License Agreement

 

This License Agreement ("Agreement") is made on this fifth day of March 2003
between TOTU Ink, Inc., a Minnesota corporation, with offices at 3707
Fairlawn Drive, Minnetonka, Minnesota 55345 ("TOTU"), and Minnesota Science
Fiction Society, Inc. a Minnesota corporation ("Minn-StF").

 

WHEREAS, TOTU desires to license certain intellectual property from
Minn-StF; and

 

WHEREAS, Minn-StF is willing to license such intellectual property on the
terms and conditions herein stated,

 

NOW, THEREFORE, TOTU and Minn-StF agree as follows:

 

1.         Assets to be licensed.

            TOTU will license exclusive use of the name Tales of the
Unanticipated, which is owned by Minn-StF, for use as the name of, or in the
title of, publications that will be produced by TOTU.

 

2.         Consideration 

2.1       TOTU shall assume all debts that have been incurred by Minn-StF
related to the past and future issues of Tales of the Unanticipated,
including the obligation to deliver future issues to subscribers who have
paid subscription fees to Minn-StF.

 

2.2       In each future issue of the periodical publication Tales of the
Unanticipated, TOTU will print, in readable typeface and in a prominent
location, the following text:

 

Tales of the Unanticipated was founded in 1986 by the Minnesota Science
Fiction Society, who served as publisher of the first 23 issues.

 

3.         Termination.

This Agreement shall become effective on the first date written above and
shall continue indefinitely without termination, unless otherwise terminated
as provided in this Section.

 

If TOTU does not publish an issue of the periodical publication Tales of the
Unanticipated that (1) is substantially devoted to science fiction or
related fiction, including fantasy and speculative fiction, and (2) contains
the notice described in paragraph 2.2, during any 24-month period, TOTU will
be considered in default and Minn-StF will have the right, upon notice to
TOTU, to terminate this agreement immediately.

 

Upon the termination of this Agreement the right of exclusive use of the
name Tales of the Unanticipated shall revert to Minn-StF.

 

 

 

4.         General Terms and Conditions.

4.1       Assignment. TOTU shall not assign any right or interest under this
Agreement without the prior written consent of Minn-StF. 

 

4.2       Choice of Law. The construction, interpretation and performance of
this Agreement and all transactions under this Agreement shall be governed
by the laws of the State of Minnesota.

 

4.3       Force Majeure. Neither party shall be held responsible for any
delay or failure in performance of any part of this Agreement to the extent
such delay or failure is caused by fire, flood, explosion, war, strike,
embargo, government requirement, civil or military authority, act of God, or
other similar causes beyond their control ("force majeure conditions").

 

4.4       Waiver. The failure of either party to insist in any one or more
instances upon performance of any terms or conditions of this Agreement
shall not be construed a waiver of future performance of any such term,
covenant, or condition but the obligations of either party with respect
thereto shall continue in force and effect.

 

4.5       Notices. Any notice, demand, acknowledgment or other communication
which under the terms of this Agreement or otherwise must or may be given or
made by any of the parties shall, unless specifically otherwise provided in
this Agreement, be in writing and shall be given or made by certified or
registered mail addressed to the respective parties as follows:

 

To TOTU:        TOTU Ink, Inc
                PO Box 8036
                Lake Street Station
                Minneapolis, MN  55408

 

To Minn-StF:   Minn-StF
               P.O. Box 8583
               Lake Street Station
               Minneapolis, MN 55408

 

Such notice, demand, acknowledgment or other communications shall be deemed
to have been given or made when deposited postage prepaid in the U.S. mail.
The above addresses may be changed at any time giving fifteen (15) days'
prior notice to the above provided address.

 

4.6       Section Headings. The heading of sections herein are inserted for
convenience only and are not intended to affect the meaning or
interpretation of this Agreement.

 

4.7       Severability. If any of the provisions of this Agreement shall be
deemed invalid or unenforceable, such invalidity or unenforceability shall
not invalidate or render unenforceable the entire Agreement, but rather the
entire Agreement shall be construed as if not containing the particular
invalid or unenforceable provision or provisions, and the rights and
obligations of the TOTU and Minn-StF shall be construed and enforced
accordingly.

 

4.8       Entire Agreement. The terms and conditions contained in this
Agreement supersede all prior oral or written understandings between the
parties, shall constitute the entire Agreement between the parties with
respect to the subject matter of this Agreement and shall not be
contradicted, explained or supplemented by any course of dealing between
TOTU and Minn-StF. This Agreement shall not be modified or amended except by
a writing signed by authorized representatives of TOTU and Minn-StF. 

 

 

IN WITNESS WHEREOF, TOTU and Minn-StF by their duly authorized officers or
representatives have executed and delivered this Agreement as of the date
set forth on the first page hereof.

 

 

 

TOTU Ink, Inc.                            Minnesota Science Fiction Society.

 

By     (signature)________________        By    (signature)________________

Name   Eric Heideman                      Name  Dean C. Gahlon_____________

 

Title      President                      Title ___________________________