VENDOR
      AND LICENSE AGREEMENT

    


    THIS
      VENDOR AND LICENSE AGREEMENT (this “Agreement”) is made and entered into and is
      effective as of the _____ day of February, 2007, by and between Buzz
      Off Insect Shield, LLC,
      a North
      Carolina limited liability company (“Buzz Off”), and Charleston
      Basics,
      INC, a
      New York corporation (“Licensee”).

    


    WITNESSETH:

    


    WHEREAS,
      Buzz Off owns the proprietary rights to processes and procedures for the
      treatment of garments and other goods for insect repellency (the “Buzz Off
      Process”) and trademarks, service marks and all common law rights and
      registrations and registration applications related thereto listed on
Exhibit
      A
      hereto,
      as the same may be amended by Buzz Off from time to time (the “Marks”); and


    


    WHEREAS,
      Licensee desires to have certain products manufactured by or on behalf of
      Licensee treated with the Buzz Off Process and to market, sell and distribute
      such products to retailers using the Marks; and

    


    WHEREAS,
      Buzz Off is willing to treat, or cause to be treated by its affiliate,
      International Garment Technologies, LLC or others, Licensee's textile gear
      products with the Buzz Off Process and to license Licensee to use the Marks
      in
      the marketing, sale, and distribution of textile gear products consisting of
      cot
      covers, blankets, hammocks, and folding chair covers approved by Buzz Off and
      to
      be distributed through Licensee’s traditional distribution channels (the
“Licensed Products”) all on the terms and conditions hereafter set forth;


    


    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual promises
      hereinafter set forth, the parties agree as follows:

    


    1.  Processing
      and Purchase.
      During
      the Term (as defined in section 8), Licensee will provide quantities of products
      to Buzz Off and submit orders to Buzz Off for the treatment of those products
      with the Buzz Off Process, which orders shall be submitted in the form and
      manner described in Section 5 herein (each, an “Order”). Upon acceptance of an
      Order by Buzz Off, Buzz Off will cause products covered by the Order to be
      treated with the Buzz Off Process and provide such other services as are
      specified in the Purchase Order (as defined in Section 5), including, but not
      limited to, finishing, packaging and labeling. This Agreement does not
      constitute a commitment by Licensee to purchase any quantity of Buzz Off's
      goods
      or services or by Buzz Off to process goods.

     

    2.  Approval
      of Products.
      No type
      of item will be processed unless the appropriateness, composition, design,
      construction, size, and finish of such item has been approved by Buzz Off and
      determined by Buzz Off to be compatible with the Buzz Off Process. Licensee
      will
      provide Buzz Off for testing, at no cost to Buzz Off, sufficient samples of
      each
      product sought by Licensee to be processed by Buzz Off to enable adequate
      testing by Buzz Off (the “Test Samples”). Buzz Off will perform such tests or
      analyses on the Test Samples as it deems necessary. Licensee will pay for all
      testing. If, in Buzz Off's judgment, the garment is appropriate and the
      composition, design, construction, size, and finish of the Test Samples are
      compatible with the Buzz Off Process, Buzz Off shall notify Licensee that the
      garment is acceptable for treatment with the Buzz Off Process (any such
      acceptable garment being herein referred to as a “Product”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  Warranty
      of Uniformity.
      Licensee
      warrants that all Products delivered to Buzz Off for treatment with the Buzz
      Off
      Process will be of the same composition, design, construction, size, and finish
      as the Test Samples. Licensee will be liable for all losses, damages and
      expenses of Buzz Off due to the failure of any Product to conform in all
      respects with the Test Samples, including but not limited to the cost of
      treatment. Under no circumstances will Buzz Off be liable for any loss, damage,
      or expense to Licensee in connection with or by reason of the use of or
      inability to use any Product if such Product does not conform in all respects
      with the Test Samples.

     

    4.  Pricing.
      Buzz Off
      will notify Licensee of the charge per Product (the “Unit Price”) for each type
      of Product (“Product Type”) to be treated with the Buzz Off Process. Unit Prices
      may be adjusted by Buzz Off from time to time for repeat Orders of the same
      Product Type upon written notice to Licensee of such change. The Unit Price
      will
      not include the costs of shipping, sales and use taxes, insurance, tariffs,
      duties and similar charges, all of which will be at the expense of
      Licensee.

     

    5.  Purchase
      Orders.

     

    (a)  Agreement
      Applies to all Purchase Orders.
      All
      purchase order forms and other forms or documents of purchase, including but
      not
      limited to, telexes, faxes, electronic mail (“email”) (hereinafter collectively
      referred to as “Purchase Orders”) placed by Licensee with Buzz Off will be
      subject to the terms and conditions of this Agreement, including those contained
      in Section 7 herein, and in the event of any conflict between this Agreement
      and
      any provision of any Purchase Order, this Agreement shall apply. All Purchase
      Orders are subject to acceptance by Buzz Off at its offices in Greensboro,
      North
      Carolina.

