Trademark License Agreement

set out in this Agreement) and license to use the Trademarks in connection with the distribution, sale, advertising and promotion of certain consumer electronics products, in the Territory, and to sub-license the Trademarks to third parties under which third parties will be able to use the trademarks in connection with the distribution, sale, advertising and promotion of certain consumer electronics products, for sale in the Territory, for the term of this Agreement, subject to Licensee’s payment to Licensor of the License fees stated in Schedule C.

1.0.2                         License Grant for Cinevision: Licensor hereby grants Licensee a non-transferable, exclusive, sub-licensable, limited rights and license to sell, distribute, advertise, promote, and sub-license consumer electronics products bearing Cinevision. Licensee agrees to sub-license CineVision on a royalty-free basis to TTE Corporation (“TTE”) under a separate letter agreement during the Term of this Agreement.

2                                           Trademark Usage

2.1                                  Markings: Licensee shall include all notices, markings, and legend as required by applicable laws, rules or regulations, or as reasonably requested in writing by Licensor, in order to give appropriate notice of Licensor’s trademark rights.

2.2                                  applicable Laws: Licensee shall comply with all applicable United States laws and other applicable laws, rules and regulations related to advertising and promotions or otherwise in connection with the Trademarks.

2.3                                  Licensor Ownership: Licensee acknowledges and agrees that:

2.3.1                         the Trademarks, and all goodwill associated therewith, are owned solely by Licensor; all use of the Trademarks shall inure solely to the benefit of and be on behalf of Licensor;

2.3.2                         the license granted herein is not intended to be and shall not be construed as an assignment to Licensee of any of Licensor’s right, title or interest in the Trademarks; and nothing herein confers on Licensee any right, title or interest in the Trademarks other than the limited right to use the Trademarks in accordance with this Agreement;

2.3.3                         Licensee shall not knowingly do or cause to be done. Or omit to do or be done, anything with the intention or impair the value of the Trademarks, or any of the rights of Licensor in the trademarks;

2.3.4                         Licensor retains the right to use or to license the use of the Trademarks for any business, goods or service, except specifically in connection with the Licensed Products sold in the Territory as expressly provided for in this Agreement;

2.3.5                         Upon termination of this Agreement, Licensee shall cease use of the Trademarks, unless otherwise expressly permitted herein; and

2.3.6                      Licensee’s foregoing acknowledgements, covenants and agreements shall survive the termination of this Agreement for any reason.

2.4                                  Restrictions on License: Licensor grants no rights to Licensee with respect to the trademarks other than those expressly granted herein. Without limiting the foregoing, Licensee agrees that it shall not directly or indirectly, at any time, anywhere in the territory:

2.4.1                         use any of the Trademarks in conjunction with any products other than the Licensed products, unless Licensor grants prior approval to Licensee on a case-by-case basis;

2.4.2                         use any of Licensor’s other trade names, trademarks, service marks or trade dress, that is other than the Trademarks in accordance herewith, unless Licensor grants prior approval to Licensee on a case by case basis;

2.4.3                         use any of the Trademarks in or as a company name or in combination with any other trade name, trademark, service mark or trade dress unless approved in advance in writing by Licensor grants prior approval to Licensee;

2.4.4                         use any trade name, trademark, service mark or trade dress which is confusingly similar to, or which would dilute, any of the Trademarks, unless Licensor grants prior approval to Licensee on a case-by-case basis;

2.4.5                         use the Trademarks in any way that would be in consistent with its use in connection with the Licensed Products;

2.4.6                         apply to register or own any registration of any of the Trademarks, except in furtherance of the purposes of this agreement;

2.4.7                         assign or transfer this Agreement or any interest in it in whole or in part without Licensor’s prior written approval, this Agreement being personal to Licensee.

3                                           Enforcement

3.1                                  Third Party Actions: If Licensee learns of any third party trade name, service mark, trademark or trade dress which is likely to cause confusion with or to dilute any of the trademarks or of any infringement by a third party of the Trademarks, Licensee shall promptly notify Licensor in writing describing in reasonable detail such confusion, dilution, or infringement of the Trademarks.

3.2                                  Licensor Bring Action: Licensor shall have the right in its sole discretion to decide what action, if any, to take and whether to institute and prosecute any actions or proceedings against such confusion, dilution or infringement of the Trademarks. Licensor agrees to defend and protect the trademarks.

3.3                                  Licensee Bring Action: If Licensor elects not to institute an action or proceeding, Licensee may do so only with the prior written approval of Licensor, which shall not be unreasonably withheld, and if Licensee is approved to bring an action or proceeding, Licensor agrees to assist Licensee if requested and/or required to do so (as an indispensable party) in such action or proceeding at licensee’s expense.

3.4                                  Joinder of Licensee: If Licensor elects to institute and action or proceeding, it may do so in its own name alone or may join Licensee as a party. In the event that Licensor elects to join Licensee as a party, Licensee shall not object to such joinder and all costs associated with Licensee’s joinder and participation in the action or proceeding shall be at Licensor’s expense.

3.5                                  Cost of Litigation: except as set forth herein, any litigation shall be prosecuted solely at the cost and expense of the party initiating same, and all sums recovered, whether by settlement, judgment or otherwise in excess of the amount of reasonable attorney fees and other out-of-pocket expenses, may be retained by the party initiating the litigation.

3.6.1                         Assistance: Upon request of the party initiating the litigation, and at its expense, the other party shall furnish all documents and information, execute all papers, testify on all matters and otherwise cooperate in prosecuting the liti