Lynnda Speer, Donor, et al. - Page 10

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          management expertise, and development skills of HSC in exchange             
          for 2 percent of its annual gross profits, in perpetuity, with 1            
          percent to be paid to Pioneer in return for providing the Local             
          Software and technical advice to HSN.  The shareholders also                
          agreed to restrict the activities of HSC to the Tampa Bay area if           
          HSN would agree to exclude itself from the Tampa Bay area.  This            
          agreement was reduced to writing in a License Agreement among               
          HSC, HSN, and Pioneer dated June 21, 1985.  The License Agreement           
          provided in pertinent part:                                                 

                    WHEREAS, the Licensor [HSC] has developed a                       
               localized cable displayed mass merchandising                           
               programming technique selling quantities of merchandise                
               at retail prices, and has developed an established logo                
               and trademark * * * and has developed through its                      
               computer services supplier, Pioneer Data, Inc., the                    
               necessary computer support and has developed                           
               warehousing, delivery, sales and logistical support,                   
               and has developed a corporate infrastructure                           
               experienced in dealing in all aspects of sales                         
               management and marketing * * *                                         
                        *     *     *     *     *     *     *                         
               The Licensors [sic] [HSC] hereby grant to the Licensee                 
               [HSN] the exclusive worldwide right and license to                     
               enjoy, commercialize and exploit the above described                   
               processes * * *  This right is inclusive of the right                  
               to exclusively use the trademark and Logo * * * and the                
               existing merchandising format and merchandising                        
               processes of Licensor [HSC].  * * *                                    
                        *     *     *     *     *     *     *                         
               Pioneer Data, Inc., which is the owner of the computer                 
               product [sic] which are part of the necessary computer                 
               programming to implement or service the above on a                     
               national format, shall join in this agreement but its                  
               services shall be the subject of a separate computer                   
               services agreement.                                                    




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