     

    (b)  Form
      and Delivery of Purchase Orders.
      Subject
      to the foregoing, Purchase Orders shall be in any reasonable form that the
      parties may find appropriate from time to time. Purchase Orders shall be sent
      to
      Buzz Off at the following address:

     

    Buzz
      Off
      Insect Shield, LLC

    814
      West
      Market Street

    Greensboro,
      North Carolina 27401

    Attention:
      Purchase Order

    Facsimile:
      (336) 275-7604

    Email:purchaseorder@buzzoff.com

    


    Licensee
      will include in every Purchase Order (i) the Product Type and the units to
      be
      processed, (ii) confirmation of Unit Price, (iii) confirmation of finishing,
      packaging and additional labeling requirements, (iv) date of delivery to Buzz
      Off of the Products to be processed, (v) desired date of delivery of the
      finished Products to common carrier and method of shipping to be used by Buzz
      Off, (vi) Licensee's directed shipping address, and (vi) the name, address
      and
      contact information for the Licensee's contact person.

     

    
      
         

      

      
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    (c)  Modification
      and Acceptance.
      Following receipt of the Purchase Order from Licensee, Buzz Off shall either
      (i)
      accept such Purchase Order or (ii) notify Licensee in writing of proposed
      additions and/or modifications to such Purchase Order, including any
      modification in the Unit Price. Any such additions and/or modifications shall
      become a part of the Purchase Order unless specifically rejected by Licensee
      by
      written notice to Buzz Off within three (3) business days following receipt.
      If
      Licensee rejects the additions and/or modifications, the Purchase Order shall
      be
      null and void.

     

    (d)  Buzz
      Off's Cancellation of Purchase Order.
      Buzz Off
      may cancel any previously accepted Purchase Order if, upon inspection of the
      unprocessed Products delivered by Licensee to Buzz Off for treatment with the
      Buzz Off Process (“Raw Products”) or during the processing of Products pursuant
      to that Purchase Order, Buzz Off determines that the Raw Products furnished
      by
      Licensee do not conform in all respects to the Test Samples or are otherwise
      incompatible with the Buzz Off Process. 

     

    6.  Quality
      Audit.
      Buzz Off
      will perform a quality audit for visual defects prior to shipment of Products.
      Buzz Off will segregate (i) all conforming Products, (ii) all Products that
      are
      defective due to defects in the Raw Products or their failure to conform in
      all
      respects to the Test Samples (each defective item a “Manufacturing Defect”), and
      (iii) Products believed to be irregulars caused by Buzz Off (each a “Processing
      Irregular”).

     

    (a)   Manufacturing
      Defects.
      Buzz Off
      shall bear no liability for any Manufacturing Defect or any responsibility
      for
      correcting, curing, or otherwise remedying any such Manufacturing Defect.
      However, if, prior to shipment of such Products to Licensee, Buzz Off identifies
      any Manufacturing Defects that Buzz Off believes it can remedy, Buzz Off may,
      but is not required to, notify Licensee of the quantity of items affected,
      the
      nature of the defect or defects, the remedial measures proposed, and the
      additional charge, if any, to be paid by Licensee to Buzz Off for such
      additional services. Licensee may accept or reject Buzz Off's offer to attempt
      to remedy any Manufacturing Defects. BUZZ
      OFF DOES NOT HEREBY WARRANT THE SUCCESS OR EFFICACY OF ANY REMEDIAL
      MEASURES.

     

    (b)  Processing
      Irregulars.
      Licensee
      shall not be responsible for the processing cost of any Processing Irregulars.
      Additionally, if, in any calendar quarter, the quantity of Processing Irregulars
      shipped by Buzz Off to Licensee exceeds 2 1⁄2% of the quantity (measured in terms
      of the number of items processed) of all Products shipped by Buzz Off to or
      on
      behalf of Licensee, Buzz Off shall pay to Licensee, within 30 days after the
      end
      of such calendar quarter, a sum equal to Licensee's average actual cost of
      the
      Raw Products of such Processing Irregulars in excess of such 2 1⁄2 %, which amount
      will constitute Buzz Off's sole liability to Licensee for Processing
      Irregulars.

     

    7.  Purchase
      Order Terms and Conditions.
      These
      terms and conditions apply to all Purchase Orders issued by Licensee pursuant
      to
      this Agreement. Any terms and conditions in any Purchase Order that may be
      different or inconsistent with these terms and conditions shall be entirely
      inapplicable, and the terms and conditions in this Agreement shall prevail
      and
      apply.

     

    
      
         

      

      
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    (a)  Terms
      and Acceptance.
      A
      Purchase Order becomes a contract upon written acceptance by Buzz Off, or when,
      pursuant to Section 5(c), Licensee accepts any additions or modifications to
      such Purchase Order. 

