TRADEMARK LICENSE AGREEMENT AND OPTION TO PURCHASE

actually payable by P&G, which generally speaking means the net sales of the brand as regularly reported in the local financial statements.

2.7            “Products” shall mean all products using the Licensed Mark in the Field of Use.

2.8            “Quarter” shall mean any three month period beginning on any January 1 and ending on the next March 31, beginning on any April 1 and ending on the next June 30, beginning on any July 1 and ending on the next September 30, beginning on any October 1 and ending on the next December 31, provided however that the first Quarter for the purposes of this agreement shall begin on the Effective Date and end on the earliest of the next March 31, June 30, September 30 or December 31.

2.9            “Territory” shall mean Russia, Ukraine, Belarus, Lithuania, Estonia, Latvia, Mongolia, Kazakhstan, Uzbekistan, Armenia, Azerbeijan, Georgia, Kyrgystan, Tadjikistan and Turkmenistan.

2.10          “Trigger Point” shall mean the annual Net Sales in the Territory from January 1, 2005 through December 31, 2005 expressed in U.S. Dollars pursuant to Section 8.5.

ARTICLE III

GRANT OF LICENSE

3.1            Licensor grants to Licensee a non-transferable, exclusive license in the Territory, with the right to sublicense subject to the terms and conditions of this Agreement, as further defined in Article XV hereinafter, to manufacture, market, use, sell and distribute Products in the Territory in any or all distribution channels.

3.2            During the Term of the License and any extension thereof Licensee shall employ commercially reasonable efforts to commercialize the Products within the Territory.

ARTICLE IV

TERM

4.1            This Agreement shall be in effect from the Effective Date until December 31, 2015, unless terminated earlier pursuant to the terms of Article V (the “Term”).

4.2            The Agreement shall automatically be renewed for ten more Contract Years unless Licensee gives notice to Licensor eighteen (18) months prior to the end of the Term that Licensee does not wish to renew this Agreement.  Each additional Contract Year shall also be deemed to be part of the Term.

4.2            This Agreement shall terminate as of the date set forth in Section 4.1 or 4.2.  After such termination of this Agreement, or after the termination of this Agreement for any reason in accordance with the provisions of Article V, Licensee acknowledges that, subject to Section 5.8 of this Agreement, it has no further rights under this Agreement or to the

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Licensed Mark or the license herein granted.

ARTICLE V

TERMINATION

5.1            Notwithstanding the other provisions of this Agreement, this Agreement shall be subject to termination by Licensor by written notice to Licensee, at any time selected by Licensor, following the occurrence of any one or more of the following events:

(i)             if Licensee shall commit any material breach of any representation, warranty, covenant, or agreement contained herein, and shall fail to remedy such breach within thirty (30) days after written notice to Licensee from Licensor of such breach; or

(ii)            if Licensee ceases to do business; or

(iii)           if Licensee fails to make any payments required by this Agreement on the date required, and such failure is not cured within thirty (30) business days of the date of notice of such failure, or

(iv)           if  Licensee becomes subject to any voluntary or involuntary insolvency, cession, bankruptcy, or similar proceedings, or an assignment for the benefit of creditors is made by the Licensee, or an agreement between the Licensee and its creditors generally is entered into providing for extension or composition of debt, or a receiver is appointed to administer the assets of the Licensee, or the assets of the Licensee are liquidated, or any distress, execution, or attachment is levied on such of its manufacturing or other equipment as is used in the production and distribution of the Products and remains undischarged for a period of thirty (30) days, or

(v)            if Licensee fails to achieve Net Sales (expressed in local currencies) of the Licensed Products in the Territory of 60% of the Trigger Point (expressed in local currencies) in any Contract Year.  In such an event, notwithstanding Section 6.5, Licensee would have the right to use other trademarks with the Licensed Mark as part of a transition or conversion to another trademark.

5.2            If Licensee exercises its Purchase Option pursuant to Article XVII, this Agreement shall Terminate as of the Closing (as defined in Article XVII).

5.3            Notwithstanding the other provisions of this Agreement, this Agreement shall be subject to termination by Licensee by written notice to Licensor, at any time selected by Licensee, if Licensor shall at any time commit any material breach of any of Licensor’s representations or warranties contained in this Agreement and such breach is not cured within thirty (30) days after written or receives notice of such breach from Licensee.

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5.4            In the event of expiration or termination of this Agreement for any reason whatsoever, Licensee shall execute any and all documents necessary to terminate of record any of Licensee’s rights hereunder, which documents shall be prepared by Licensor at its expense.

5.5            Termination or expiration of this Agreement shall not relieve either party of any obligations accruing prior to such termination or expiration, including the obligation of Licensee to pay accrued royalties and unpaid Minimum Royalties which had become due during the Term of Agreement and any extensions thereof.

