LICENSE AGREEMENT

Exhibit 10.48

The trade names “BBKO” and “Beats, Bouts and Knockouts” and all associated trademarks, service marks, goodwill, and business plans and prospective business arrangements relating to the sport of boxing relating thereto (collectively, the “ Property ”). In this regard, Licensor represents that it has applied for Federal trademark registration of the names “BBKO” and “Beats, Bouts and Knockouts,” as well as a stylized logo for “Beats, Bouts and Knockouts,” in International Classes 41 and 25 (Entertainment Services and Clothing). Such registration is pending and Licensor does not warrant that Federal trademarks will be issued.

Licensor hereby grants an exclusive license to Licensee, during the “Term” (as hereinafter defined), in and to the Property for the purposes of undertaking any and all business activities utilizing the Property in connection with the sport of boxing.

In this regard, Licensor represents that it has commenced negotiations with ESPN relating to the production of a series of boxing telecasts utilizing the Property, but no agreement has been reached regarding same as of the date hereof. Licensor agrees to cooperate with Licensor in attempting to conclude such agreement, but no representation is being made by Licensor that such agreement will be concluded or that ESPN will consent to Licensee being substituted for Licensor in connection with such services.

5. Term        

The term of this Agreement (“Term”) shall commence upon the date first written above and shall expire (unless sooner terminated in accordance with the provisions hereof) on the date ten (10) years thereafter.

6. Renewal Options:

The licensee shall have the option to renew the license agreement for four (4) additional 10 year terms by forwarding a payment of $100,000 in cash or stock, at the licensee’s option, for each 10- year extension. Licensee shall notify Licensor within 30 days prior to expiration of the licensing agreement.

7. Territory :  

Worldwide (“ Territory ”).

8. Advances and Guarantees:

Convertible note issued to Allan Brown, Richard Abramson, and Gene Simmons in the amount of $10,000 convertible into 10% of the Licensee or 200,000,000 free trading shares of Orbit Brands Corporation (“Orbit”). If said note is converted into Orbit Brands shares, the 10% ownership in the Licensee shall revert back to its parent company (Orbit).

Convertible note issued to David Baker, Andrew Shayne, Joe Cellura, Kevin Pelletier, and Joe Salvani (the “Consulting Group”) in the amount of $10,000 convertible into 10% of the Licensee or 200,000,000 free trading shares of Orbit. If said note is converted into Orbit shares, the 10% ownership in the Licensee shall revert back to its parent company (Orbit).

9.   Royalty Rate :  

In consideration of the license herein granted by Licensee, Licensee shall pay royalties (“Royalties”) to Licensor of an amount equal to 1 percent (1%) in year 1, 5 percent (5%) in year 2, and ten percent (10%) in years 3-10 of all gross amounts (including the monetary value of non-monetary consideration received by Licensee) (“Gross Receipts”) received by or applied to the account of Licensee or any “Related Party” (as hereafter defined) anywhere in the Territory in connection with Licensee’s activities utilizing and/or relating to the Property, including, without limitation, all Gross Receipts derived from any promotion of boxing events, management of boxing participants, presentation, production or licensing of televised boxing matches (and any exploitation of same by any means or in any media, now known or hereafter devised), merchandising activities, video games, so called “product integration” and product placement, sponsorship revenues or other commercial exploitation of any kind relating to the Property. “Related Parties” shall mean any affiliated, associated, parent, or subsidiary entity of Licensee and/or any sub-licensee of Licensee.

10.   Payment and Reporting:

10.1     Royalties shall be payable to Licensor on a quarterly basis during the Term and shall be accompanied by accounting statements in reasonable detail setting forth all Gross Receipts for the respective quarter and on a cumulative basis, as well as the source of all Gross Receipts. Such accounting statements and the accompanying Royalty payment shall be issued to Licensor no later than thirty days after the close of each calendar quarter during the Term. Licensee acknowledges and agrees that notwithstanding anything in herein contrary, its obligation to make payment of the Royalties shall survive any expiration of this Agreement

10.2     Royalties may be computed in the currency of the country where earned and paid to the Licensor in U.S. Dollars at the exchange rate as stated in the Wall Street Journal on the last day of the applicable calendar quarter accounting period. Licensee shall be solely responsible for all costs of any currency conversion to U.S. Dollars and such costs shall not reduce the amounts due to Licensor hereunder. Licensor’s acceptance of any accounting statement or payment of Royalties by Licensee shall not be a waiver of any of Licensor’s rights hereunder, including, without limitation, Licensor’s rights to recover amounts due as a result of errors in any accounting statement. Licensee shall promptly pay all such amounts upon Licensor’s request.

10.3   Licensee shall keep and maintain accurate books of account and records covering all transactions relating to this Agreement. Licensor or its designee shall be entitled to: Audit and inspect such books and records once per 12 month period and within 3 years of Licensee’s rendering thereof, during Licensee’s normal business hours, at its normal place of business, on normal business days and upon ten (10) days prior written notice to Licensee, and obtain copies and make its own summaries of such books and records. Licensee shall retain all such books of account and records for a minimum of three (3) years after expiration or termination of this Agreement and thereafter during the pendency of any claim by Licensee. If Licensor discovers any deficiency in any Royalties paid to Licensor for any period under audit (an “ Audit Deficiency ”), Licensee shall promptly pay such Audit Deficiency to Licensor and, if such Audit Deficiency is five percent (5%) or more of the Royalties owing to Licensor for the applicable audit period, Licensee shall, in addition to paying the Audit Deficiency, also reimburse Licensor for all costs and expenses incurred by Licensor in connection with such audit. Without prejudice to any other rights of Licensor hereunder, time is of the essence regarding all payments due hereunder and Licensee shall pay interest on any Audit Deficiency, as well as on all delinquent Royalty payments hereunder, at two percent (2%) plus the “prime rate” established by the Federal Reserve Bank in New York, compounded annually at the rate from time to time in effect and calculated from the date on which such payment was due but in no event at a higher rate than allowed by law.

11.   Goodwill:  

Licensee acknowledges that the Property contains substantial goodwill, and that Licensor is the sole owner of the Property, subject to the license hereby granted to Licensee. Licensee acknowledges and agrees that it shall not acquire any rights in and to the Property after the Term, and that any goodwill generated by Licensee’s use of the Property shall inure exclusively to the benefit of Licensor upon expiration of the Term or earlier termination hereof. Licensee shall not, during the Term, any extension and/or renewal thereof, or at any time thereafter, dispute or contest, directly or indirectly, Licensor’s ownership in and to the Property; the validity of any of the copyrights or trademarks pertaining thereto or Licensor’s ownership thereof, nor shall the Licensee assist or aid others whether directly or indirectly in doing so. Licensee shall not adopt or seek to register or take any action to use or establish rights in any name, mark, word (in any language), symbol, letter, or design which is confusingly similar to the Property.

12. Trademarks, Copyright, Patents, and Other Intellectual Property:  

Licensee shall have the right to register trademarks and/or claims to copyright for any design incorporating the Property as may be reasonably necessary. Any and all applications for registration or claims to copyright, where applicable, shall identify the Licensor as the copyright proprietor in the Property and all applications to register trademarks shall identify the Licensor as the trademark owner; and any and all trademark applications applied for in Licensee’s name in connection with the Property shall be automatically assigned to Licensor at the expiration of the Term or earlier termination hereof. Licensor shall execute all assignments and other documents deemed necessary by Licensor to effectuate the foregoing and hereby grant Licensor a power of attorney to executed on Licensee’s behalf any such assignments and othe