SAMPLE AGREEMENT

COUNTY,, USA

THIS AGREEMENT, is made this _____ day of _____, 200_ by and
between _______________ having its principal place of
business at _______________________________,  hereinafter
referred to as DESIGNER, and PUBLISHER., having its
principal place of business at, PUBLISHER ADDRESS
hereinafter referred to as JCDI.

	WHEREAS Designer is a creator in the art, art needlework,
needlecraft, hobby and craft field, including, but not
limited to needlepoint, crewel, cross stitch, surface
stitchery, counted thread work, stamped goods, crochet,
knit, latch hook, and books, booklets, and kits, hereinafter
referred to as DESIGNS, which PUBLISHER desires to use and
reproduce in connection with the reproduction and sale of
books, booklets, kits, electronic media, and licensing to
third parties.
	Now, therefore, in consideration of the premises and
mutual promises and undertakings herein contained, and for
other good and valuable consideration, the parties do
mutually agree as follows:

FIRST, Exclusive License: Designer hereby grants to
PUBLISHER the exclusive license to use, reproduce,
distribute and sell Designer's Designs submitted to, and
accepted by, PUBLISHER in accordance with this Agreement
through the manufacture, sale, and distribution of books and
booklets (publications), kits, electronic media and
licensing to third parties. Designer shall furnish and
deliver to PUBLISHER a copy of the original of each of
Designer's Designs for approval by PUBLISHER and upon
approval, PUBLISHER shall execute and supervise the
completion of the aforementioned originals into a finished
condition suitable for proper publication, sale and/or
adaptation for licensing.

SECOND, Compensation: In consideration of the rights granted
by Designer to PUBLISHER, PUBLISHER agrees to pay Designer
as follows:
	Ten percent (10%) royalty on net wholesale sales of any
and all publications governed by this Agreement.
	 PUBLISHER agrees to pay Designer a six percent (6%)
royalty on net wholesale sales of any and all kits governed
by this Agreement.
	PUBLISHER agrees to pay Designer a five percent (5%)
royalty on net retail sales of any and all publications
governed by this Agreement.
	PUBLISHER agrees to pay Designer a three percent (3%)
royalty on net retail sales of any and all kits governed by
this Agreement.
	PUBLISHER agrees to pay Designer a ten percent (10%)
royalty on all revenues generated by the licensing in
electronic media and/or sub-licensing of any designs
governed by this Agreement.

As used herein, the term "net wholesale sales" shall mean,
for any period, gross sales by PUBLISHER to any entity
purchasing product for resale, less any returns. As used
herein, the term "net retail sales" shall mean, for any
period, gross sales by PUBLISHER to the end user of the
product, less any returns.

THIRD, Payment Schedule: Payments to the Designer shall be
made on the fifteenth (15th) of each month following the
close of each quarter, i.e., on April 15th, July 15th,
October 15th and January 15th, beginning with the first
quarter in which royalties are earned and continuing each
and every quarter thereafter for as long as PUBLISHER
continues to sell products governed by this Agreement.
PUBLISHER shall furnish to Designer a statement showing
total quantity of Designer's Designs sold, detailed by item
number and/or name, total receipts from sales, and the
royalties earned by Designer during the preceding quarter,
together with a check for such royalties, less any advances
PUBLISHER may have made. PUBLISHER agrees to keep adequate
books and records concerning all transactions used to arrive
at the royalties earned figure presented on all statements
furnished to the Designer. If Designer receives any
overpayment due to returns, PUBLISHER shall deduct the
overpayment from any further payment due, the deduction
schedule to be set at PUBLISHER's discretion.

FOURTH, Reservation of Rights: Nothing in this Agreement
shall in any way restrict PUBLISHER from entering into a
contract or agreement with any other entity for the design
of Designs during the term of this Agreement. Further, it is
agreed and understood between the parties that Designer
retains the right to contract with third parties to supply
Designs not previously submitted to PUBLISHER or ones which
have been rejected by PUBLISHER. Designer further agrees
that any Design submitted to and accepted by PUBLISHER will
not be published or licensed to any other entity during the
term of this Agreement.

FIFTH, Designer Credit: PUBLISHER agrees to use the name
___________ as Designer and to give sole design credits to
_____________ on any and all books, booklets, kits,
electronic media and licensed products sold by PUBLISHER
that contain Designer's Designs. Further, PUBLISHER agrees
to use only Designer's Designs in any book, booklet, or kit
published and sold by PUBLISHER containing or advertising
the ______________ credit.