5.6            Assumption and Rejection Under U.S. Bankruptcy Code.

(a)            Notwithstanding the foregoing and the provisions of Section 5.1, after any order for relief under the Bankruptcy Code is entered against the Licensee, the Licensee must assume or reject this Agreement within sixty (60) days after the order for relief is entered.  If the Licensee does not assume this Agreement within such sixty (60) day period, Licensor may, at is sole option, terminate this Agreement immediately by giving written notice to the Licensee, without further liability on the party of Licensor.  Licensee agrees that any payments due Licensor under this Agreement after any order for relief under the Bankruptcy Code is entered against the Licensee shall be entitled to treatment as administrative expenses under Section 503 of the Bankruptcy Code, and shall be immediately paid when due to Licensor, without the need for Licensor to file an application or motion in the Licensee’s bankruptcy case for payment of such administrative expenses.

5.7            Upon termination of this Agreement, subject to Section 5.9 of this Agreement, Licensee shall not use any of the written, printed, or graphic material on the package carton or inserts for any purpose without first obtaining the written consent of the Licensor, which consent may be withheld at Licensor’s sole discretion.

5.8            In the event of expiration or termination of this Agreement, Licensee shall immediately discontinue use of the Licensed Mark and shall not manufacture or import, nor sell, distribute or otherwise transfer, nor permit to be manufactured or imported, nor sold distributed or otherwise transferred, any additional Products, subject to Section 5.9 of this Agreement.

5.9            Upon termination or expiration of this Agreement, Licensee shall deliver to Licensor no later than thirty (30) days following expiration or termination of this Agreement, a statement indicating the number and description of Products on hand together with a description of all advertising and promotional materials relating thereto. If Licensee has complied with all the terms of this Agreement, including, but not limited to, complete and timely payment of  Royalties, and termination is not for cause, then Licensee may continue to distribute and sell its remaining inventory, on a non-exclusive basis only, subject to the payment of Royalties, for a period not to exceed nine (9) months following such termination or expiration (the “Sell-Off Period”).  Licensee may request an extension of up to six (6) months to sell its existing inventory which Licensor may or may not accept in its discretion.

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5.10          If at any time, Licensee is not properly using the mark on the Products, or on the labels or tags, or in advertising, or if the standard of quality of the Products does not conform to the standards set by Licensor, Licensor may give written notice to the effect, identifying in such notice the situation to which it objects.  Licensee shall have thirty (30) days after receipt of such notice to notify Licensor of the means by which Licensee intends to correct the situation to which Licensor has objected and if Licensee fails to complete such corrective action within forty-five (45) days, licensor may by further written notice to Licensee terminate this Agreement forthwith, and in which event, Licensee shall immediately discontinue use of the Licensed Mark and shall not thereafter adopt any conflicting or confusingly similar mark or symbol for use on any goods.

ARTICLE VI

LICENSEE’S OBLIGATIONS

6.1            Licensee shall be responsible for all costs of the manufacture and distribution of the Products.  If the Products shall be manufactured by a contract manufacturer, the contract manufacturer must comply with all the obligations of Licensee pursuant to this Agreement.  Licensee  shall be responsible for any breach of its obligations under this Agreement, even if the breach was actually committed by a contract manufacturer.

6.2            Licensee and its contract manufacturers shall comply with all applicable laws and regulations, including consumer protection and safety legislation, in importation of materials, manufacture, marketing and distribution of the Products and Licensor accepts no responsibility or liability for the noncompliance of Licensee or its contract manufacturers with any applicable laws and regulations.  Licensee shall be responsible for verifying compliance by its contract manufacturers with all applicable laws and regulations.

6.3            Licensee shall produce only a high quality product in accordance with appropriate Product specifications, Good Manufacturing Practices, and Licensee’s quality control and assurance procedures and policies. Licensee warrants that all Products shall meet or exceed industry standards, be free from defects, be fit for their intended purposes, and be produced, packaged and distributed in compliance with any and all applicable legislation and regulation including federal, state and local laws and regulations.  Licensee hereby guarantees that each shipment or other delivery of Products now or hereafter made by Licensee, as of the date of such shipment or other delivery, shall conform to the above requirements.  Licensor may conduct annual process audits with respect to the Product at mutually agreeable times to be arranged between the parties.

6.4            Neither Licensee nor its contract manufacturers shall engage in child labor practices or in unfair labor practices, and Licensee shall be responsible to verify compliance by its contract manufacturers.  For purpose of this section, the term “child” shall mean any person younger than the age of completion of compulsory schooling, but in any event no person younger than the age of fifteen (15) shall be employed in the manufacturing, packaging, or distribution of the Products.

