ANTIK DENIM, LLC LICENSE AGREEMENT

THIS AGREEMENT entered into by and between ANTIK DENIM, LLC, a California limited liability company, having its principal office at 5804 E. Slauson Avenue, Commerce, California 90040 ("Licensor") and  NORTH STAR, LLC, a California limited liability company having its principal office at 433  South Spring Street, Suite 301, Los Angeles, California 90013 ("Licensee") with reference to the following recitals:

WHEREAS, Licensor is the owner of certain proprietary rights in and to the intellectual property (trademarks, copyrights and pending patent) identified in Exhibit D (the "Property"). Licensor desires to license the Property; and

WHEREAS, Licensee wishes to use the "Property" upon and in connection with the manufacture, sale, marketing and distribution of the products described in the attached Exhibit A. The products described in the attached Exhibit A on which or in connection with which Licensee uses the Property shall hereinafter be referred to as "Licensed Product(s)".

NOW, THEREFORE, in consideration of the mutual promises of this Agreement, the parties agree as follows:

1.   GRANT OF LICENSE

(a)    Licensor grants to Licensee, subject to the terms and conditions of this Agreement, and subject to Paragraph 1(b) below, the right within the Territory for those Licensed Products on Exhibit A: (i) to use the Property upon the Licensed Products described in the attached Exhibit A and in connection with the Licensed Products' design, development, manufacture, sale, marketing and distribution to the general wholesale and retail trade; and (ii) to use the brand names copyrighted and/or trademarked to Licensor to merchandise the Licensed Products. Licensor reserves any rights, benefits and opportunities not expressly granted to Licensee under this Agreement.

(b)    Licensee shall have the immediate right to use the Property in connection with the marketing, sale and distribution of the Licensed Products within those countries in which the Trademarks are presently registered or where applications for registration are pending (as more fully set forth in Exhibit E) (collectively "Registered Territory"). In the event Licensee wishes to use the Property in connection with the marketing, sale and/or distribution of the Licensed Products outside of the Registered Territory, Licensee shall request that Licensor register certain Trademarks in such territory. Licensor, at its sole costs and expense, agrees to file an application for registration of Trademarks in the requested territory within thirty (30) days of receipt of Licensee's request, and to respond to any trademark examiner's inquiries or request for additional information within a timely manner.

(c)    In the event that Licensor is unable to register a Trademark in a requested territory because of the prior existence of a pending application or registration of that Trademark in the requested territory (or any mark similar thereto or derivative thereof) which is not owned by Licensor, then Licensor shall immediately notify Licensee in writing and such inability to register the Trademark shall not be deemed a breach of this Agreement by Licensor; provided, however, that Licensor attempted to file any such application for registration of the Trademark within thirty (30) days of receipt of Licensee's request therefore.

(a)   The license granted under this Agreement shall be worldwide (the ^" Territory ^" ).

(b)   In the event that Licensor fails to distribute product within a "Key Economic Territory" within twenty-four (24) months from the inception of this Agreement, Licensor shall have the option to carve out such Key Economic Territory from this Agreement, which action shall not be considered a breach of this Agreement by Licensor and, further, which action shall have no affect on the Minimum Guaranteed Royalties and Minimum Guaranteed Net Sales requirements as set forth in this Agreement. In the event that Licensor carves out any Key Economic Territory from the Agreement pursuant to this Section 2(b), Licensor shall be entitled to grant a license to a third party in such Key Economic Territory under any terms and conditions that Licensor deems appropriate under the circumstances. "Key Economic Territory" shall be defined to mean any of the following countries: United States, Japan, Korea, China, Canada, United Kingdom, Italy, France, Germany, Spain, Australia and Mexico.

(c)   In the event that Licensor fails to distribute product within a "Non-Key Economic Territory" within thirty (30) months from the inception of this Agreement, Licensor shall have the option to carve out such Non-Key Economic Territory from this Agreement, which action shall not be considered a breach of this Agreement by Licensor and, further, which action shall have no affect on the Minimum Guaranteed Royalties and Minimum Guaranteed Net Sales requirements as set forth in this Agreement. In the event that Licensor carves out any Non-Key Economic Territory from the Agreement pursuant to this Section 2(c), Licensor shall be entitled to grant a license to a third party in such Non-Key Economic Territory under any terms and conditions that Licensor deems appropriate under the circumstances. "Non-Key Economic Territory" shall be defined to mean any country that is not defined as a Key Economic Territory in section 2(b) above.

