EXHIBIT 10.12

                         [5TH AVENUE CHANNEL LETTERHEAD]

June 7, 1999

Signature Products, Inc.
20828 Lassen Street
Chatsworth, CA 91311

Dear Al,

Effective this date, this letter will act as our Exclusive Agreement between,
Signature Products, Inc. ("Vendor"), and 5th Avenue Channel Retail, Inc. (the
"Distributor"), regarding the patented flip top cosmetic ring known as Glamour
Rock (the "Products").

1.       The Vendor hereby appoints the Distributor for the term of this
         Agreement, and the Distributor hereby accepts the appointment, as the
         Vendor's sole and exclusive distributor for the sale, distribution and
         servicing of the Products (as defined below) in the Territory (as
         defined below).

2.       This Agreement applies to all products manufactured or distributed by
         the Vendor (collectively, the "Products"). The definition of Products
         shall include private labels of the Products.

3.       The Distributor shall have the exclusive rights to market the Products
         throughout the United States, Canada, and South America (the
         "Territory"), with the exceptions of Department store Brands, and
         retailers associated with Gryphon Development such as Bath and Body
         Works and the Limited. Additional exceptions include the Gap, Claire's
         and Icings as well as direct sales companies such as Amway, Avon, Nu
         Skin and Mary Kay. The Vendor agrees not to sell the Products to
         entities or individuals other than the Distributor for Mass Retail
         Distribution. The Vendor shall forward to the Distributor all inquiries
         and orders received by the Vendor concerning sales and/or marketing of
         the Products and reorders from customers who purchased a Product from
         the Distributor.

4.       The Vendor hereby authorizes the Distributor to use the Vendor's
         trademarks and tradenames during the term of this Agreement.
         Furthermore, the Vendor hereby authorizes the Distributor to attach a
         mailing label with the Distributor's name, address and telephone number
         on the Products and the Vendor's literature. The Vendor will leave
         reasonable space on its literature and Products for the Distributor to
         attach its mailing list.


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5.       The Distributor will use his best efforts to aggressively promote and
         obtain sales and distribution of the Products, and to stimulate
         interest in, the Products within the Territory. In consideration
         thereof, the Vendor hereby agrees not to authorize or permit any other
         dealer or distributor to sell the Products in the Territory during the
         Term of the Agreement.

6.       The Vendor agrees to provide the Distributor at no cost commercial
         catalogs, leaflets, other printed documentation and any video or B-roll
         footage it owns to the Distributor for use by the Distributor in its
         marketing efforts. The Vendor will at its sole discretion:

         (a) Assist the Distributor to prepare such other catalogs, leaflets,
         and printed documentation as the parties agree is desirable for the
         marketing of the Products in the Territory;

         (b) Provide a spokesperson, an expert, interview footage and live
         testimonials in connection with the Distributor's marketing program for
         the Products; and

         (c) Provide training, literature, photographs and other support
         materials concerning the Distributor's marketing program for the
         Products.

7.       The Distributor has the rights to produce and air direct response
         television programs for the Products after getting written approval
         from HTC for each separate television program and prior to the
         production of a program.

8.       The Vendor represents and warrants that it is the owner of the
         trademarks and tradenames utilized with the Products and such
         trademarks and tradenames do not and will not infringe any valid United
         States trademark or tradename. The Vendor shall be responsible for
         registering the trademarks and tradenames for the Products in the
         locations where the Distributor markets the Products.

9.       The Vendor agrees to sell its Products to the Distributor in accordance
         with the terms set forth $1.73 each with or without a display. (90)
         Ninety days before the end of the initial term we will discuss a new
         selling price for the distributor that takes into consideration the
         market for the product at that time.

         An advance payment of $.65 each will be paid to the Vendor by the
         Distributor no later than 7 days following the receipt of a valid
         purchase order by the distributor. Trhe balance will be paid no later
         than (45) Forty-five days after the vendor ships and invoices the
         order. The distributor will be responsible for all commissions (to its
         representatives), cash discounts, retailer advertising allowances,
         charge backs, and freight. The vendor will be responsible for
         reasonable Trade Advertising, Public Relations and promotion of the
         product. When and if the Vendor offers Products for sale, the prices
         for which are not set forth in this agreement, the Vendor and the
         Distributor agree to update the agreement to include the prices of such
         Products.


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10.      The Term of this Agreement shall be for a period of (1) one-year
         beginning on the date of this Agreement and ending at midnight on June
         6, 2000 (the "Term of the Agreement"). Thereafter, the Distributor
         shall have the option to extends this Agreement for an additional (1)
         one-year term (the "Renewal Option"). The Distributor shall exercise
         the Renewal Option by providing the Vendor with written notice of its
         intention to do so not less than 60 days before the expiration of the
         initial term hereof.

11.      This Agreement may be terminated before the expiration of the initial
         term or any renewal term as follows:

         By mutual written consent of the parties hereto; or

         By written notice to a party hereto if such party shall fail in any
         respect to comply with the terms, covenants and conditions of this
         Agreement to be complied with by it and shall fail to remedy such
         failure within 30 days after receipt of written notice thereof from the
         other party hereto; PROVIDED, HOWEVER, that, if such default cannot by
         its nature be cured within 30 days, then the defaulting party shall be
         given a reasonable opportunity to cure the same.

12.      All notices and other communications given or made pursuant hereto
         shall be in writing and shall be deemed to have been given or made if
         in writing and delivered personally, or sent by registered or certified
         mail (postage prepaid, return receipt requested) to the parties at the
         following addresses:

13.      This Agreement constitutes the entire agreement among the parties
         hereto with respect to the subject matter hereof, and supersedes all
         other agreements and understandings, both written and oral, between the
         parties with respect to the subject matter hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

VENDOR:
Signature Products Inc.
20828 Lassen Street
Chatsworth, CA 91311

                                         By:      /S/ ALFRED BOOTH
                                            ------------------------------------
                                                  Name:    Alfred Booth
                                                  Title:   President

DISTRIBUTOR:
5th AVENUE CHANNEL RETAIL, INC.
629 FIFTH AVENUE  2ND FLOOR
PELHAM, NEW YORK 10803

                                         By:      /S/ MICHAEL J. TEDESCO  6/7/99
                                            ------------------------------------
                                                  Name:    Michael J. Tedesco
                                                  Title:   President