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6.5            Licensee shall feature the Licensed Mark as the predominant brand name on the Products and the Products’ case, container or package.  Licensee may use other trademarks with the Licensed Mark as a subnomen, but not as a transition or a conversion to another trademark.

6.6            Licensor shall have right, at its request, to review annually the Product specifications, packaging, advertising, promotional materials, sales and public relations materials as set forth below, but in no event shall such review rights reduce, mitigate or eliminate any of Licensee’s obligations under this Agreement.

ARTICLE VII

PROMOTION, SELLING, PACKAGING, MARKING

7.1            Licensee shall be responsible for all costs associated with the advertising and promotion of the Product conducted by Licensee.

7.2            Licensee shall pay and be responsible for the packaging design and artwork for the Product and all associated costs.

ARTICLE VIII

LICENSE FEES

8.1            As consideration for the rights and licenses granted herein, Licensee shall pay Licensor in the manner and upon conditions set forth in this Article:

8.2            Licensee shall pay Licensor each Contract Year royalties in the amount appearing below:
*** of Net Sales in Territory for Net Sales up to the Trigger Point and *** of Net Sales above the Trigger Point.

8.3            Any and all royalties accruing to the Licensor under the terms of this Agreement shall be paid by Licensee within forty-five  (45) days following the end of each Quarter of the Contract Year in which royalties have accrued.  In this regard, all moneys due as royalty payments under this Agreement shall be payable in United States Dollars by bank wire transfer of immediately available funds to the following account:

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Reference “Royalty COMET TM License CEEMEA:  For Royalty Period ()”, providing within the parentheses the period the royalties relate to, e.g., “(Third Quarter, 2002)”.  Confirmation via fax should be sent to:

Charles N. Jolly

Fax 914-524-6812

8.4            Within forty-five (45) days after the end of each Quarter, Licensee shall prepare and issue to Licensor verified reports for each Quarter in the English language showing separately:

A)    P&G’s invoice price by Product in each country;

B)     Itemized deductions for returns, regular trade and quantity discounts, insurance, duties, and sales or value added tax actually payable by P&G;

C)     Net Sales in U.S. Dollars showing the conversion from local currency; and

D)     The royalties accrued during the Quarter and payable to Licensor by Licensee.

Such reports shall be substantially in the format set forth in Exhibit B.

8.5            The U.S. dollar value of Royalties based on sales made in another currency shall be determined by first converting Net Sales in the currency of the country in which sale is made to equivalent United States Dollars and then applying the applicable royalty rate to the converted Net Sales.  The conversion rate used in such currency conversion shall be computed monthly as the average of the official local currency to U.S. Dollar exchange rate set by the central bank of the local country for the first and last days of the concerned month.

8.6            Any withholding tax or other tax of any kind that Licensee is required by applicable law or regulation to withhold and pay on behalf of Licensor with respect to the amounts payable to Licensor under this Agreement shall be deducted from said amount prior to remittance to Licensor; however, that with respect to any tax so deducted, Licensee shall give or cause to be given to Licensor such assistance, which shall include the provision of such documentation as shall be required by revenue authorities, as may be reasonably necessary to enable Licensor to claim exemption therefrom or obtain a repayment thereof and shall, upon request, provide Licensor with a certified copy of the withholding tax certificate as proper evidence of taxes paid on its behalf.

ARTICLE IX

AUDIT AND INSPECTION

9.1            Licensee shall keep and maintain at its regular place of business complete books and records of all transactions carried out by Licensee in connection with sales of Products and with this Agreement, including but not limited to accounting books and records, sales shipments, deduction and promotion ledgers, written policies and procedures, and general

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ledger entries (hereinafter collectively referred to as the “Records”). Licensee will keep an extract from its records showing gross sales of the Product and the direct or allocated deductions applied in arriving at Net Sales. For purposes of this Section 9.1 the Licensee’s principal place of business shall be deemed to be Geneva.

9.2            Licensee’s Records shall be subject to audit by Licensor during the full term of this Agreement and for three (3) years subsequent to the date of termination, as hereinafter provided.  For the purpose of ensuring verification of compliance by Licensee with all requirements of this Agreement, Licensor shall have the right to appoint an independent auditor, reasonably acceptable to Licensee, to inspect and audit the Records during regular business hours, provided that Licensor shall give to Licensee at least ten (10) days advance notice of its intention to do so.

9.3            If, further to such audit or inspection, Licensor should determine that the amount of royalties due was greater than the amount reported and/or paid by Licensee, Licensor shall promptly furnish to Licensee a copy of the examination report setting forth the amount of the deficiency, and showing, in reasonable det