LICENSE AGREEMENT

Exhibit 10.10

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“Agreement”) is made as of the 26th day of February, 2003 (“Effective Date”) by and between AMERICAN BIRDING ASSOCIATION, INC., a corporation organized under the laws of the State of Texas, having offices at 720 West Monument Street, Colorado Springs, Colorado 80904 (hereinafter referred to as “ABA”), and THANKSGIVING COFFEE COMPANY, a corporation organized under the laws of the State of California, having an address of Post Office Box 1918 Fort Bragg, California 95437 (hereinafter referred to as “TCC”).

WHEREAS, ABA is a not-for-profit corporation which promotes recreational bird watching and awareness of environmental issues concerning birds; and

WHEREAS, TCC is engaged in the sale and distribution of coffee and coffee-related products; and

WHEREAS, ABA is the owner of the following trademarks registered with the United States Patent and Trademark Office, SONG BIRD (Reg. No. 2,399,506), AMERICAN BIRDING ASSOCIATION and Design (Reg. No. 2,026,292), and AMERICAN BIRDING ASSOCIATION (Reg. No. 2,071,212) as well as the following unregistered trademarks, AMERICAN BIRDING ASSOCIATION and Design, BIRDERS’ EXCHANGE and BIRDERS’ EXCHANGE and Design and all rights associated therewith; and

WHEREAS, ABA is the licensee under certain license agreements with Terry O’Nele and John Sill with rights to reproduce and distribute copies of, to prepare derivative works and to publicly display the following watercolor paintings, in whole or in part, and to sublicense and authorize others to do all of the foregoing:

(hereinafter referred to collectively as “the Works”); and

WHEREAS, ABA and TCC desire to promote the use of shade grown coffee to preserve and protect bird habitat; and

WHEREAS, TCC desires to license the use of certain of ABA’s trademarks in connection with the sale and distribution of TCC’s shade grown coffee.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises therein and hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of License.

1.1 During the term of this Agreement and subject to ABA’s rights, ABA hereby grants to TCC, and TCC accepts, an exclusive, worldwide, non-indemnified, royalty-bearing, limited term license to use the SONG BIRD trademark in accordance with the terms and conditions of this Agreement and only for the production, sale, advertising and promotion of shade grown coffee (hereinafter referred to as “Licensed Product”) on the Licensed Product and on packaging, advertising and written promotional materials used or distributed in connection with the Licensed Product, subject to the provisions of Sections 5 and 7.

1.2 In addition during the term of this Agreement and subject to ABA’s rights, ABA hereby grants to TCC, and TCC accepts, a non-exclusive, worldwide, non-indemnified, royalty-free, limited term license to use the AMERICAN BIRDING ASSOCIATION, AMERICAN BIRDING ASSOCIATION and Designs, BIRDERS’ EXCHANGE, and BIRDERS’ EXCHANGE and Design trademarks in accordance with the terms and conditions of this Agreement and only for the production, sale, advertising and promotion of the Licensed Product in conjunction with the SONG BIRD trademark on the Licensed Product and on packaging, advertising and written promotional materials used or distributed in connection with the Licensed Product, subject to the provisions of Sections 5 and 7.

1.3 In addition during the term of this Agreement and subject to ABA’s rights, ABA hereby grants to TCC, and TCC accepts, a non-exclusive, worldwide, non-indemnified, royalty-bearing, limited term sublicense to reproduce and distribute copies of, to prepare derivative works and to publicly display the Works, in whole or in part, only for the production, sale, advertising and promotion of the Licensed Product in accordance with the terms and conditions of this Agreement and only for the production, sale, advertising and promotion of the Licensed Product in conjunction with the SONG BIRD trademark on the Licensed Product and on packaging, advertising and written promotional materials used or distributed in connection with the Licensed Product, subject to the provisions of Sections 5 and 7.

1.4 The term of the license shall be for five (5) years commencing on the Effective Date, unless terminated earlier in accordance with the provisions of Section 11 below. TCC shall have the right to affix the SONG BIRD, AMERICAN BIRDING ASSOCIATION, AMERICAN BIRDING ASSOCIATION and Designs, BIRDERS’ EXCHANGE, and BIRDERS’ EXCHANGE and Design trademarks (hereinafter referred to as “Licensed Marks”) on or to the Licensed Product and on packaging, advertising and written promotional materials used or distributed in connection with the Licensed Product in accordance with the terms and conditions of this Agreement.

1.5 No other right, title, or license is granted hereunder, ABA retains all right, title and interest to the Licensed Marks and any goodwill associated therewith as well as its license rights to the Works.

