Date

Kathy Scott Licensing, ( KSL) AND Kathy Scott Licensing website, a sole proprietor and Agent for The Photographer and or Artist, or Agency for the Individual Photographer or ARTIST , known as The (Source ) of California USA, California USA.

Grant of License: PHOTOGRAPHER grants to KSL and its client. Publisher located in:

NON-Exclusive License for the UK and European Countries
Term: April 10, 2008 until December 31, 2009
Product: Inside Usage Only for Retail Wall Calendar

Photographer	Photo NO/Description	format submitted
name	Puppy 1000 black pug in red scarf	digital upload
name	Puppy 1001 black pug in red scarf	digital upload
name	Puppy 1002 black pug in red scarf	digital upload
name	Puppy 1003 black pug in red scarf	digital upload
name	Puppy 1004 black pug in red scarf	digital upload

Creditline to be printed on the Product: Year_______ Photo@ Artist's name represented by and supplied supplied by www.kathyscottlicensing.com

License Fee: Upon receipt of the payment from Publisher, Kathy Scott Licensing will pay the photographer One Hundred US Dollars per image ($100.00) for the Five( 5) Images to total Five Hundred and US Dollars ( $500.00) in full payment for the Images above listed under this Agreement.

Fee Due: $500.00

Samples: Upon receipt of the samples from Publisher, Kathy Scott will forward the samples free of charge to the photographer.

Indemnification: PHOTOGRAPHER shall indemnify, defend and hold KSL harmless from and against: All liability, and damages, attorneys’ fees and out of pocket expenses, from any allegations, claims, litigation or other actions against KSL arising directly or indirectly from or in connection with any use or publication of the Artwork/Photographs by KSL; and/or in connection with a breach of any representation or warranty set forth below.

Warranties of PHOTOGRAPHER: PHOTOGRAPHER represents and warrants that: PHOTOGRAPHER is the sole owner of all rights, titles, and interests, including, without limitation, copyrights, in and to all Photograph(s) licensed hereunder or is otherwise legally entitled to license the rights granted herein. PHOTOGRAPHER has the right, power, and authority to enter into this Agreement and perform his/her/its obligations hereunder.

PHOTOGRAPHER has obtained proper model releases for subjects in the Photograph(s).

The Photographer/Artist agrees and understand that the content listed here may have been supplied and uploaded digitally. KSL has no liability for the CDs supplied, the FTP sites coordinated, Zip Drive materials used or any other format used for transportation of the content. In the event that the format supplied by the Photographer/Artist directly to the Client or by way of KSL through the website or other way is not suitable for the manufacture of the product, this Notification may be cancelled without any fees paid to the Source.

Liability for Non-Return: Due to the large number of Photographs handled and stored at KSL, KSL cannot obtain insurance for any commercially reasonable cost. Accordingly, PHOTOGRAPHER specifically agrees not to hold KSL financially responsible for any Photographs it cannot retrieve, for any reason, at the termination of this Agreement.

PHOTOGRAPHER is advised to either insure or duplicate any Photographs he/she submits to KSL for his/her protection. KSL requires our clients to assume responsibility for the safety of all Photographs we submit to them until their safe return to KSL. Upon receipt of any payment for lost or damaged Transparencies or Duplicate Transparencies from KSL’s clients, KSL will pay the amount of the loss or damage fee received, to the PHOTOGRAPHER.

This Agreement is agreed to is in addition to the agreement set forth on the Kathy Scott Licensing Website for Digital Content Usage. Please see the Usage Agreement for the Customers of KSL. This Agreement may not be modified, amended or otherwise changed in any respect except by a separate writing signed by both Parties and no trade customs or usage of the trade shall affect this Agreement or its conditions.

Termination: A Party shall not be deemed in breach of the Agreement until the complaining Party gives notice of the breach to the breaching Party and the breaching Party fails to cure the breach within 30 days after the giving of the notice, or if the breach is not reasonably curable within such 30-day period, then within a reasonable time, which shall be no longer than 60 days.

General Provisions: This Agreement shall be governed by the laws of California and shall bind and benefit the heirs, successors, assigns, and personal representatives of the Parties hereto. If any part of this Agreement is invalid or unenforceable, nonetheless, the rest of the Agreement shall remain fully valid and enforceable. No modification or amendment, nor any promise, waiver or representation (past, present or future) shall be valid or binding unless made in writing and signed by the Party to be bound thereby. Any disputes between the Parties shall be settled by binding arbitration in California, to be conducted by the American Arbitration Association in accordance with its rules.

The arbitrator's award, which shall be final, may be entered as a judgment in any court of competent jurisdiction. In all court proceedings between the Parties, such as court proceedings to enforce a binding award, the prevailing party shall be entitled to its reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

All applicable state and county sales tax are included in the fees set forth.

The Parties agree that this Agreement, as emailed shall constitute a validly executed Agreement.

AGENT Kathy Scott Licensing

PHOTOGRAPHER