LICENSE AGREEMENT

Exhibit 10.2

     AGREEMENT made as of February ___, 2006, by and between IM Ready-Made, LLC, a New York limited liability company with offices at 347 West 36 ^th Street, New York, New York, 10018 (hereinafter referred to as the “Company”), and THE FASHION HOUSE, INC., a Colorado corporation with offices at 6310 San Vincente Boulevard, #330, Los Angeles, California 90048-5499 (hereinafter referred to as “Licensee”).

W I T N E S S E T H :

     WHEREAS, the Company and Licensee have agreed to enter into an arrangement pursuant to which Licensee, under a license from and subject to the approval of the Company, shall manufacture, distribute and sell Products in the Territory under the Licensed Marks (each as hereinafter defined), which Products shall consist of three lines, as follows:

     (i) under the mark “Isaac”, with a suggested retail price of $150-400 (such license, the “Isaac Shoe Line”);

     (ii) under the mark “Isaac Mizrahi – New York” with a suggested retail price of $400 and up (such license, the “Couture Shoe Line”); and

     (iii) under the mark [mark], with a suggested retail price of $80-140 (such, license, the “Diffusion Line”; each such line, a “Shoe Line” and, collectively, the “Shoe Lines”);

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Company and Licensee do hereby respectively grant, covenant and agree as follows:

1.       GRANT OF LICENSE

     1.1 Grant of License .

          (a) The Company hereby grants to Licensee, during the term of this Agreement, an exclusive license to use the marks “Isaac”, “Isaac Mizrahi-New York”, and [mark], solely in forms to be agreed upon by the parties (each, a “Licensed Mark” and collectively the “ Licensed Marks ”), throughout the United States (the “Territory” ), solely in connection with Licensee’s manufacture, distribution and sale of women’s shoes for the Isaac Shoe Line, the Isaac Mizrahi-New York Shoe Line and the [X] Shoe Line, respectively, all such items of the types, qualities and styles traditionally sold in the channels of distribution approved in Paragraph 5.7 and with a suggested retail price of $150 to $400, $400 and up, and $80-$140, respectively. Items authorized for sale hereunder shall be referred to as “ Products. ” Items within the definition of “Products” that are manufactured, distributed and sold by Licensee in accordance with this Agreement shall be referred to collectively hereinafter as “ Articles .” The foregoing and any other provision to the contrary contained herein notwithstanding, Licensee acknowledges and agrees that: (1) the Company reserves all rights to the Licensed Marks except those specifically granted herein to Licensee, and (2) Licensee shall not use the Licensed Marks for any purpose whatsoever on the Internet (including as a domain name or in metatags), microfilm, e-mail, electronic databases, on-line services, CD-ROM or other similar media now existing or hereafter developed, except that, subject to the Company’s approval of uses in accordance herewith and provided that Licensee uses all commercially reasonable efforts to prevent solicitation of and sales to customers outside the Territory, Licensee may utilize the Licensed Marks on the Internet to advertise (but not sell) Articles on Licensee’s website at http://www.fashionhouseinc.com, and other

sites, each of which are approved by the Company, and (y) in emails with Licensee’s customers located within the Territory (but not in unsolicited emails).

      1.1(b) Right of First Refusal . In the event the Company desires to use or license any mark related to “Isaac Mizrahi” (including, without limitation, any Licensed Mark) on or in connection with Products outside of the United States, Licensee shall have a right of first refusal to match the material terms of any such use or licensing opportunity.

     1.2 All Articles to Bear Licensed Marks . All Articles shall bear the applicable Licensed Mark (it being understood that the parties contemplate that the applicable Licensed Mark shall be on the labels within Products and the respective boxes or other packaging therefor). No Articles ( i.e. , Products bearing or sold under a Licensed Mark) shall be sold or otherwise distributed by Licensee under any mark other than the applicable Licensed Mark.

     1.3 No Retail Sales . Licensee acknowledges that the rights granted to it hereunder do not include the right to operate a boutique under any of the Licensed Marks (or any variation or simulation thereof) or otherwise to itself sell Articles at retail (including, without limitation, through catalog, mail or internet orders), except that Licensee may sell Articles through a factory outlet operated by Licensee under Licensee’s name, provided that “Net Sales” (as hereinafter defined in Paragraph 2.1) of Articles through such factory outlet during any Annual Period shall not constitute more than twenty five percent (25%) of Net Sales for such Annual Period.