(d)   Notwithstanding the provisions of Sections 2(b) and (c) herein, Licensor shall only be entitled to carve out from this Agreement any Key Economic Territory or Non-Key Economic Territory if, at the time when such right accrues or at any time thereafter when Licensor elects to exercise this right, other products bearing the Property are being sold in such territory, either by Licensor or under license to a third party.

(a)   The parties agree that the term of this Agreement commenced on October 1, 2006 and will extend for an initial "First Term" of eighteen (18) months from October 1, 2006 through March 31, 2008 and will include four (4) one (1)-year  "Extended Terms", each of which is subject to Licensee's achievement of Minimum Net Sales as described below, unless this Agreement is earlier terminated pursuant to the provisions hereof.

(b)   Further Extensions of Term Beyond the Extended Terms. Upon expiration of the last Extended Term, this Agreement shall automatically renew for five (5) one (1) year renewal terms (the "Renewal Terms"); provided, however, that Licensee shall not have breached its obligations under Paragraph 4(c) of this Agreement during the preceding final year of the Extended Term or the immediately preceding Renewal Term, as the case may be, which breach has not been cured within thirty (30) days of notice thereof by Licensor. The Initial Term, Extended Terms and Renewal Terms are collectively referred to herein as the "Term".

4.   ROYALTIES

(a)   Licensee shall pay to Licensor royalty ("Royalty" or "Royalties") in accordance with the schedule set forth on Exhibit E hereto. Such Royalty shall be based on Net Sales of the Licensed Products. Such Royalty shall accrue when the Licensed Products are sold, distributed, billed and/or paid for, whichever occurs earlier. "Net Sales" shall mean gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts, freight charges and allowances actually shown on the invoice and, further, less any bona fide returns (net of all returns actually made or allowed as supported by credit memorandum actually issued to the customers) provided such returns do not exceed ten percent (10%) of gross sales per Calendar Year (for purposes of this section, a "Calendar Year" shall mean the twelve month period commencing on April 1 and ending on March 31 during each year of the Term, except for the First Term as defined in Section 3(a), which shall commence on October 1, 2006 and shall end on March 31, 2008). Costs incurred in the manufacturing, selling, advertising and distribution of the Licensed Products shall not be deducted nor shall any deduction be allowed for any uncollectible accounts or allowances. No deductions shall be made for any discounts not reflected on the invoice(s), or commissions, for taxes, fees, assessments, impositions, payments or expenses of any kind which may be incurred or paid by Licensee in connection with the transfer of funds or royalties or with the conversion of any currency into United States dollars.

(b)   Royalty payments shall be made by Licensee to Licensor on all Net Sales. With the exception of Licensed Products sold as close-outs and irregulars as provided in Paragraph 8(g),in the event that Licensee sells any or all of the Licensed Products to any affiliate of Licensee, including, without limitation, any individual(s), entity or entities in whole or in part controlled by Licensee, or having any relationship, contract or arrangement with Licensee with respect to any matter which affects, or is affected by, this Agreement, the invoice price used to determine Net Sales hereunder shall be the greater of either (a) the highest wholesale price that Licensee receives for such styles from independent third parties, or (b) the invoice price at which the Licensed Products are resold by such individual or entity to an unrelated customer in an arm's-length transaction.

(c)   Guaranteed Minimum Royalty: Licensee agrees to pay to Licensor a non-refundable "Guaranteed Minimum Royalty" listed below under "Guarantee", payable in quarterly installments on or before thirty (30) days following the end of each Royalty Period (as defined below), with the Guaranteed Minimum Royalty for the Initial Term payable upon execution of this Agreement, and with the next installment of the Guaranteed Minimum Royalty due for the quarter ending June 30, 2008. If, for any reason or no reason, this Agreement is terminated prior to full application of the payments as set forth below, within thirty (30) days following the termination of this Agreement, Licensor shall deliver an amount equal to the unused portion of any the Guaranteed Minimum Royalty.