     

    (b)  Price
      and Invoicing.
      Purchase
      price for each order shall be the Unit Price for each Product Type multiplied
      by
      the number of items of that Product Type actually processed by Buzz Off. In
      addition, Licensee shall be responsible for the costs of all shipping,
      insurance, excise, use, privilege, sales, property and similar taxes, tariffs
      and duties, and similar charges, which costs will be listed separately in Buzz
      Off's invoice.

     

    (c)  Shipment.
      Buzz Off
      will ship all Products F.O.B. premises of Buzz Off or premises of Buzz Off's
      subcontractor unless otherwise specifically provided on the face of the Purchase
      Order. Risk of loss shall pass to Licensee upon delivery of the Products to
      the
      engaged common carrier.

     

    (d)  Payments.
      Payment
      terms are “Net 30 Days” unless otherwise agreed in advance by Buzz Off. Buzz Off
      may assess late payment charges on amounts not paid within thirty (30) days
      of
      the invoice date at the maximum rate allowed by law or 1.5% per month (or any
      portion thereof), whichever is less. Licensee shall also pay or reimburse Buzz
      Off for all costs and expenses (including reasonable attorneys' fees) incurred
      or paid by Buzz Off in collecting amounts due from Licensee or in enforcing
      Licensee's obligations hereunder.

     

    (e)  Quantity
      Audit.
      Upon
      receipt, Buzz Off shall perform a physical audit (the “Quantity Audit”) to
      verify the quantity of Raw Products shipped by Licensee and delivered to Buzz
      Off or its subcontractor. Charges for processing will, in all cases, be based
      on
      the number of items actually received by Buzz Off as determined by the Quantity
      Audit. Licensee agrees that Buzz Off will adjust the Purchase Order to reflect
      the quantity so determined. Buzz Off shall not be responsible for any loss
      or
      damage of Licensee caused by Licensee's failure to deliver to Buzz Off the
      exact
      quantity of Raw Products stated in the Purchase Order.

     

    (f)  Delivery.
      Buzz Off
      will use commercially reasonable best efforts to ensure that Products are
      delivered to, or made available for pick-up by, the common carrier on the date
      specified by Licensee in the Purchase Order, subject to receipt by it of the
      Raw
      Products in a timely manner. In any event, Buzz Off will be not be liable to
      Licensee for late delivery of Products to the common carrier for any amounts
      in
      excess of the price charged to Licensee by Buzz Off for the processing of such
      Products, and Buzz Off will have no liability if the late delivery of such
      Products is due, in whole or in part, to the late delivery to Buzz Off of the
      Raw Products for processing or due to Manufacturing Defects.

     

    (g)  Termination.
      Buzz Off
      may terminate any Purchase Order immediately if Licensee becomes insolvent,
      is
      unable to pay its debts as they mature or is the subject of a petition in
      bankruptcy, whether voluntary or involuntary, or of any other proceeding under
      bankruptcy, insolvency or similar laws, or makes an assignment for the benefit
      of creditors, or is named in, or its property is subject to, a suit for
      appointment of a receiver, or is dissolved or liquidated. In the event of such
      termination, Licensee shall remain liable for the purchase price of any Buzz
      Off
      Processing performed pursuant to the Purchase Order, as well as all other costs
      pursuant to Section 7(b) above. Any Products delivered pursuant to such a
      terminated Purchase Order, as well as any Raw Products returned to Licensee,
      will, upon payment in full of all amounts owed by Licensee to Buzz Off, be
      shipped Freight Prepaid by Licensee F.O.B. premises of Buzz Off or Buzz Off's
      subcontractor. Buzz Off shall be entitled to pursue any remedy provided in
      law
      or equity, including injunctive relief and the right to recover any damages
      it
      may have suffered by reason of such termination to the extent that such damages
      are otherwise authorized by this Agreement.

     

    
      
         

      

      
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    (h)  Buzz
      Off's Lien on Goods.
      Licensee
      hereby grants Buzz Off a security interest in all Raw Products and Products
      of
      Licensee in Buzz Off's possession to secure all amounts owed by Licensee to
      Buzz
      Off.

     

    (i)  Force
      Majeure.
      Neither
      party hereto shall be considered in default of the Agreement or any Purchase
      Order thereunder, or be liable for damages thereof, for any failure of
      performance hereunder occasioned by an Act of God, war or warlike activity,
      insurrection or civil commotion, governmental regulatory action whether or
      not
      with proper authority, if the party so affected gives prompt notice to the
      other, provided, however, that increase(s) or decrease(s) in the price of raw
      material is not for the purposes of this Section 7(i) considered a force
      majeure. In the event of a suspension of any obligation by reason of this
      subsection that extends beyond ten (10) days, the party not affected may, at
      its
      option, elect to cancel those aspects of the Purchase Order that are reasonably
      feasible to terminate.

     

    (j)  Buzz
      Off's Warranty.
      Buzz Off
      expressly warrants that all Products will have been treated in conformance
      with
      the Buzz Off Process. The temporary white frosting effect known to both parties
      is not considered a breach of Buzz Off's warranty.