     1.4 Exploitation . Licensee shall use its best efforts to develop and promote all Products and otherwise exploit the rights herein granted throughout the Territory

(subject to the restrictions contained herein) and to sell the maximum quantity of Articles therein consistent with the high standards and prestige represented by the applicable Licensed Mark and the advertising and marketing philosophies of the Company.

     1.5 Disputes Between Licensees . In the event of any dispute between Licensee and any other licensee of the Company in the Territory with respect to the products covered by their respective licenses, such dispute shall be mediated by the Company, in its sole discretion, after hearing the position of Licensee and each such other licensee. The Company’s determination shall be final and binding upon Licensee.

     1.6 Diversion . Licensee shall not (a) export Articles from the Territory, (b) divert (as hereafter defined) Articles, or (c) contract for the manufacture of Articles with, or sell Articles to, any person or entity which Licensee knows or has reason to believe (including, without limitation, by reason of a previous history of exportation or diversion of Articles, other Products or any other products which is known to Licensee) may export such Articles from the Territory or divert Articles. To “ divert ” means, for Licensee or any other person/entity, to sell or otherwise transfer Articles other than to permitted retail locations (as set forth in Paragraph 5.7) located in the Territory for sale within the Territory. In order to monitor and control potential exportation/diversion problems, Licensee shall use commercially reasonable efforts to ensure that the Company and Licensee be able to determine, with respect to Articles which are found to have been exported/diverted, the entity which sold such exported/diverted Articles or from which such Articles were exported/diverted. In addition, Licensee shall cooperate with the Company in connection with anti-counterfeiting programs relating to the Licensed Marks and/or Articles as well as other products sold under the Licensed Marks. In the event that, despite all of the foregoing or otherwise, Articles are exported/diverted on more than one occasion, the Company on the second occasion and thereafter may purchase the exported/diverted Articles at Licensee’s expense and, in the Company’s discretion, destroy such Articles or return such Articles to Licensee.

2. TERM

     2.1 Term . The initial term of this Agreement shall commence as of the date hereof and continue through March 31, 2011. Thereafter, this Agreement automatically

shall renew for an additional term of five (5) years, provided that, with respect to such renewal, (a) Licensee delivers to the Company a written notice of its election to renew this Agreement at least six months prior to the end of the initial term, (b) “Net Sales” (as defined herein) during the fifth “Annual Period” (as defined below in this Paragraph 2.1) of the initial term are at least Fifteen Million Dollars for all the Shoe Lines (the “ Renewal Threshold ”), and (c) Licensee has performed all of its obligations under this Agreement at the time the option to renew is exercised and at the end of the initial term. Each twelve (12) month period commencing on each April 1st during the term of this Agreement shall constitute and shall be referred to hereinafter as an “ Annual Period ,” except that the first Annual Period shall commence as of the date hereof and continue through March 31, 2007. “Net Sales” are defined as the gross invoice price for the Products shipped by Licensee less (a) returns accepted for credit or exchange, (b) normal and customary trade discounts but not advertising allowances, (c) freight charges (if separately invoiced) and amounts disbursable, (d) uncollectible accounts, and (e) year-end allowances of up to a maximum of five (5%) percent of gross invoices, but not including any other deduction for advertising, warehouse and distribution costs and expenses.

     2.2 Limitations on Renewal . If Licensee otherwise effectively renews this Agreement but Net Sales during the last Annual Period of the initial term are less than the Renewal Threshold, unless the Company waives the shortfall, the renewal shall be ineffective and this Agreement forthwith shall terminate.

     2.3 Termination Due To Insufficient Net Sales . Notwithstanding the provisions of Paragraphs 2.1 and 2.2 above and in addition to the termination provisions provided below, the Company may terminate this Agreement within thirty (30) days after its receipt of any of the annual statements to be delivered to the Company in the event that (i) “Net Sales” for the second or any subsequent Annual Period covered by any such annual statement are less than the amount necessary to generate the “Guaranteed Minimum Royalty” (as set forth in Paragraph 8) for such Annual Period. Any such termination shall be effective as of the end of the sell off of the collections then in process, but in no event later than the June 30th following the Annual Period for which required level of Net Sales was not reached.

3. DESIGN SERVICES

     3.1 Collections . During each Annual Period, Licensee shall manufacture, distribute and sell Spring and Fall collections of Articles. The first collection shall be the Spring 2007 collection.

     3.2 Development . (a) Licensee shall employ one full time designer who shall be exclusively dedicated to the production of the Articles, and who shall be approved by the Company.