2. ABA’S Representations, Membership Mailing List and Credits.

2.1 ABA warrants and represents that ABA has the right to grant to TCC all of the rights conveyed under this Agreement. TCC shall have no right, license or permissions except as herein expressly granted. All rights not specifically transferred by this Agreement are reserved to ABA

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2.2 From time to time, but no less then twice per year, during the term of this Agreement, ABA agrees to make available to TCC, at ABA’s expense, ABA’s then current membership mailing list for certain circumscribed activities aimed at increasing the market for the Licensed Product. In each instance ABA’s membership list shall be made available to TCC upon the mutual agreement of the parties for a one time use with respect to promoting the Licensed Product only, so long as this Agreement remains in full force and effect.

2.3. TCC shall identify ABA as the owner of the Licensed Marks and shall also place the web site address [www.americanbirding.org/Thanksgiving] on all packaging as such packaging is reprinted and in all publicity for the Licensed Product. This page shall explain the links between Song Bird Coffee and Birders’ Exchange. The Licensed Marks shall not be conjoined with any third party’s name without ABA’s prior express written permission.

3. Royalties and Statements of Account.

3.1 TCC agrees to pay ABA a nonrefundable royalty on all sales of the Licensed Product of Fifteen Cents ($0.15) per pound (16 ounces) of Licensed Product sold. On sale of Licensed Product in packages of less than one pound (16 ounces), TCC shall pay a nonrefundable royalty of Fifteen Cents ($0.15) per package (“Unit”). No cost incurred in the manufacture, sale, distribution, promotion or exploitation of the Licensed Product shall be deducted from any royalties due to ABA, with TCC to have the obligation and responsibility for all such costs. Royalties shall be deemed to accrue when TCC receives payment for the Licensed Product.

3.2 TCC shall furnish to ABA statements of royalties due for the periods ending December 31, March 31, June 30, and September 30 within thirty (30) days after each respective date. Within such thirty day period TCC shall pay ABA the amounts shown to be due on the statements. Each statement shall itemize the total number of Licensed Product identified by specific type of coffee used in connection therewith, and the total number of pounds and Units of Licensed Product sold by TCC during the quarter, and the total royalty due ABA for the period. In addition, TCC will provide ABA, within fifty (50) days after the end of each calendar year, a compliance certificate duly executed by one of TCC’s officers certifying that TCC paid to ABA all royalties due during the just concluded year. ABA will provide TCC, within fifty (50) days after the end of each calendar year, a certificate duly executed by one of ABA’s officers certifying the royalties paid by TCC to ABA during the just concluded year.

3.3. If ABA has not received the royalty payment as required by the foregoing Section 3.2 within thirty (30) days following the end of each calendar quarter, a monthly service charge of one-half percent (0.5%) shall accrue thereon and become due and owing from the date on which such royalty payment became due and owing.

4. Books and Records.

4.1 TCC agrees to keep complete and accurate books and records relating to the sale and other distribution of the Licensed Product and Related Licensed Products sold by TCC. TCC will preserve such books and records for at least five (5) years after the date of the royalty payment to which they apply. Such books and records will be open for inspection by representatives or agents of ABA at all reasonable times, with reasonable notice given. ABA will

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pay the costs incurred by its representatives or agents to examine TCC’s books and records. However, if there is an error adverse to ABA in TCC’s royalty accounting of more than five percent (5%) of the total royalties due for any year, then TCC will pay ABA within ten (10) days the costs incurred by ABA for such examination. TCC shall also pay ABA within ten (10) days the amount necessary to correct any error.

5. Quality of Licensed Product, Approval and Advertising.

5.1. TCC agrees that the Licensed Product shall be of the highest standard and quality and of such style and appearance as to be best suited to their exploitation to the best advantage and to the protection and enhancement of the Licensed Product and the goodwill pertaining thereto. The Licensed Product shall be manufactured, sold and distributed in accordance with all applicable national, state and local laws. TCC agrees to include an ABA membership application form provided by ABA in each shipment of the Licensed Product by TCC.

5.2. In order to insure that the development, manufacture, appearance, quality and distribution of the Licensed Product is consonant with ABA’s good will associated with its reputation, copyrights and trademarks, ABA shall have the right to approve in advance the quality of the Licensed Product and all packaging and literature for the Licensed Product.

5.3. TCC shall be responsible for delivering all items requiring prior approval pursuant to Section 5.2. without cost of ABA. ABA agrees not to withhold approval unreasonably.

5.4 TCC shall not release or distribute the Licensed Product without securing each of the prior approvals provided for in Section 5.2. TCC shall not depart from any approval secured in accordance with Section 5.2. without ABA’s prior written consent.

6. Exclusive and Nonexclusive Rights.

6.1 During the term of this Agreement, TCC shall not develop, promote, distribute or sell another brand of coffee in conjunction with any other birding organization.

6.2 Nothing in this Agreement shall be construed to prevent ABA from granting other licenses for the use of the Licensed Marks and/or Works, or from utilizing the Licensed Marks and