     

    BUZZ
      OFF'S LIMITATION OF WARRANTIES.
      BUZZ OFF MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE FITNESS OF ANY OF
      THE
      PRODUCTS FOR ANY PARTICULAR PURPOSE. BUZZ OFF MAKES NO WARRANTY, EXPRESS OR
      IMPLIED, AS TO THE MERCHANTABILITY OTHER THAN THOSE PROVIDED HEREIN OF ANY
      PRODUCTS EXCEPT AS PROVIDED HEREIN, NOR DOES BUZZ OFF MAKE ANY WARRANTY OF
      ANY
      KIND, EXPRESS OR IMPLIED.

    


    (k)  Licensee's
      Warranties of Title and Quality of Raw Products.
      Licensee
      warrants that it has good title, free of encumbrances, to the Raw Products
      delivered to Buzz Off pursuant to each Purchase Order issued by Licensee under
      this Agreement. Licensee further warrants that the Raw Products will conform
      in
      all respects with the Test Samples and will be free from defects in design,
      material and workmanship that would make them unsuitable for the Buzz Off
      Process.

     

    (l)  LIMITATION
      OF LIABILITIES.
      ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, WHERE BUZZ
      OFF
      WARRANTS ANY PRODUCT, EITHER UNDER THIS AGREEMENT OR AS A MATTER OF LAW, IF
      THERE IS A BREACH OF SUCH WARRANTY, LICENSEE'S ONLY AND EXCLUSIVE REMEDY SHALL
      BE THE CORRECTION OF DEFECTS OR REFUND OF THE PROCESSING PRICE, AS DESCRIBED
      HEREIN. THIS SHALL BE THE LIMIT OF BUZZ OFF’S LIABILITY. NEITHER LICENSEE NOR
      BUZZ OFF SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
      BUT NOT LIMITED TO LOSS OF PROFITS. ANY ACTION RESULTING FROM ANY BREACH ON
      THE
      PART OF A PARTY AS TO GOODS OR SERVICES DELIVERED HEREUNDER MUST BE COMMENCED
      WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

     

    
      
         

      

      
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    (m)  Assignment.
      Buzz Off
      may assign the performance of all or part of any Purchase Order, but Buzz Off
      will remain responsible for completion of such Purchase Order.

     

    8.  Term.
      This
      Agreement shall continue for a term of seven years from the date hereof (the
      “Initial Term”) and thereafter until terminated by either party by not less than
      30 days' written notice (the Initial Term together with any term continuing
      thereafter being referred to herein as the “Term”).

     

    9.  Grant
      of License.
      Buzz Off
      hereby grants to Licensee for the Term a nonexclusive royalty-free license
      to
      use the Marks in connection with the marketing, sale and distribution to
      retailers of Licensed Products within the distribution area as described in
      Exhibit
      B
      (“Distribution Area”). It is understood and agreed that Buzz Off may from time
      to time, upon no less than ninety (90) days’ prior written notice to Licensee,
      amend Exhibit
      A
      to add
      new Marks thereto or to delete therefrom Marks it no longer desires to use
      with
      respect to Licensed Products of the type being offered by Licensee.

     

    10.  Ownership
      Of Marks.
      Licensee
      acknowledges the ownership of the Marks in Buzz Off and agrees that Licensee
      will do nothing inconsistent with such ownership, that all use of the Marks
      by
      Licensee shall inure to the benefit of and be on behalf of Buzz Off and that
      Licensee will provide reasonable assistance to Buzz Off in recording this
      Agreement with appropriate government authorities if requested by Buzz Off.
      Licensee agrees that nothing in this Agreement shall give Licensee any right,
      title or interest in the Marks other than the right to use the Marks in
      accordance with this Agreement. If Licensee has obtained or obtains in the
      future any right, title or interest in the Marks (including any marks which
      are
      confusingly similar to the Marks, colorable imitations, translations or
      transliterations thereof), Licensee agrees that it shall take all actions
      necessary to assign such rights, title and interest to Buzz Off, including
      executing any and all instruments deemed necessary or desirable by Buzz Off
      to
      transfer such right, title or interest to Buzz Off. Licensee agrees that it
      will
      not challenge the title of Buzz Off in and to the Marks or challenge the
      validity of the patents, provisional patents or patents pending and other
      intellectual property related to the Buzz Off Process. 

     

    11.  Form
      of Use.
      Licensee
      agrees to use the Marks only in the form and manner and with appropriate legends
      as reasonably and uniformly prescribed in writing from time to time by Licensor,
      and not to use any other trademark, tradename or service mark in combination
      with any of the Marks without prior written approval of Licensor. Any
      trademarks, tradenames or service marks using the Marks in combination with
      other trademarks, tradenames or service marks shall be the property of
      Licensor.

