Cross-License Agreement (2002)Full Document 

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                     Cross-License Agreement

This  Agreement ("Agreement") is made and entered into as of  May
15,  2001, by and between All American Pharmaceuticals,  Inc.,  a
Montana  corporation, with offices at 1845  Main  St.,  Billings,
59105  ("Manufacturer") and Body Art & Science,  Inc.,  a  Nevada
corporation, with offices at 7324 Cheyenne, Suite #8, Las  Vegas,
Nevada, 89129 ("BAS").

                     BACKGROUND AND PURPOSE

A.    Manufacturer is a manufacturer and supplier of  nutritional
and related health care products.

B.    Manufacturer  desires to produce and manufacture,  and  BAS
desires   to   grant  Manufacturer  the  right  to  produce   and
manufacture, certain nutritional and related health care products
and  food  supplements using proprietary formulas for  which  BAS
bass  the exclusive right to use and license, and to use  certain
proprietary trademarks for which BAS has exclusive right  to  use
and license in connection with the private labeling of certain of
the  products, for supply back on an exclusive basis  to  BAS  or
other distributors or retailers designated or approved by BAS.

C.     BAS  desires  to  become  the  exclusive  distributor  and
supplier,  and  Manufacturer desires to grant BAS the  right  and
license  to  become the Manufacturer's exclusive distributor  and
supplier,  of certain other nutritional and related  health  care
products  using  the  proprietary formulas  of  Manufacturer,  or
otherwise   developed  by  Manufacturer,  and  to   use   certain
proprietary  trademarks of Manufacturer in  connection  with  the
distribution and supply of such products.

NOW,  THEREFORE,  in  consideration of the mutual  covenants  and
agreements  contained  herein,  Manufacturer  and  BAS  agree  as
follows:

1.   Definitions

     1.1.  "B-Products" means nutritional and related health care
     products  and  food  supplements for  which  BAS  holds  the
     exclusive  right  to use and license, made subject  to  this
     Agreement  and listed on the attached Exhibit  A,  or  later
     attached   by   Rider  to  Exhibit  A.  in   their   current
     formulations and any alternative formulations.

     1.2.   "B-Product   Information"   means   the   proprietary
     formulations,  information and know-how related  to  the  B-
     Products,  which is relevant to the manufacturing,  bottling
     or  packaging,  labeling,  storage  and  supply  of  the  B-
     Products, for which BAS holds the exclusive right to use and
     license,  and  which  is  licensed to  Manufacturer  by  BAS
     pursuant this Agreement.

     1.3.  "B-Trademarks"  means BAS's proprietary  marks  "SRA,"
     "Supplemental  Research  &  Advancement"  or  "Body  Art   &
     Science," or any other marks designated by BAS in Exhibit  A
     for  use  in connection. with. and the labeling  of  the  B-
     Products.

     1.4.  "M-Products"  means  Manufacturer's  nutritional   and
     related  health care products subject to this Agreement  and
     listed   on  the  attached  Exhibit  A,  in  their   current
     formulations and any alternative formulations.



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     1.5.    "M-Product    Information"   means    Manufacturer's
     proprietary  formulations, information and know-how  related
     to the M-Products, which is relevant to the distribution and
     supply  of  the M-Products and which is licensed to  BAS  by
     Manufacturer pursuant to this Agreement.

     1.6.  "M-Trademarks" means Manufacturer's proprietary  marks
     as  may  be listed in Exhibit A. for use in connection  with
     and the labeling of M-Products.

     1.7  "Products" means the B-Products and the M-Products.

     1.8   "Product Information" means the B-Product  Information
     and the M-Product Information..

     1.9. "Territory" means worldwide.

2.   License of Manufacturer

     2.1. License.  Pursuant to the terms of this Agreement,  BAS
     hereby grants Manufacturer the non-exclusive license to: (a)
     produce  and  manufacture the B-Products and, in  connection
     therewith, to bottle or otherwise package, label, store  and
     supply  the B-Products back to BAS or its designee, and  (b)
     to   use  the  B-Product  information  in  connection   with
     producing,  manufacturing, bottling or packaging,  labeling,
     storage  and supply of the B-Products.  BAS shall  have  the
     exclusive right to designate or approve the recipient of the
     finished  B-Products  irrespective  of  the  brand  name  or
     trademark  used  to label such B-Products,  which  recipient
     shall  be  BAS  or a distributor or retailer  designated  or
     approved  by  BAS.  Manufacturer acknowledges  that  the  B-
     Products subject to this Agreement are not inclusive of  all
     of  the  nutritional  and  health  care  products  and  food
     supplements, or formulations thereof, in which BAS  may  own
     or  hold  the  right  to  use and license,  but  only  those
     products and food supplements and formulations thereof which
     the  parties  have  expressly agreed  are  a  part  of  this
     Agreement.

     2.2. Grant of Trademark License.  BAS grants to Manufacturer
     the  non-exclusive right and license to use the B-Trademarks
     and related goodwill in connection with the private labeling
     of  certain of the B-Products for exclusive license back  to
     and  distribution  by  BAS  or  a  distributor  or  retailer
     designated or approved by BAS.  Manufacturer shall use the B-
     Trademarks  in  accordance  with  customary  good  trademark
     practice,  and shall not take any action that would  in  any
     manner  impair or detract from the value of the B-Trademarks
     or  the  goodwill  and  reputation,  of  BAS.   Manufacturer
     acknowledges BAS's ownership of the B-Trademarks and related
     goodwill.  Manufacturer shall use the B-Trademarks  only  in
     the form and manner and with appropriate legends as approved
     from  time  to  time  by BAS, and shall not  use  any  other
     trademark  or  service  mark  in  combination  with  the  B-
     Trademarks without prior written approval of BAS.

3.   License of BAS

     3.1.  License.   Pursuant to the terms  of  this  Agreement,
     Manufacturer hereby grants BAS the exclusive license to: (a)
     distribute,  on  a  wholesale or retail basis,  and  conduct
     related marketing efforts for the M-Products; and (b) to use
     the   M-Product   Information   in   connection   with   the
     distribution of the M-Products.  BAS acknowledges that the M-
     Products  subject  to this Agreement  are  not  all  of  the
     nutritional  and health care products and food  supplements,
     or  formulations thereof, for which Manufacturer may own  or
     hold  the  right to use and license, but only those products
     and  food  supplements, and formulations thereof  which  the
     parties  have expressly agreed are a part of this Agreement.
     In  the  event Manufacturer, at any time during the term  of
     this  Agreement develops any new nutritional food  products,
     food  supplements  or  formulations thereof  which  are  not

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