TRADEMARK CO-EXISTENCE AGREEMENT

This trademark co-existence agreement (hereinafter "AGREEMENT") is made and entered into on this day of , 2012, by and between ALPHA, INC., a corporation organized under the laws of the State of Virginia, having an address at 205 N 2nd Street, Richmond, VA 23241, (hereinafter "ALPHA"), and BETA, INC., a corporation organized under the laws of the State of West Virginia and having address at 513 E Main Street, Charlottesville, VA 22902 (hereinafter "BETA"). WHEREAS ALPHA has produced and sold for many years, throughout the United States and abroad, by itself and through various retailers, including Walnut Stores, and licensing agents, including We R Toys, toys, clothing, decorative banners, dinnerware and mugs, growth charts, stationery, books, magnets, ornaments, candy and fragrances. WHEREAS ALPHA is the owner of the trademark ALPHA used on toys, clothing, decorative banners, dinnerware and mugs, growth charts, stationery, books, magnets, ornaments, candy and fragrances, and in connection with its website www.ALPHA.com. ALPHA also owns U.S. Registration No. 2,123,456 for the standard character mark ALPHA, covering "toys and games, namely- a construction/puzzle toy featuring sculptured pieces" in Class 28. WHEREAS ALPHA is also the owner of a stylized mark consisting of the word ALPHA with an uppercase letter "AL" presented in horizontal stripes, proceeded by a uppercase letters "PH" and lowercase letter "a", also used on toys, clothing, decorative banners, dinnerware and mugs, growth charts, stationery, books, magnets, ornaments, candy and fragrances, and in connection with its website, www.ALPHA.com. ALPHA also owns U.S. Registration No. 2,654,321 for the design plus word mark covering "toys and games, namely- a construction/puzzle toy featuring sculptured pieces" in Class 28. WHEREAS BETA is the owner of the trademark ALPHAWEAR, which has been used since March 30, 2006 in connection with baby carriers worn on the body and slings for carrying infants. BETA owns U.S. Registration No. 3,123,456 for the standard character mark ALPHAWEAR covering "baby carriers worn on the body and slings for carrying infants" in Class 18. WHEREAS BETA is also the owner of a stylized mark ALPHA WWW.ALPHAWEAR.COM consisting of a butterfly with hearts, proceeded by the word ALPHA with a heart in the middle of the first letter "A", and further proceeded by the website address WWW.ALPHAWEAR.COM (hereinafter the "ALPHAWEAR LOGO") used in connection with baby carriers worn on the body and slings for carrying infants. BETA owns U.S. Registration No. 3,654,321 for the mark ALPHAWEAR LOGO, covering "baby carriers worn on the body and slings for carrying infants" in Class 18. WHEREAS each party, ALPHA and BETA, wishes to enter into a Co-existence Agreement to prevent likelihood of confusion between their respective trademarks.