     

    
      
         

      

      
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    12.  Quality
      Standards for Use of the Marks.
      Licensee
      agrees:

     

    (a)  All
      Licensed Products must bear one or more of the Marks. Only Licensed Products
      may
      be marketed, sold or distributed bearing one or more of the Marks, and the
      Marks
      may not be used in connection with the design, manufacture, advertisement,
      promotion, distribution, sale or other use of any product or service other
      than
      Licensed Products.

     

    (b)  Licensee
      will supply Buzz Off with specimens of all Licensee’s uses of the Marks upon
      request.

     

    (c)  All
      advertising, packaging and promotional material that may be used by Licensee
      in
      merchandising the Licensed Products under the Marks (the “Promotional and
      Packaging Material”), and all other uses of the Marks, shall be submitted to
      Buzz Off for Buzz Off’s approval or disapproval prior to any release thereof by
      Licensee. If such approval or disapproval is not received by Licensee within
      thirty (30) days after transmittal of such material to Buzz Off, such right
      of
      approval or disapproval shall be deemed waived and such material shall be
      considered approved. Buzz Off has the right to disapprove of any such material
      for any reasonable cause or reason. If Buzz Off shall give notice of disapproval
      of any such material, Licensee shall not use or distribute such Promotional
      and
      Packaging Material.

     

    (d)  The
      Licensed Products and all Promotional and Packaging Material shall contain
      appropriate legends, markings and/or notices as reasonably required from time
      to
      time by Buzz Off, to give appropriate notice to the consuming public of Buzz
      Off’s right, title and interest thereto. Licensee agrees that each usage of the
      Marks shall be followed by either the “®” symbol (if a U.S. federal registration
      has issued and is in full force and effect for the subject Licensed Products)
      or
      the “TM” symbol (if an applicable U.S. federal registration has not issued), as
      appropriate, and by the appropriate symbol(s) indicating foreign
      registration.

     

    (e)  To
      assure
      that the provisions of the Agreement are being observed, Licensee agrees that
      it
      will allow Buzz Off or its designees to enter Licensee’s premises, during
      regular business hours and upon reasonable notice, for the purpose of inspecting
      the Licensed Products and the Promotional and Packaging Material relating to
      the
      Licensed Products.

     

    (f)  In
      the
      event Buzz Off gives Licensee written notice that the requirements and standards
      established by Buzz Off concerning the nature and quality of the Licensed
      Products or the use of the Marks and notice requirements hereinabove referred
      to
      are not met or in the event that said requirements and standards for use of
      the
      Marks and notice requirements are not maintained throughout the period of
      offering for sale, sale, advertising, promotion, shipment and/or distribution
      of
      any Licensed Products hereunder, then Licensee shall immediately discontinue
      any
      and all offering for sale, sale, advertising, promotion, shipment and
      distribution of the Licensed Products in connection with which said requirements
      and standards or trademark usage and notice requirements have not been met,
      until such time as all such failures to comply herewith have been cured to
      Buzz
      Off’s satisfaction.

     

    
      
         

      

      
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    (g)  The
      license under this Agreement does not include any right to sublicense the Marks
      or have any products or product components bearing the Marks made on behalf
      of
      Licensee by third parties.

     

    (h)  Licensee
      will notify Buzz Off of any unauthorized use of the Marks by others promptly
      as
      it comes to Licensee’s attention. Buzz Off shall have the sole right and
      discretion to bring infringement or unfair competition proceedings involving
      the
      Marks and to recover and retain any and all damages and remedies. At Buzz Off’s
      request and expense, Licensee shall provide reasonable assistance to Buzz Off
      with any such proceedings.

     

    13.  Use
      of Other Insect Repellent Processes.
      During
      the Term, Licensee will not market or sell products treated with a process
      purporting to provide insect repellency other than the Buzz Off Process or
      use
      Licensee’s trademarks or trade names, or any derivations thereof on any such
      product.

     

    14.  Relationship
      of the Parties.
      Buzz Off
      shall act solely as an independent contractor, and nothing herein shall at
      any
      time be construed to create a relationship of employer and employee,
      partnership, principal and agent, or joint venture as between Licensee and
      Buzz
      Off or Buzz Off’s representatives. Buzz Off and its representatives shall have
      no right or authority, and shall not attempt to enter into any contract,
      commitment or agreement, or incur any debt or liability of any nature in the
      name of or on behalf of the Licensee. Similarly, Licensee and its
      representatives shall have no right or authority, and shall not attempt to
      enter
      into any contract, commitment or agreement, or incur any debt or liability
      of
      any nature in the name of or on behalf of Buzz Off.

     

    15.
       Exclusivity
      Agreement. Licensee
      is a major producer of folding cots and folding camp chairs and desires to
      have
      certain exclusive rights to the application to folding cots and folding camp
      chairs of the Buzz Off Process. Buzz Off agrees that it will treat folding
      cots
      and folding camp chairs to be distributed prior to April 15, 2008 exclusively
      for, or on behalf of, Licensee. 


