High Times Holding Corp Form 253G1

Right of Publicity: Celebrity Promotion License Agreement

AGREEMENT made between Site Red, a corporation organized and existing under the laws of the State of , with a principal place of business at , , (hereinafter referred to as "Licensee") and Joe Smith, an individual residing at , , (hereinafter referred to as "Celebrity").

WHEREAS, Licensee intends to establish a Web site on the World Wide Web portion of the Internet, related to at www..com as set forth in Schedule A (hereinafter referred to as the "Web Site"); and

WHEREAS, Licensee wishes to license from Celebrity the right to use Celebrity's name and likeness in connection with the promotion of the Web Site.

NOW, THEREFORE, in consideration of the promises and covenants recited below, it is hereby agreed by and between Licensee and Celebrity as follows:

1. Grant

Celebrity hereby grants Licensee the world-wide non-exclusive license to use Celebrity's name, nickname, and alias as set forth in Exhibit A hereto (the "Name") and Celebrity's likeness, as attached hereto as Exhibit B (the "Likeness") in connection with the promotion of the Web Site.

2. Warranty

Celebrity hereby represents and warrants that he has not made any contract or commitment in conflict with this grant.

3. Non-competetion

Celebrity agrees that, during the term of this Agreement, Celebrity shall not grant a license for the use of his Name or Likeness in connection with the development or promotion of any Internet Web Site operated by any publisher or provider, other than Licensee, of information or editorial content related in whole or in part to Celebrity will have the fight to license his name or likeness for any other purpose at any time.

4. Term

The license granted pursuant to this agreement will commence on the date this Agreement is executed by Celebrity and will terminate () years thereafter.

5. Photographs

Celebrity hereby acknowledges that he has reviewed, and has approved the use of the photographs of Celebrity attached hereto as Exhibit B (the "Photographs") for Licensee's use hereunder. The parties hereby acknowledge that while use of Celebrity's photographs attached as Exhibit B is at Licensee's sole discretion, Licensee will not alter the Photographs or use any other photographs of Celebrity without Celebrity's prior written approval.

6. No Personal Services

Celebrity will be under no obligation to render any personal services to Licensee in connection with the promotion of the Web Site. Celebrity, however, agrees to use his good faith efforts to comply with any reasonable request of Licensee for personal services in connection with the promotion of the Web Site. In such case, Celebrity will receive such additional compensation as mutually agreed to by the parties.

7. Scope of Use

Use of Celebrity's Name and Likeness in connection with the promotion of the Web Site will be limited to electronic media, and to periodicals, newspapers, television broadcasting, printed catalogs and direct mail materials. Licensee shall not use Celebrity's name or Likeness as a component of the Web Site without Celebrity's prior written approval.

8. Compensation

If Licensee offers any compensation or consideration in kind, or grants any right to compensation or consideration in kind, to any other entity which provides materials to Licensee for use on the Web Site, it is understood and agreed that Licensee shall make such payments and/or grant such rights to Celebrity in respect of the rights granted herein. Licensee represents that as of the date of this Agreement, Licensee has not agreed to pay any compensation or consideration in kind in exchange for content to be made available on the Web Site.

9. Accounting

Licensee shall keep complete, clear and accurate records of all information related to fees and net sales. Celebrity shall have the right, at its own expense, to cause an independent certified public accounting firm reasonably acceptable to Licensee to examine Licensee's books and records during business hours, but not more than once a year, in order to verify the accuracy of Licensee's calculation of Celebrity's royalties. Such accounting firm shall not disclose to Celebrity any information other than the verification of the accuracy of the payments of the compensation hereunder.

10. Cessation of Use

Except as otherwise specified herein, upon the expiration of this license or any extension thereof, or upon its sooner termination, Licensee shall discontinue the use of Celebrity's name and likeness.

11. Breach

If Licensee defaults in the payment of compensation hereunder, or breaches any other term hereof, Celebrity will have the right to serve Licensee with a written notice of termination. Licensee will then have a period of thirty (30) days from the receipt of such notice to remedy the default or breach. If Licensee fails to do so, then upon the expiration of the thirty (30) days, the license herein granted will automatically cease.

12. No Assignment

This Agreement and the rights and duties hereunder shall not be assignable by Licensee except upon written consent of Celebrity.

13. Sales After Expiration

Upon the expiration of this agreement or any extension thereof, Licensee shall have the right, provided Licensee has duly performed all its obligations hereunder, for a period of not more than ninety (90) days thereafter to dispose of the Web Site already produced and in Licensee's possession and control bearing Celebrity's name or likeness, subject to Licensee's continuing obligation to pay royalties thereon.

14. Waiver, Modification

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. The Agreement may not be modified or altered except by written instrument duly executed by both parties.

15. Governing Law

This Agreement and performance hereunder shall be governed by the laws of the State of , and Celebrity hereby consents to the exclusive jurisdiction of the courts of the State of or the federal courts sitting in County and waives any objection to such venue.

16. Entire Agreement

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof.