the Real Properties.

     (h) Notwithstanding any other provision of this Agreement, but subject to any employment or other agreement that Licensor may have from time to time with the Company, the license provided herein shall not prohibit Licensor or Martha Stewart from using the Lifestyle Intangible Asset to endorse products or engage in other business activities other than those covered by this Agreement, including the exclusivity provisions hereof.

     (i) Any sublicense by the Company of the Lifestyle Intangible Asset shall contain protections with respect to the Lifestyle Intangible Asset consistent with the terms hereof and shall acknowledge that such sublicensee does not obtain any ownership rights in, or goodwill to, the Lifestyle Intangible Asset.

     5.  Termination Trigger License . Upon a Termination Trigger, the Company shall automatically be deemed to have granted Licensor an exclusive, perpetual, worldwide, royalty free, sub-licensable license to use the Lifestyle Intangible Asset as, or as part of, a trademark, service mark or trade name, for any goods or services Licensor desires, to the extent, if any, that said mark or name is likely to cause confusion with or otherwise infringe or violate the Company’s rights in any mark or name the Company owns (the “ Termination Trigger License &#822