     

    In
      consideration for this exclusive arrangement from Buzz Off, Licensee agrees
      to
      treat at least 10,000 products. Licensee agrees that it will treat at least
      5,000 products prior to April 15, 2008, and that the total minimum commitment
      of
      10,000 products will be treated by April 15, 2009. These minimum commitment
      quantities may consist of folding cots, folding camp chairs, blankets
      (non-exclusive item), hammocks, or sleeping bags (non exclusive
      item).


     

    Licensee
      may represent to Buzz Off in writing on or before March 1, 2008 that Licensee
      believes it will provide, and will make a good faith effort to provide, a
      minimum of 20,000 product units to Buzz Off for treatment with the Buzz Off
      Process during the year ending April 15, 2009, which representations will be
      based on reasonable production projections provided simultaneously in writing
      to
      Buzz Off. If Buzz Off receives such representation and projections on or before
      March 1, 2008 that it reasonably believes to be made in good faith, Buzz Off
      agrees that the exclusivity period shall continue through April 15, 2009.


    
 

    
      
         

      

      
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    Licensee
      may represent to Buzz Off in writing on or before March 1, 2009 that Licensee
      believes it will provide, and will make a good faith effort to provide, a
      minimum of 40,000 product units to Buzz Off for treatment with the Buzz Off
      Process during the year ending April 15, 2010, which representations will be
      based on reasonable production projections provided simultaneously in writing
      to
      Buzz Off. If Buzz Off receives such representation and projections on or before
      March 1, 2009 that it reasonably believes to be made in good faith, Buzz Off
      agrees that the exclusivity period shall continue through April 15,
      2010.

     

    15.  Notices.
      Except
      as otherwise provided herein, any written notices hereunder to be effective
      shall be delivered by telex, confirmed fax, email, overnight delivery or
      ordinary mail to the address of the other party first above set forth
      below:

     

     

    
      	If to Licensee:	 	 Charleston
              Basics, Inc.
	Address:	 	__________________________________________________
	 	 	__________________________________________________
	Attention:	 	__________________________________________________
	Facsimile:	 	__________________________________________________
	Email: 	 	___________________________________________________
	 	 	 
	If to Buzz Off:	 	
              Buzz Off Insect Shield, LLC

              814
                West Market Street

              Greensboro,
                North Carolina 27401

              Attention:
                Haynes G. Griffin

              Facsimile:
                (336) 272-4157

              Email:
                haynesgriffin@buzzoff.com

            


    

     

    16.  Entire
      Agreement.
      The
      provisions contained in this Agreement constitutes the entire agreement between
      the parties hereto with respect to the subject matter hereof, and no statement
      or inducement with respect to the subject matter hereof by either party hereto
      or by any agent or representative of either party hereto that is not contained
      in this Agreement shall be valid or binding between the parties. Any terms
      and
      conditions or any other provision in any Purchase Order issued by Licensee
      or
      acknowledgement document used by Buzz Off that may be different or inconsistent
      with this Agreement shall be entirely inapplicable, and this Agreement shall
      prevail over all such other Purchase Orders, sale acknowledgements, or other
      documents which may be used in the implementation or the administration of
      this
      Agreement. 

     

    17.  Confidential
      Information - Nonuse and Nondisclosures.

     

    (a)  As
      used
      herein, “Confidential Information” means information about either party, in
      whatever format, furnished to the other party by or on behalf of the party
      furnishing the information, including, but not limited to, information regarding
      policies and procedures; concepts; tools; techniques; contracts; business
      records; marketing information and plans; demographic information; financial
      and
      accounting data and projections; pricing data; operations; basic store
      inventory; entry into new, geographic and/ or product market(s); location of
      new
      stores and offices (including proposed locations); lawsuits and/ or claims;
      management philosophy; customer lists; rental activity reports; sell-through
      activity reports; and confidential information received from third parties
      pursuant to a confidential disclosure agreement.

     

    
      
         

      

      
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    (b)  Confidential
      Information does not include information that: (i) was available to the public
      prior to the time of disclosure; (ii) becomes available to the public through
      no
      act or omission of the party asserting that the information is not confidential;
      or (iii) was communicated rightfully to such party free of any obligation of
      nondisclosure and without restriction as to its use. The party asserting that
      the information is not confidential shall bear the burden of demonstration
      that
      the information falls under one of the exceptions described in this Subsection
      18(b).

     

    (c)  Each
      party agrees, with respect to the Confidential Information of the other party,
      to: (i) hold the Confidential Information in confidence and refrain from
      disclosing Confidential Information, or transmitting any documents or copies
      of
      documents containing Confidential Information, to any other party except as
      permitted under the terms of this Agreement; (ii) use the Confidential
      Information only to assist its performance of this Agreement (including
      supplying or purchasing (or discussing with the other party the supply or
      purchase of) the Products) and for no other purposes and; (iii) not disclose
      any
      Confidential Information except to such party’s directors, officers, employees
      and representatives (including outside attorneys, accountants and consultants)
      (collectively, its “Representatives”), who need such information for the purpose
      of performing its obligations under this Agreement (or Representatives who
      agree
      to be bound by the provisions of this Agreement) and such party shall prevent
      any breach of the terms of this Agreement by its Representatives. Each party
      shall use at least the standard of care with respect to protecting the
      Confidential Information that it accords its own proprietary and confidential
      information.