          (b) During each Annual Period, Licensee shall submit to the Company materials, designs, sketches, colors, tags, labels and packaging for each of its lines of Articles from which the Company may select those, if any, which the Company approves for use in connection with Articles.

          (c) The Company, in its sole discretion, shall approve or disapprove the materials, designs, sketches, colors, tags, labels and packaging submitted as aforesaid, and shall discuss with Licensee any modifications or alterations thereof. Only those materials, designs, sketches, colors, tags, labels and packaging which are so approved shall be used in the production of the Articles.

     3.3 Regular Meetings . The Company and Licensee shall meet regularly to discuss and agree upon concepts for new Articles and materials relating thereto as well as marketing plans and strategies.

     3.4 Sketches and Other Materials are Property of Company . All sketches and other materials (a) provided by the Company, or (b) provided by Licensee and approved by the Company, shall be, as between the Company and Licensee, the exclusive property of the Company, and shall be used by Licensee solely in connection with the manufacture, distribution and sale of Articles in the Territory and pursuant to this Agreement. If Licensee chooses not to use such sketches or other material, Licensee shall deliver them to the Company, at Licensee’s expense, and Licensee may not use them or permit their use thereafter. Whether or not Licensee chooses to use any such sketches and other material, the Company may use and permit others to use them in any manner it desires, provided that, to the extent of the Company’s other shoe licensees, if any, such use does not conflict with any rights granted to Licensee hereunder. All sketches and materials created by Licensee but not approved by the Company shall be, as

between the Company and Licensee, the exclusive property of Licensee and the Company shall have no rights in respect thereof.

     3.5 Costs of Production . Licensee shall be responsible for making all samples as well as for the production of Articles, and Licensee shall bear all costs in connection therewith. Further, Licensee agrees to reimburse Licensor for payment of any reasonable ordinary out-of-pocket expenses (such as expenses for designer samples) up to $500 incurred by the Company in connection with this Agreement.

     3.6 Protection of Innovation . Neither Licensee nor its affiliates shall: (a) manufacture (or cause to be manufactured), market, distribute or sell any Products with a distinctive or unique design first developed for or used with Articles, or (b) distribute or sell any Products with or using labeling, advertising or promotional material that is the same or confusingly similar to labeling, advertising or promotional material then or ever used by Licensee in connection with Articles, nor shall any of them authorize, assist, engage or permit any third party to do any of the foregoing.

4. CONFIDENTIALITY

     4.1 Confidentiality .

          (a) Each party acknowledges that all information relating to the business and operations of the other party that such other party discloses during or prior to the term of this Agreement (including, without limitation, all financial information related to the business and operations and all information regarding its officers, directors and employees), as well as all concepts, sketches, plans and designs used or proposed for use in connection with Articles (by whomever used or proposed) (collectively

“ Confidential Information ”), is the valuable property of the party disclosing the same (except that all concepts, sketches, plans, features, manufacturing specifications and designs shall be the property of the Company as and to the extent provided in Section 3.4). Each party acknowledges the need to preserve the confidentiality and secrecy of the Confidential Information and agrees that, both during the term of this Agreement and after the termination hereof, it shall not use or disclose the same, except as provided below, and it shall take all necessary steps to ensure that use by it or by its contractors, suppliers, distributors, agents and employees (which use shall be solely as necessary for, and in connection with, the manufacture, distribution, sale, advertising or promotion of Articles) shall preserve in all respects such confidentiality and secrecy. Each party hereby the other and its officers, directors and employees against any damage of any kind (including attorneys’ fees and expenses) which may be suffered by any of them as a result of any breach by such party or its contractors, suppliers, agents or employees of the provisions of this paragraph.

          (b) The parties herein further acknowledge and agree that a party’s remedies at law for a breach or threatened breach of this Paragraph 4.1 would be inadequate and, in recognition of this fact, in the event or a breach or threatened breach by a recipient of this Paragraph 4.1, the recipient agrees that, in addition to any remedies at law, at the other party’s option, it shall be entitled, without posting bond, to obtain equitable relief in the form of specific performance, restraining order, preliminary or permanent injunction or any other equitable remedy which then may be available. Nothing contained herein shall be construed as prohibiting the parties from pursuing any

other remedies available to it for such breach or threatened breach. Pursuit of any remedy at law or in equity shall not be deemed an election of remedies.

          (c) The provisions of this paragraph and the parties’ obligations hereunder shall survive the expiration or termination of this Agreement.

