Exhibit 10.2     AGREEMENT made as of February ___, 2006, by and between IM Ready-Made, LLC, a New York limitedliability company with offices at 347 West 36th Street, New York, New York, 10018(hereinafter referred to as the “Company”), and THE FASHION HOUSE, INC., a Colorado corporationwith offices at 6310 San Vincente Boulevard, #330, Los Angeles, California 90048-5499 (hereinafterreferred 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 whichLicensee, 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 hereinafterdefined), 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”);
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     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Companyand Licensee do hereby respectively grant, covenant and agree as follows:1.      **GRANT OF LICENSE**     1.1 **Grant of License**.
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          (a) The Company hereby grants to Licensee, during the term of this Agreement, an exclusivelicense to use the marks “Isaac”, “Isaac Mizrahi-New York”, and [mark], solely in forms to beagreed 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 ShoeLine and the [X] Shoe Line, respectively, all such items of the types, qualities and stylestraditionally sold in the channels of distribution approved in Paragraph 5.7 and with a suggestedretail price of $150 to $400, $400 and up, and $80-$140, respectively. Items authorized for salehereunder shall be referred to as “**Products.**” Items within the definition of “Products” that aremanufactured, distributed and sold by Licensee in accordance with this Agreement shall be referredto collectively hereinafter as “**Articles**.” The foregoing and any other provision to the contrarycontained herein notwithstanding, Licensee acknowledges and agrees that: (1) the Company reservesall 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 asa domain name or in metatags), microfilm, e-mail, electronic databases, on-line services, CD-ROM orother similar media now existing or hereafter developed, except that, subject to the Company’sapproval of uses in accordance herewith and provided that Licensee uses all commercially reasonableefforts to prevent solicitation of and sales to customers outside the Territory, Licensee mayutilize the Licensed Marks on the Internet to advertise (but not sell) Articles on Licensee’swebsite at http://www.fashionhouseinc.com, and other
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sites, each of which are approved by the Company, and (y) in emails with Licensee’s customerslocated within the Territory (but not in unsolicited emails).     **1.1(b)****Right of First Refusal . In the event the Company desires to useor 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 offirst 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 applicableLicensed Mark (it being understood that the parties contemplate that the applicable Licensed Markshall be on the labels within Products and the respective boxes or other packaging therefor). NoArticles (i.e., Products bearing or sold under a Licensed Mark) shall be sold or otherwisedistributed 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 donot include the right to operate a boutique under any of the Licensed Marks (or any variation orsimulation 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 factoryoutlet operated by Licensee under Licensee’s name, provided that “Net Sales” (as hereinafterdefined in Paragraph 2.1) of Articles through such factory outlet during any Annual Period shallnot 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 allProducts and otherwise exploit the rights herein granted throughout the Territory
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(subject to the restrictions contained herein) and to sell the maximum quantity of Articlestherein consistent with the high standards and prestige represented by the applicable Licensed Markand the advertising and marketing philosophies of the Company.     1.5 **Disputes Between Licensees****.**In the event of any dispute between Licensee and anyother licensee of the Company in the Territory with respect to the products covered by theirrespective licenses, such dispute shall be mediated by the Company, in its sole discretion, afterhearing the position of Licensee and each such other licensee. The Company’s determination shallbe final and binding upon Licensee.