SIXTH, Publication Procedures: PUBLISHER will review and
approve the proposed Designs for each publication, kit,
electronic media and/or licensing for subject and content
prior to final design submission.  Designer shall have the
option, at their expense, to supervise all book photography
sessions featuring Designer's Designs. Designer shall have
the option, at their expense, to supervise all press runs
featuring publications containing Designer's Designs. All
Designs governed by this Agreement are to be reproduced
exactly as submitted by Designer without any deviation
unless prior permission for alterations has been granted by
Designer. PUBLISHER bears all costs associated with the
production, manufacture, marketing, warehousing, shipping,
and sales expenses of Designs submitted in accordance with
this Agreement.

SEVENTH, Term: The term of this Agreement shall be for a
period of three (3) years beginning with the execution date
of this Agreement. This Agreement will renew automatically
for an additional three (3) year period on the same terms
and conditions unless either party gives written notice of
termination to the other within sixty (60) days prior to the
expiration date. In the event this Agreement is terminated
and/or not renewed, PUBLISHER shall pay royalties to
Designer as herein provided for as long as the Designs are
being sold by PUBLISHER. PUBLISHER, in its sole judgment,
shall determine when Designer's Designs executed within the
terms of this Agreement will no longer be sold by PUBLISHER.
All rights to Designs executed within the terms of this
Agreement shall revert to Designer 180 days after the last
on sale date by PUBLISHER of said designs, and PUBLISHER
will forever surrender any claims to revenues generated by
said Designs.

EIGHTH, Designer's Representations: Designer covenants and
warrants that all Designs furnished to PUBLISHER pursuant to
this Agreement are original Designs of Designer or that
Designer has obtained all rights thereto, and that Designer
has not infringed or copied the rights, titles or interests
of others. Any and all licensing fees due to a licensee of
Designer as a result of sales by PUBLISHER of Designs
submitted in accordance with this Agreement shall be the
sole responsibility of Designer. Designer further covenants
and agrees to hold PUBLISHER harmless against any claim made
against it as a result of the acts by the Designer, her
agents and employees, and further agrees that in the event
suit is filed against PUBLISHER arising out of such claims,
that Designer will pay all expenses of litigation incurred
by PUBLISHER for attorney's fees, court costs and other
legal expenses. Designer further agrees to pay all expenses
incurred by PUBLISHER in preparation and publication of said
Designs should Designs have to be removed from the market.
Designer warrants and represents that Designer has not
entered into and will not enter into any contract
inconsistent with the rights herein granted to PUBLISHER
during the term of this Agreement.

NINTH, Resolution of Disputes: All claims, disputes and
other matters in question arising out of or relating to this
Agreement or the breach of this Agreement shall be decided
by arbitration. Arbitration shall be conducted in accordance
with applicable rules of the American Arbitration
Association then in force unless the parties mutually agree
otherwise. One arbitrator shall be selected from a list of
qualified arbitrators furnished by the American Arbitration
Association by agreement of the parties. If the parties
cannot agree upon selection of an arbitrator within thirty
(30) days of being furnished a list of arbitrators, then
either may apply to a court of competent jurisdiction to
select the arbitrator. The award entered by the arbitrator
shall be final and the judgment may be entered upon it in
accordance with applicable law in the court having
jurisdiction thereof. Any award rendered by the arbitrator
shall be accompanied by written opinion of the arbitrator
giving the reasons for the award. Each party shall pay for
its own expenses of arbitration, and the expenses of the
arbitrator shall be equally shared, provided, if in the
opinion of the arbitrator, any claim or any defense or
objection thereto was unreasonable, of the other party
(including reasonable attorney's fees). Except for an action
to enforce the award of the arbitrator, each party hereby
waives and releases any right to institute a suit at law or
equity to enforce the provisions of this Agreement or to
seek recovery for any breach of any terms of this Agreement,
it being the intentions of the parties that all disputes
under this Agreement be resolved in accordance with the
arbitration provisions.

TENTH, Binding Effect: The provisions of this Agreement
shall be deemed binding upon the parties, their assigns,
legal representatives, successors in interest, receivers and
trustees. This Agreement shall constitute the entire
agreement between the parties hereto and supersede any and
all prior agreements between the parties, and no
modifications shall be effective and binding unless in
writing and signed by all of the parties hereto. If any
portion of this Agreement is deemed unenforceable in a court
of law, only that portion deemed unenforceable shall be
voided and the remainder of the Agreement shall remain in
force.

ELEVENTH, Governing Law: This Agreement and its provisions
are to be construed in accordance with the laws of the State
of _______ .

IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals on the date and year first written above.
________________________________________________
PUBLISHER, INC.
________________________________________________
WITNESS
________________________________________________
DESIGNER
________________________________________________
WITNESS