5. MANUFACTURE OF ARTICLES; QUALITY CONTROL

     5.1 General Quality . The contents and workmanship of Articles shall be at all times of the highest quality appropriate for the line in which it is sold. In addition, Articles shall be distributed and sold only with packaging, presentation and sales promotion materials appropriate for line and consistent with the Company’s standards therefor. It is anticipated that Licensee shall set its wholesale prices of Articles at a level to encourage the development of sales of Articles. However, it is acknowledged that Licensee will set its wholesale prices for Articles in its discretion, provided that no Article may retail for less than $400, $100.00 and $80, with respect to the Isaac Mizrahi-New York Shoe Line, the Isaac Shoe Line and the [X] Shoe Line, respectively.

     5.2 Quality Approval . The styles, designs, packaging, contents, workmanship and quality of all Articles, as well as all advertising and promotional materials relating thereto, and the specific media in which they shall be disseminated, must be approved by the Company in accordance with Section 6.1 hereof prior to any distribution, sale or use thereof. Any other provision of this Agreement notwithstanding, the Company at all times shall have the right to take all actions which it reasonably deems necessary to ensure that: (a) Articles manufactured or sold hereunder, and the advertising and promotion of such Articles, are consistent with the reputation and prestige of the applicable Licensed Mark and (b) Articles are manufactured, distributed, sold and promoted by the Licensee in accordance with this Agreement, provided that, to the extent commercially practicable, prior to taking such action, the Company shall provide Licensee with a reasonable opportunity to take corrective action.

     5.3 Prototypes and Samples . Before selling or distributing any Article, Licensee shall submit to the Company, free of charge, for its approval in accordance with Section 6.1 hereof, one (1) sketch of each such Article together with (i) samples of all materials of which such Articles shall be comprised and (ii) the tags, labels and packaging to be used in connection therewith. The Company and its duly authorized representatives shall have the right, upon reasonable advance notice and during normal business hours, to examine Articles in the process of being manufactured and to inspect all facilities utilized by or on behalf of Licensee in connection therewith. In addition and in accordance with Section 5.6, before Licensee begins selling or distributing any Article, Licensee shall submit to the Company a then-current production sample of each Article for its written approval in accordance with Section 6.1.

     5.4 Compliance with Law and Company Requirements . All Articles shall be manufactured, sold, labeled, packaged, distributed and advertised in accordance with all applicable laws and regulations, whether foreign or domestic, national, regional or local, throughout the Territory and/or in any territory in which Articles are so manufactured, sold, labeled, packaged, distributed and/or advertised, including all child and other labor laws, customs requirements and advertising and consumer protection laws. Licensee shall monitor the performance of its retail location purchasers and of Contractors (as hereinafter defined) in this regard and shall (a) notify Company of any instances of noncompliance, (b) endeavor to take any corrective action as may be reasonably requested by Company to remedy the same and (c) terminate agreements with persons that repeatedly fail to so comply. No proposal or approval by Company of any

Articles, or portion thereof, or any other materials, designs, tags, labeling, packaging or other advertising or promotional materials, shall be deemed to limit or modify Licensee’s obligations under this paragraph. If Licensee determines that any otherwise approved Articles or portion thereof, or any other materials, designs, tags, labeling, packaging or other advertising or promotional materials, are not in compliance with any applicable law, Licensee shall notify Company and the parties shall seek to rectify the problem. Any proposed modification to rectify the problem shall be subject to Company’s prior approval and the modified item also shall be subject to Company’s final approval.

     5.5 Form and Manner of Use of Licensed Marks . Licensee shall use and display the Licensed Marks and Other Intellectual Property (as hereinafter defined) only in such form and manner as are specifically approved in writing by the Company in accordance with Paragraph 6.1 hereof. Licensee shall cause to appear on all Articles produced hereunder, and on their tags, packaging and the like, and on all advertising, promotional and publicity material used in connection therewith, including, without limitation, point-of-sale displays and similar materials, and on any printed matter of any kind on which the Licensed Marks and/or Other Intellectual Property appear, including but not limited to business cards, invoices, order forms and stationery, such legends, markings and notices as the Company may request and, in any case, only as has been approved by the Company in accordance with Paragraph 6.1 hereof. Before using or releasing any such material, Licensee shall submit to the Company, for its approval, proposed advertising (including a description of the proposed placement thereof), promotional and publicity copy, tags, labels, packaging and the like and all printed matter

of any kind on which the Licensed Marks and/or Other Intellectual Property appear. The same shall not be used or released prior to Licensee’s receipt of such approval and Licensee shall provide the Company with finished versions thereof, free of charge, upon the Company’s reasonable request.