CO-EXISTENCE AGREEMENT PARTIES: ALPHA, INC and BETA, INC. NOW, THEREFORE, for the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties state and agree as follows: 1. BETA agrees not to object to, oppose, or otherwise seek to limit in any way ALPHA's use of the trademark ALPHA in connection with toys, including play sculpture and building sets, plush toys and books, stackable toys, rattles and teethers, links, puppets, mobiles, play mats, and cards; clothing items and accessories, including sleepers, onesies, pajamas, slippers and other sleepwear, briefs, undershirts, socks, stockings, shoes, t-shirts, tank tops, shirts, blouses, shorts, pants, skirts, dresses, sweatshirts, sweat suits, sweaters, jackets, coats, hats, caps and other headwear, scarves, wraps, bathing suits, beachwear, beach cover-ups and other swim wear and body suits, aprons, wallets, backpacks, purses, shopping bags and the like; household items, including coasters, tablecloths, placemats, floor mats, rugs, and pillows; decorative banners and streamers; dinnerware, mugs and other earthenware; growth charts; stationery, books, stickers, magnets and ornaments; educational items, including creativity curriculums; candy; and fragrances. 2. BETA agrees not to object to, oppose, seek cancellation of, or otherwise seek to limit in any way present or future registrations owned by ALPHA for the trademark ALPHA covering toys, including play sculpture and building sets, plush toys and books, stackable toys, rattles and teethers, links, puppets, mobiles, play mats, and cards; clothing items and accessories, including sleepers, onesies, pajamas, slippers and other sleepwear, briefs, undershirts, socks, stockings, shoes, t-shirts, tank tops, shirts, blouses, shorts, pants, skirts, dresses, sweatshirts, sweat suits, sweaters, jackets, coats, hats, caps and other headwear, scarves, wraps, bathing suits, beachwear, beach cover-ups and other swim wear and body suits, aprons, wallets, backpacks, purses, shopping bags and the like; household items, including coasters, tablecloths, placemats, floor mats, rugs, and pillows; decorative banners and streamers; dinnerware, mugs and other earthenware; growth charts; stationery, books, stickers, magnets and ornaments; educational items, including creativity curriculums; candy; and fragrances. 3. BETA agrees to never use or seek registration for the mark ALPHA, in connection with toys, including play sculpture and building sets, plush toys and books, stackable toys, rattles and teethers, links, puppets, mobiles, play mats, and cards; clothing items and accessories, including sleepers, onesies, pajamas, slippers and other sleepwear, briefs, undershirts, socks, stockings, shoes, t-shirts, tank tops, shirts, blouses, shorts, pants, skirts, dresses, sweatshirts, sweat suits, sweaters, jackets, coats, hats, caps and other headwear, scarves, wraps, bathing suits, beachwear, beach cover-ups and other swim wear and body suits, aprons, wallets, backpacks, purses, shopping bags and the like; household items, including coasters, tablecloths, placemats, floor mats, rugs, and pillows; decorative banners and streamers; dinnerware, mugs and other earthenware; growth charts; stationery, books, stickers, magnets and ornaments; educational items, including creativity curriculums; candy; and fragrances. 4. ALPHA agrees not to object to, oppose, or otherwise seek to limit in any way BETA's use of the trademark ALPHAWEAR in connection with baby carriers and slings, nursing covers, burp cloths, and wet bags.

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CO-EXISTENCE AGREEMENT PARTIES: ALPHA, INC and BETA, INC. 5. ALPHA agrees not to object to, oppose, or otherwise seek to limit in any way BETAs use of the ALPHAWEAR LOGO, in its entirety, in connection with baby carriers and slings, nursing covers, burp cloths, and wet bags. 6. ALPHA further agrees not to object to, oppose, seek cancellation of, or otherwise seek to limit in any way present or future registrations owned by BETA for the trademark ALPHAWEAR or ALPHAWEAR LOGO covering baby carriers and slings, nursing covers, burp cloths, and wet bags. 7. ALPHA agrees to never use or seek registration for the marks ALPHAWEAR and ALPHAWEAR LOGO, in connection with baby carriers and slings, nursing covers, burp cloths, and wet bags. 8. ALPHA and BETA (hereinafter "the PARTIES") agree that, given disparate channels of trade, different targeted consumers, and dissimilar focus of the PARTIES' goods and services, the PARTIES have determined that their respective uses of their respective marks are not likely to cause any confusion, mistake, or deception as to the source or sponsorship of each of the PARTIES ' goods and services. 9. The PARTIES agree that in the event that any confusion arises, the PARTIES will cooperate and find ways to eliminate or minimize the confusion at any time by the purchasing public in packaging, advertising, and use of their respective marks on their respective goods, without the obligation for either one of the PARTIES to cease or further restrict their respective uses of their respective marks. 10. The PARTIES hereto agree that the terms and conditions of this agreement or any part thereof may only be amended in writing executed by both PARTIES. 11. This agreement contains the complete understandings of the PARTIES in relation to the subject matter hereof; 12. If any of the terms of this agreement are held to be unlawful by a court of competent jurisdiction, such a finding shall in no way affect the remaining obligations of the PARTIES hereunder; 13. This agreement shall be binding upon the PARTIES and their successors and assignees and all others acting by, through, or with them, or under their direction or in privity with them; 14. This agreement is freely assignable or transferable by either of the PARTIES without the written consent of the other, provided such assignment is made in conjunction with the assignment of that party's respective trademark as recited herein; 15. The PARTIES represent and warrant that they have the capacity and right to enter into this agreement; and

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CO-EXISTENCE AGREEMENT PARTIES: ALPHA, INC and BETA, INC. 16. This agreement shall be executed in duplicate, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. 17. This agreement shall be construed and the relationship of the parties determined in accordance with the laws of the State of Virginia. WHEREFORE, the PARTIES state that they have read the foregoing agreement and consent and agree to be bound by its terms and conditions, to which they set their hand and seal below: ALPHA, INC. BETA, INC.

Date:

Date:

Name: Buddy Big

Name: Stanley Small

Position: President/Owner

Position: President/Owner

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