SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT
This SECOND AMENDMENT to the TRADEMARK LICENSE AGREEMENT is dated and
effective as of February 18, 2004 ("Second
Amendment")
by and between
BLONDIE
ROCKWELL, INC., a New York corporation with offices at c/o Erving Wonder
Management, 1500 Samson Street, Philadelphia, PA 19102 (the "Licensor") and
INNOVO AZTECA APPAREL, INC., a California corporation with offices at 5804 E.
Slauson Ave., Commerce, CA 90040 (the
"Licensee"). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Agreement (defined
below).
WHEREAS, Licensor and Licensee have entered into that certain
Trademark
License Agreement dated February 13, 2003
("Trademark License
Agreement"),
as
amended by that First Amendment to
Trademark License
Agreement dated
September
8, 2003 ("First Amendment") (together the Trademark License
Agreement and First
Amendment shall be referred to hereinafter
as the "Agreement"); and
WHEREAS, Licensor
acknowledges
and Licensee
warrants and
represents
that it has incurred expenditures and/or made payments to Licensor as of
November 29, 2003 (the "Determination Date") totaling $1,047,474 pursuant to
Sections 4(f)(i), 4(f)(ii) and 4(f)(iii) of the Agreement ("Advertising
Expenditure Amount"), which such amounts are
reflected on Schedule
A attached
hereto and incorporated herein by reference and are hereby verified by an
officer of the Licensee in the certificate on Schedule B attached
hereto and
incorporated herein by reference; and
WHEREAS,
Licensor and
Licensee acknowledge that the Advertising
Expenditure Amount expended by Licensee and/or
paid to Licensor is in excess of
the amount Licensee is obligated to expend pursuant to Sections 4(f)(i),
4(f)(ii) and 4(f)(iii) of the Agreement
during the first Annual Period; and
WHEREAS, Licensor
and Licensee desire to, amend the Agreement to
clarify and recognize that, as of November
29, 2003, $953,458 of the Advertising
Expenditure Amount has been expended by Licensee and/or paid to Licensor in
excess of Licensee's obligations under
Sections 4(f)(i),
4(f)(ii) and 4(f)(iii)
of the Agreement ("Additional Advertising Expenditure Amount") and that said
Additional Advertising Expenditure Amount
shall satisfy a prepayment of a future
obligation owed by Licensee to Licensor
for the remainder of the term of the
Agreement solely pursuant to Sections 4(f)(i), 4(f)(ii) and 4(f)(iii) of the
Agree