(1)    Minimum Net Sales - During the First Term and for each of the Extended Terms, Licensee agrees to achieve "Minimum Net Sales" which sales shall result in minimum earned royalties as provided for in Paragraph 4 (c), which minimums shall equate the Licensee's Guarantee Minimum Royalty for the basis for renewal of the First Term and each of the Extended Terms. Licensee acknowledges that failure to pay Guaranteed Minimum Royalties would be a material breach of this Agreement and that failure of Licensee to achieve a performance margin within ten percent (10%) of the Minimum Net Sales is a material breach of this Agreement.

(2)    If pursuant to Paragraph 3(a), this Agreement is extended beyond the fourth (4 ^th ) Extended Term, and Licensee has not breached the terms and conditions of this Agreement during the preceding term, Licensee agrees that (a) the Guaranteed Minimum Royalty and Minimum Net Sales for any year thereafter shall increase by ten percent (10%) over the immediately preceding year. The Guaranteed Minimum Royalty for each year following the fourth (4 ^th ) Extended Term will be calculated based on the proper ratio of ten percent (10%) of Minimum Net Sales.

(3)    If upon termination or expiration of this Agreement the Royalties paid and/or payable by Licensee to Licensor during the Royalty Period is less than the Guaranteed Minimum Royalty for such Royalty Period, Licensee shall pay such difference to Licensor; provided, however, if this Agreement is terminated due to Licensor's default, in addition to any rights and remedies available to Licensee, Licensee shall only be responsible for Royalties earned under Paragraph 4 hereof up to the date of termination of this Agreement. Royalty payments shall be credited against the Guaranteed Minimum Royalty. In the event that during any Term, Extended Term or Renewal  (if Renewal is included, the actual payments for Royalties under Paragraph 4 hereof exceed the Guarantee with respect to that Term, no further Guaranteed Minimum Royalty Payments need be made for such Term.

(d) Licensor may impose a charge on all overdue payments at a rate equal to the lesser of one and one-half percent (1  ^I /2%) per month or the maximum rate allowed by law, without prejudice to any other rights of Licensor under this Agreement.

(e)   All of Licensee's obligations under this Paragraph 4 shall be performed without any right of Licensee to invoke set-offs, deductions and other similar rights.

5. ROYALTY PAYMENT AND REPORTING

(a)   Licensee shall pay the royalties based upon Net Sales in quarterly periods ending on the last days of June, September, December and March. Payments shall be received by Licensor on or before the thirty (30) day period after the end of each quarterly period (the "Royalty Period"). The last Royalty Period shall end on the last day of the Term, and the Sell-Off Period (as defined below), if any, shall be considered its own Royalty Period. At the time of payment, Licensee will also furnish to Licensor by way of electronic reporting forms, to be furnished by Licensor, all required information as requested on the electronic reporting forms (whether or not the sale of Licensed Products are subject to a royalty during the immediately preceding Royalty Period) and statements of other information as the electronic forms may require. Such electronic statements shall be furnished to the Licensor whether or not any Licensed Products have been shipped, distributed and/or sold and whether or not actual royalties have been earned during the preceding Royalty Period. Royalty statements will be certified true and correct by a duly authorized officer of Licensee if Licensee is a corporation or by a principal of Licensee if Licensee is a partnership or sole proprietor by submitting a hard copy to Licensor or by electronic signature via the Internet. Licensee shall follow instructions in Paragraph 25 of this Agreement for proper method of reporting electronic royalty statements. All payments to Licensor, as required by this Paragraph will be addressed to Licensor at the address provided in Paragraph 25. Neither the expiration nor the termination of this Agreement shall relieve Licensee from its royalty payment obligations.

(b)   All amounts to be paid by Licensee to Licensor under this Agreement shall be payable in United States currency according to a method directed by Licensor (including by electronic transfer) without deduction for taxes (including withholding taxes), levies, duties, imports, commissions, expenses or charges of any kind.

(c)   Neither the receipt nor acceptance by Licensor of any royalty payment or royalty statement shall prevent Licensor from subsequently challenging the accuracy or validity of such payment or statement.