     

    18.  Indemnification.

     

    (a)  Buzz
      Off’s Indemnity.
      Buzz Off
      agrees to indemnify and hold harmless Licensee, its agents, employees and
      officers harmless from and against any Loss (as hereafter defined) resulting
      from or arising with respect to any suit, demand or claim (1) by any third
      party alleging facts or circumstances which involve any negligent or tortious
      act or omission by Buzz Off, (2) arising out of any uncured breach of this
      Agreement by Buzz Off, or (3) any claim of infringement related to the
      Marks or the Buzz Off Process.

     

    (b)  Licensee’s
      Indemnity.
      Licensee
      agrees to indemnify and hold Buzz Off, its agents, employees and officers
      harmless from and against any Loss resulting from or arising with respect to
      any
      suit, demand, claim (1) by any third party alleging facts or circumstances
      which involve any negligent or tortious act or omission by Licensee,
      (2) arising out of any uncured breach of this Agreement by Licensee, or
      (3) arising out of Licensee’s advertising or sales of Licensed Products,
      including any claim of infringement related to the use of trademarks or
      tradenames other than the Marks used by Licensee in connection with such
      advertising or sales.

     

    
      
         

      

      
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    (c)  Notice
      of Claims.
      If an
      indemnified party reasonably believes that it may incur a Loss covered by the
      foregoing indemnification provisions, it shall deliver written notice to the
      indemnifying party of the facts which are the basis of an indemnification claim
      hereunder and setting forth an estimated amount of any potential Loss, if
      possible, and the sections of this Agreement upon which the claim for
      indemnification for such Loss is based (a “Claim Notice”). If an indemnified
      party receives notice of a third-party claim for which it intends to seek
      indemnification hereunder, it shall give the indemnifying party prompt written
      notice of such claim, so that the indemnifying party’s defense of such claim
      under Section 19(d) hereunder may be timely instituted.

     

    (d)  Defense
      of Third Party Claims.
      The
      indemnifying party under this Section 19 shall have the right to conduct and
      control, through counsel of its own choosing, which counsel shall be reasonably
      acceptable to the indemnified party, any third-party claim, action or suit,
      but
      the indemnified party may, at its election, participate in the defense of any
      such claim, action or suit at its sole cost and expense. Except with the prior
      written consent of the indemnified party, no indemnifying party, in the defense
      of such claim or litigation, shall consent to entry of any judgment or order,
      interim or otherwise, or enter into any settlement that provides for injunctive
      or other nonmonetary relief affecting the indemnified party or that does not
      include as an unconditional term thereof the giving by each claimant or
      plaintiff to such indemnified party of a release from all liability with respect
      to such claim or litigation. In the event that the indemnifying party does
      not
      accept the defense of any matter as above provided, then, without waiving its
      right to be indemnified pursuant to this Section 19, the indemnified party
      shall
      have the full right to defend against any such claim or demand and shall be
      entitled to settle or agree to pay in full such claim or demand. In any event,
      the indemnifying party and the indemnified party shall cooperate in the defense
      of any claim or litigation subject to this Section 19 and the records of each
      shall be available to the other with respect to such defense.

     

    (e)  Loss.
      References herein to “Loss” or “Losses” shall mean any and all damages, claims,
      losses, expenses, costs, obligations and liabilities, including, without
      limitation, liabilities for reasonable attorneys’ fees (except as otherwise
      provided in Section 20(d)) and related expenses incurred by the party incurring
      the Loss or Losses, excluding, however, loss of profits and prospective
      damages.

     

    
      
         

      

      
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    19.  Arbitration.
      Any
      dispute or controversy arising between the parties to this Agreement involving
      the interpretation or application of any provision of this Agreement, or arising
      out of this Agreement, shall be submitted to arbitration at Greensboro, North
      Carolina, pursuant to the Commercial Rules (the “Rules”) of the American
      Arbitration Association (“AAA”) by an arbitrator mutually agreed upon by the
      parties. Such arbitrator shall be selected by the parties hereto no later than
      ten (10) days after AAA notifies each party that a demand for arbitration has
      been filed (“Arbitrator Designation Period”). In the event Buzz Off and Licensee
      are unable to agree on an arbitrator within the Arbitrator Designation Period,
      AAA shall appoint a neutral arbitrator in accordance with the Rules no later
      than ten (10) days following the expiration of the Arbitrator Designation
      Period. The designated arbitrator shall not be an agent, employee, shareholder
      or affiliate of Buzz Off or Licensee. The arbitrator may, in his or her
      discretion, award to the prevailing party its costs of the proceeding, including
      attorneys’ fees and expenses. The decision of the arbitrator shall be final and
      binding on the parties, and judgment upon the decision may be entered in the
      state courts or federal courts having jurisdiction over Guilford County, North
      Carolina.