     5.6 Departure from Approved Sample . After any sample, copy, artwork or other material has been approved, Licensee shall not depart therefrom in any respect without the prior written approval of the Company. If the Company should disapprove any sample Article or any sample tag, label, packaging or the like, or any advertising, promotional or publicity material, Licensee shall neither use nor permit the same to be used in any manner.

     5.7 Distribution .

          (a) In order to maintain the reputation, image and prestige of the Licensed Marks and the Company, Licensee’s distribution patterns in respect of Articles shall consist solely of retail locations whose location, merchandising and overall operations are consistent with the high quality and prestige level of the Articles and the reputation, image and prestige of the Licensed Marks, and in accordance with the limitations set forth herein. Such retail distribution channels shall be (1) “better department” retail and specialty stores such as Saks Fifth Avenue, Bergdorf Goodman, Neiman Marcus, Barneys, Nordstrom and other stores of equal or higher caliber, (2) catalogues associated with the retail stores identified in subsection (1), (3) the Internet websites Zappos.com, Shoes.com and other Internet portals approved by the Company in writing from time to time, (4) to the extent provided in Paragraph 1.3, a factory store

operated by Licensee under Licensee’s name, and (5) only for Articles sold by Licensee at more than twenty five percent (25%) off the full published wholesale price of Articles (such sales, “Close-Out Sales”), Shoe Pavilion, DSW and Lohmans, provided that sales to said three entities shall not, in the aggregate, exceed twenty five percent (25%) of Net Sales with respect to each Shoe Line during any Annual Period. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that: (i) it shall not sell or distribute, or sell to persons who may sell or distribute, Articles to K-Mart, Wal-Mart, Target, Mervyn’s, J.C. Penney, Sears, Kohl’s, or any other similar such mass merchandisers or club stores or any other discounter or retail location not meeting the standard set forth in the previous sentences of this subparagraph, and (ii) it shall not accept production orders from any discounter, club store, mass merchandiser, or similar such discounter, without the Company’s prior written approval, which may be given or withheld in its sole discretion.

          (b) If the Company objects in writing to the continued sale of Articles to any retail location and provides bona fide reasons for such objection, Licensee shall use commercially reasonable efforts to correct the problem, if possible, and, if the problem cannot be corrected or is not corrected within a commercially reasonable period of time, Licensee shall terminate sales to such retail location.

          (c) Licensee shall not enter into any agreement with a distributor or sublicensee related to the Articles without the Company’s prior written consent.

     5.8 Contractors .

          (a) Licensee may use contractors for the manufacture or assembly of Articles (“ Contractors ”). The Company’s prior approval of a prospective Contractor shall not be required. However, if the Company objects to the continued engagement of any Contractor as not being in compliance with the requirements of this Agreement, Licensee shall use commercially reasonable efforts to correct the problem, if possible, and, if the problem cannot be corrected or is not corrected within a commercially reasonable period of time, Licensee shall terminate its engagement of such Contractor.

          (b) Each Contractor must agree (i) not to use, except in connection with the manufacture of Articles for Licensee, or disclose to any third party any proprietary information regarding Articles, (ii) to permit the Company to exercise its rights hereunder to inspect the Contractor’s facilities, (iii) not to use any child labor or violate any labor or other applicable laws or standards adopted by the United Nations or the applicable jurisdiction with respect to fair remuneration for word, health and safety conditions in the work environment and social protection of workers in connection with the manufacture of Articles, and (iv) to sell Articles manufactured by it for Licensee only to Licensee and to no other person or entity.

          (c) Neither the engagement of a Contractor by Licensee nor the Company’s failure to object to a Contractor shall limit Licensee’s obligations hereunder, i.e. , any act or omission by a Contractor which would otherwise constitute a material violation of this Agreement shall constitute a material violation of this Agreement by Licensee. Licensee shall be solely responsible for insuring that any Article produced by any Contractor shall comply with the quality standards set forth in this Agreement.

6. APPROVALS

     6.1 Subjective Approvals; Approvals in Writing . It is specifically understood and agreed that the Company’s approval pursuant to this Agreement may be based solely on the Company’s subjective standards and may be withheld in the Company’s sole and absolute discretion. No approval shall be deemed given by the Company hereunder unless it is in writing signed by the Company.

     6.2 L