(d)   During the term of this Agreement and for at least two (2) years following the termination or expiration of this Agreement, Licensee shall maintain at Licensee's principal office such books and records including but not limited to production, inventory and sales records (collectively "Books and Records") as are necessary to substantiate that (i) all statements submitted to Licensor hereunder were true, complete and accurate, (ii) all royalties and other payments due Licensor hereunder shall have been paid to Licensor in accordance with the provisions of this Agreement, and (iii) no payments have been made, directly or indirectly, by or on behalf of Licensee to or for the benefit of any Licensor employee or agent who may reasonably be expected to influence Licensor's decision to enter this Agreement or the amount to be paid by Licensee under this Agreement. (As used in this Paragraph, "payment" shall include money, property, services, and all other forms of consideration.) All Books and Records shall be maintained in accordance with generally accepted accounting principles consistently applied. During the term of, and for two (2) years after the termination or expiration of this Agreement, the Books and Records shall be open to inspection, audit and copy by or on behalf of Licensor during business hours, and upon reasonable notice which shall not be less than ten (10) business days. If any such audit reveals a discrepancy between the royalties owed Licensor and the royalties Licensee paid, Licensee shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1  ¹ /2%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensee shall reimburse Licensor upon demand for the cost of such audit including any reasonable attorneys' fees in connection therewith. If any such audit reveals that Licensee has paid to Licensor an overpayment of royalties, Licensor shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1 ¹ /2%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensor shall reimburse Licensee for any reasonable attorneys' fees in connection therewith.

6. MARKETING AND DISTRIBUTION

(a)    Any promotional material proposed to be used in solicitation or marketing efforts must have the prior approval of Licensor in accordance with the procedures in Paragraph 8. For purposes of this Section 6(a), the following items shall not be deemed promotional materials: (a) items associated with Licensee's corporate identification, such as business cards, letterhead, invoices; (b) line sheets used internally by Licensee's sales force; (c) look books created for use by Licensee's sales and marketing departments, but not intended for distribution to retailers or consumers; and (d) press kits consisting of press clippings, tear sheets, copies of advertisements, etc.

(b)    Licensee shall diligently and continuously market and distribute the Licensed Products in the Territory and will use its best efforts to make and maintain adequate arrangements for the marketing and distribution necessary to meet the demand for the Licensed Products in the Territory.

(c)    Licensee agrees to use its best efforts to produce quantities of the Licensed Products sufficient to supply promptly the reasonably foreseeable demand for the Licensed Products.

(d)    If after one (1) year, Licensee or its sub-licensees has failed to distribute any of: (i) the Exclusive Licensed Products, (ii) the Price-Point Products at the specified Price Points on Exhibit A, or (iii) the Exclusive Distribution Licensed Products at the Distribution Channels specified in Exhibit A, then such exclusivity grant with respect to the product, price point or distribution channel shall become non-exclusive. Licensee and its sub-licensees may continue to design, develop, manufacture, sell, market, and distribute any such Licensed Products on a non-exclusive basis, to fulfill that particular product, price point or distribution channel that has become non-exclusive by virtue of this provision and Licensor and its third party licensees will have all rights to design, develop, manufacture, sell, market and distribute on a non-exclusive basis any such Licensed Products that Licensee previously held which became non-exclusive by virtue of this provision.

7.    SALE OF LICENSED PRODUCTS TO LICENSOR

(a) Licensee agrees to sell to Licensor the Licensed Products in such quantities, as Licensor may need in connection with its retail activities. All sales by Licensee to Licensor of Licensed Product(s) shall be on terms at least as good as those given by Licensee to any of its customers such that the Licensor can purchase the Licensed Product(s) from the Licensee at a price never to exceed the lowest price offered to any other customer of the Licensee and on such other terms that are as good as the most favorable terms given to any other customers of the Licensee.

8.    QUALITY AND APPROVAL

(a)    Purpose of Quality Control.

In order to maintain the quality reputation of the Property, all Licensed Products and promotional or packaging material relating to the Licensed Products must have Licensor's approval, not to be unreasonably withheld.

(b)    Design/Concept Approval.