     

    20.  Termination.
      Buzz Off
      shall have the right to terminate this Agreement (a) following the Initial
      Term, upon one hundred eighty (180) days’ prior written notice to Licensee
      without any cause or reason, (b) immediately in the event of the filing of
      proceedings by or against Licensee under applicable bankruptcy laws or any
      affirmative act of insolvency by Licensee, or upon the appointment of any
      receiver or trustee to take possession of the properties of Licensee or upon
      the
      dissolution and winding-up, sale, consolidation, merger, or any sequestration
      by
      governmental authority of Licensee, or (c) upon breach of any of the
      provisions hereof by Licensee that shall remain uncured after a cure period
      of
      thirty (30) days after such breach is communicated to Licensee in writing.
      Following the Initial Term, upon one hundred eighty (180) days’ prior written
      notice to Buzz Off, Licensee may terminate this Agreement without any cause
      or
      reason. Upon termination of this Agreement for any reason, Licensee shall be
      entitled to dispose of any stocks of the Licensed Products in Licensee’s
      possession or already confirmed for treatment by Buzz Off using the Buzz Off
      Process (the “Ordered Products”) for a period of one hundred eighty (180) days
      from the later of the date of the notice of termination under this Section
      21 or
      the date of receipt by Licensee of the Ordered Products; provided, however,
      that
      Licensee will provide Buzz Off with a statement showing the number and
      description of the items of the Licensed Products it has on hand at the date
      of
      termination and provided further that it will continue to comply in all respects
      with the terms of this Agreement. 

     

    21.  General.

     

    (a)  Applicable
      Law.
      This
      Agreement shall be interpreted according to the laws of the State of North
      Carolina, without giving effect to its choice of law rules.

     

    (b)  Remedies.
      The
      rights and remedies of the parties provided in this Agreement shall be
      exclusive.

     

    (c)  Headings.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    
      
         

      

      
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    (d)  Waiver.
      Licensee’s or Buzz Off’s waiver of any term or condition of this Agreement must
      be in writing and shall not be construed to be a waiver of any other term or
      condition hereof. Licensee’s or Buzz Off’s waiver of any term or condition of
      the Agreement shall not be deemed a waiver of subsequent breach of the same
      term
      or condition of this Agreement.

     

    (e)  Amendments.
      No
      provision of this Agreement may be modified, waived or amended except by a
      written instrument duly executed by each of the parties hereto. Any such
      modifications, waivers or amendments shall not require additional consideration
      to be effective.

     

    (f)  Assignment.
      This
      Agreement, and the rights and obligations of Licensee hereunder, may not be
      assigned or delegated by Licensee without Buzz Off’s prior written consent, to
      be given or withheld in Buzz Off’s sole discretion. Buzz Off shall be free to
      transfer or assign all or any part of this Agreement at any time.

     

    (g)  Survival
      of Rights.
      Notwithstanding anything to the contrary contained herein, such obligations
      which remain executory after expiration of the Term of this Agreement shall
      remain in full force and effect until discharged by performance, and such rights
      as pertain thereto shall remain in force until their expiration.

     

    (h)  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all such counterparts shall together constitute
      one and the same instrument.

     

    (i)  Severability.
      In case
      any provision in or obligation under this Agreement shall be invalid, illegal
      or
      unenforceable in any jurisdiction, the validity, legality and enforceability
      of
      the remaining provisions or obligations, or of such provision or obligation
      in
      any other jurisdiction, shall not in any way be affected or
      impaired.

     

    (j)  Survival
      of Provisions.
      The
      rights, obligations, limitations, and remedies contained in Sections 10, 14,
      18,
      19, 20 and 22 of this Agreement shall survive any modification, amendment,
      suspension or termination of this Agreement to the maximum extent permitted
      by
      law.

     

    SIGNATURE
      PAGE FOLLOWS

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, by their execution below, the parties hereto have agreed to
      all
      of the terms and conditions of this Agreement.

     

    
      	 	 	 
	 	
              BUZZ
                OFF:

            
	 	 
	 	
              Buzz
                Off Insect Shield, LLC

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
                

              

              Haynes
                G. Griffin,

              Chief
                Executive Officer

            
	 	 


    

     

    
      	 	 	 
	 	
              LICENSEE:

            
	 	 
	 	 
	 	Charleston Basics, Inc. 
	 
 	 
 	 
 
	
            	By:  	 
	 	 	
              
 
	 	Name:	 
	 	 	
              

            
	 	 	 
	 	Title:	 
	 	
              
 


    

     

    
      
         

      

      
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    Exhibit
      A

    


    Marks
      of Licensor

    


    Buzz
      Off,
      Insect Shield, Insect Repellent Gear and any combination thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      B

    


    Distribution
      Area

    


    The
      District of Columbia, Puerto Rico and all states of the United States.