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     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 sellArticles to, any person or entity which Licensee knows or has reason to believe (including, withoutlimitation, by reason of a previous history of exportation or diversion of Articles, other Productsor any other products which is known to Licensee) may export such Articles from the Territory ordivert Articles. To “**divert**” means, for Licensee or any other person/entity, to sell or otherwisetransfer Articles other than to permitted retail locations (as set forth in Paragraph 5.7) locatedin the Territory for sale within the Territory. In order to monitor and control potentialexportation/diversion problems, Licensee shall use commercially reasonable efforts to ensure thatthe Company and Licensee be able to determine, with respect to Articles which are found to havebeen exported/diverted, the entity which sold such exported/diverted Articles or from which suchArticles were exported/diverted. In addition, Licensee shall cooperate with the Company inconnection with anti-counterfeiting programs relating to the Licensed Marks and/or Articles as wellas other products sold under the Licensed Marks. In the event that, despite all of the foregoingor otherwise, Articles are exported/diverted on more than one occasion, the Company on the secondoccasion and thereafter may purchase the exported/diverted Articles at Licensee’s expense and, inthe 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 andcontinue through March 31, 2011. Thereafter, this Agreement automatically
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shall renew for an additional term of five (5) years, provided that, with respect to suchrenewal, (a) Licensee delivers to the Company a written notice of its election to renew thisAgreement at least six months prior to the end of the initial term, (b) “Net Sales” (as definedherein) during the fifth “Annual Period” (as defined below in this Paragraph 2.1) of the initialterm 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 renewis exercised and at the end of the initial term. Each twelve (12) month period commencing on eachApril 1st during the term of this Agreement shall constitute and shall be referred to hereinafteras an “**Annual Period**,” except that the first Annual Period shall commence as of the date hereof andcontinue through March 31, 2007. “Net Sales” are defined as the gross invoice price for theProducts shipped by Licensee less (a) returns accepted for credit or exchange, (b) normal andcustomary trade discounts but not advertising allowances, (c) freight charges (ifseparately invoiced) and amounts disbursable, (d) uncollectible accounts, and (e) year-endallowances of up to a maximum of five (5%) percent of gross invoices, but not including anyother deduction for advertising, warehouse and distribution costs and expenses.     2.2 **Limitations on Renewal**. If Licensee otherwise effectively renews this Agreementbut Net Sales during the last Annual Period of the initial term are less than the RenewalThreshold, unless the Company waives the shortfall, the renewal shall be ineffective and thisAgreement forthwith shall terminate.
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     2.3 **Termination Due To Insufficient Net Sales****.**Notwithstanding the provisions ofParagraphs 2.1 and 2.2 above and in addition to the termination provisions provided below, theCompany may terminate this Agreement within thirty (30) days after its receipt of any of the annualstatements to be delivered to the Company in the event that (i) “Net Sales” for the second or anysubsequent Annual Period covered by any such annual statement are less than the amount necessary togenerate 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 inprocess, but in no event later than the June 30th following the Annual Period for which requiredlevel of Net Sales was not reached.3.**DESIGN SERVICES**     3.1 **Collections****.**During each Annual Period, Licensee shall manufacture, distributeand sell Spring and Fall collections of Articles. The first collection shall be the Spring 2007collection.     3.2 **Development****.**(a) Licensee shall employ one full time designer who shall beexclusively 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 theCompany may select those, if any, which the Company approves for use in connection with Articles.
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          (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 withLicensee 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 theArticles.     3.3 **Regular Meetings****.**The Company and Licensee shall meet regularly to discuss andagree upon concepts for new Articles and materials relating thereto as well as marketing plans andstrategies.     3.4 **Sketches and Other Materials are Property of Company****.**All sketches and othermaterials (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 beused by Licensee solely in connection with the manufacture, distribution and sale of Articles inthe Territory and pursuant to this Agreement. If Licensee chooses not to use such sketches orother material, Licensee shall deliver them to the Company, at Licensee’s expense, and Licensee maynot use them or permit their use thereafter. Whether or not Licensee chooses to use any suchsketches and other material, the Company may use and permit others to use them in any manner itdesires, provided that, to the extent of the Company’s other shoe licensees, if any, such use doesnot conflict with any rights granted to Licensee hereunder. All sketches and materials created byLicensee but not approved by the Company shall be, as
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between the Company and Licensee, the exclusive property of Licensee and the Company shallhave no rights in respect thereof.     3.5 **Costs of Production****.**Licensee shall be responsible for making all samples as wellas 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-pocketexpenses (such as expenses for designer samples) up to $500 incurred by the Company in connectionwith 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 adistinctive or unique design first developed for or used with Articles, or (b) distribute or sellany Products with or using labeling, advertising or promotional material that is the same orconfusingly similar to labeling, advertising or promotional material then or ever used by Licenseein connection with Articles, nor shall any of them authorize, assist, engage or permit any thirdparty to do any of the foregoing.4.**CONFIDENTIALITY**     4.1 **Confidentiality****.**          (a) Each party acknowledges that all information relating to the business and operations ofthe 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 operationsand 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 usedor proposed) (collectively