Licensee shall submit to Licensor for approval, not to be unreasonably withheld, pre-production submittals consisting of concepts, designs, line drawings or sketches and finished artwork, as the case may be, with respect to any proposed Licensed Products or promotional or packaging material relating to the Licensed Products ("Concept Submittal(s)"). Once Licensor has approved the concept for a Licensed Product, Licensee shall be entitled to create prototypes which Licensee may then use to solicit orders for such Licensed Products. Licensee shall not manufacture, or distribute any promotional or packaging material relating to the Licensed Products before obtaining Licensor's approval of Concept Submittals for each such Licensed Product. If Licensor fails to communicate its approval or disapproval of any Concept Submittal within five (5) days after receipt of Licensee's submission, Licensor shall be deemed to have disapproved such Concept Submittal.

(c)    Pre-Production Approvals.

Licensee shall submit to Licensor for approval, not to be unreasonably withheld, printed or embroidered strike-off or pre-production samples for any proposed Licensed Products ("Sample Submittal(s)"). Licensee shall not manufacture, or distribute any Licensed Products before obtaining Licensor's approval of the Sample Submittals for each such item. If Licensor fails to disapprove any Sample Submittal within five (5) days after receipt of Licensee's submission, Licensor shall be deemed to approve such Sample Submittal.

(d)    Quality Maintenance.

Licensee shall maintain the same quality in the Licensed Products and promotional and packaging material relating to the Licensed Products produced as in the Sample Submittals approved by Licensor. Upon commencement of manufacture and distribution of the

Licensed Products and/or promotional and packaging material relating to said Licensed Products after all required approvals have been given by Licensor, Licensee shall submit, at its own cost, three (3) sets of the production samples of the Licensed Products and/or promotional and packaging material to Licensor. In the event that a Licensed Product is produced in more than one color or finish, then Licensee shall provide at least one production sample of each color and/or finish, but in no event shall Licensee provide less than three production samples of any particular Licensed Product. If the Licensed Product(s) and/or promotional and packaging material utilize third party participant artwork, three (3) additional production samples are required for the participant, which may be comprised of assorted colors and/or finishes. Licensor may, from time to time, request that Licensee submit to Licensor, at Licensee's cost, up to six (3) additional sets of production samples of any Licensed Products and/or promotional and packaging material, which Licensee shall submit, provided, however, that Licensee has any such additional production samples available.

(e)   Changes.

If during the term of this Agreement there is to be any change in the Licensed Products or the promotional or packaging material relating to the Licensed Products after the approval of production samples, Licensee must comply with the provisions of Paragraph 8(b) and Paragraph 8(c) for such Licensed Product or material before its manufacture, sale, marketing or distribution, as the case may be.

(f)   Licensee's Production Facilities.

Licensee agrees to furnish Licensor promptly with the addresses of Licensee's production facilities for the Licensed Products and the names and addresses of the persons or entities, if any, which are manufacturing each of the Licensed Products for Licensee. Licensor shall have the right upon reasonable notice to Licensee, during regular business hours, at its own expense to inspect any production facilities where any Licensed Products are being manufactured for the purpose of enabling Licensor to determine whether Licensee is adhering to the requirements of this Agreement relating to the nature and quality of the Licensed Products and the use of the Property in connection therewith. For purposes of this provision, manufacturing shall be deemed to mean the process of screenprinting, engraving, decorating or any other process used by the manufacturer, to apply or attach the Property to Licensed Products, and to trims such as buttons, hangtags and labels. It would not include: major assembly processes such as cutting and sewing, laundry and finishing processes.

(g)   Close-Outs,   Imperfect, Irregulars or Second Quality Items.

Licensee shall have the right to sell and distribute Licensed Products which are close-outs, overruns, imperfect, irregular or second quality through such outlets and in such manner as Licensee may reasonably determine; provided, however, that such products shall be limited to ten percent (10%) in the aggregate (i.e., 5% for close-outs/overruns and 5% for imperfect, irregular or second quality items)of first quality sales (measured in number of units sold), reconciled on an annual basis, and, in the case of imperfect, irregular or second quality items, that Licensee shall remove or deface labels, tags and other packaging which bears or identifies the Property prior to the sale thereof and provided further that Licensee shall notify Licensor as to the retailers selected for the disposition of merchandise. The royalty payable to Licensor in respect of such products shall be two and one/fourth percent (2.25%) during the First Term and five percent (5%) during any Extended or Renewal Term, which shall be deemed the "Royalty" for such products.

(h)   Damaged, Defective or Non-Approved Items.

Licensee shall not