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“**Confidential Information**”), is the valuable property of the party disclosing the same (exceptthat all concepts, sketches, plans, features, manufacturing specifications and designs shall be theproperty of the Company as and to the extent provided in Section 3.4). Each party acknowledges theneed 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 ordisclose the same, except as provided below, and it shall take all necessary steps to ensure thatuse by it or by its contractors, suppliers, distributors, agents and employees (which use shall besolely as necessary for, and in connection with, the manufacture, distribution, sale, advertisingor promotion of Articles) shall preserve in all respects such confidentiality and secrecy. Eachparty 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 anybreach by such party or its contractors, suppliers, agents or employees of the provisions of thisparagraph.          (b) The parties herein further acknowledge and agree that a party’s remedies at law for abreach or threatened breach of this Paragraph 4.1 would be inadequate and, in recognition of thisfact, in the event or a breach or threatened breach by a recipient of this Paragraph 4.1, therecipient agrees that, in addition to any remedies at law, at the other party’s option, it shall beentitled, 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 maybe available. Nothing contained herein shall be construed as prohibiting the parties from pursuingany
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other remedies available to it for such breach or threatened breach. Pursuit of any remedy atlaw or in equity shall not be deemed an election of remedies.          (c) The provisions of this paragraph and the parties’ obligations hereunder shall survive theexpiration 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 timesof the highest quality appropriate for the line in which it is sold. In addition, Articles shallbe distributed and sold only with packaging, presentation and sales promotion materials appropriatefor line and consistent with the Company’s standards therefor. It is anticipated that Licenseeshall set its wholesale prices of Articles at a level to encourage the development of sales ofArticles. However, it is acknowledged that Licensee will set its wholesale prices for Articles inits discretion, provided that no Article may retail for less than $400, $100.00 and $80, withrespect to the Isaac Mizrahi-New York Shoe Line, the Isaac Shoe Line and the [X] Shoe Line,respectively.
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     5.2 **Quality Approval****.**The styles, designs, packaging, contents, workmanship andquality of all Articles, as well as all advertising and promotional materials relating thereto, andthe specific media in which they shall be disseminated, must be approved by the Company inaccordance with Section 6.1 hereof prior to any distribution, sale or use thereof. Any otherprovision of this Agreement notwithstanding, the Company at all times shall have the right to takeall actions which it reasonably deems necessary to ensure that: (a) Articles manufactured or soldhereunder, and the advertising and promotion of such Articles, are consistent with the reputationand prestige of the applicable Licensed Mark and (b) Articles are manufactured, distributed, soldand promoted by the Licensee in accordance with this Agreement, provided that, to the extentcommercially practicable, prior to taking such action, the Company shall provide Licensee with areasonable opportunity to take corrective action.
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     5.3 **Prototypes and Samples****.**Before selling or distributing any Article, Licenseeshall submit to the Company, free of charge, for its approval in accordance with Section 6.1hereof, one (1) sketch of each such Article together with (i) samples of all materials of whichsuch Articles shall be comprised and (ii) the tags, labels and packaging to be used in connectiontherewith. The Company and its duly authorized representatives shall have the right, uponreasonable advance notice and during normal business hours, to examine Articles in the process ofbeing manufactured and to inspect all facilities utilized by or on behalf of Licensee in connectiontherewith. In addition and in accordance with Section 5.6, before Licensee begins selling ordistributing any Article, Licensee shall submit to the Company a then-current production sample ofeach 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 andregulations, whether foreign or domestic, national, regional or local, throughout the Territoryand/or in any territory in which Articles are so manufactured, sold, labeled, packaged, distributedand/or advertised, including all child and other labor laws, customs requirements and advertisingand consumer protection laws. Licensee shall monitor the performance of its retail locationpurchasers and of Contractors (as hereinafter defined) in this regard and shall (a) notify Companyof any instances of noncompliance, (b) endeavor to take any corrective action as may be reasonablyrequested by Company to remedy the same and (c) terminate agreements with persons that repeatedlyfail to so comply. No proposal or approval by Company of any
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Articles, or portion thereof, or any other materials, designs, tags, labeling, packaging orother advertising or promotional materials, shall be deemed to limit or modify Licensee’sobligations under this paragraph. If Licensee determines that any otherwise approved Articles orportion thereof, or any other materials, designs, tags, labeling, packaging or other advertising orpromotional materials, are not in compliance with any applicable law, Licensee shall notify Companyand the parties shall seek to rectify the problem. Any proposed modification to rectify theproblem shall be subject to Company’s prior approval and the modified item also shall be subject toCompany’s final approval.     5.5 **Form and Manner of Use of Licensed Marks****.**Licensee shall use and display theLicensed Marks and Other Intellectual Property (as hereinafter defined) only in such form andmanner as are specifically approved in writing by the Company in accordance with Paragraph 6.1hereof. 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 inconnection 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 IntellectualProperty 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 beenapproved by the Company in accordance with Paragraph 6.1 hereof. Before using or releasing anysuch 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
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of any kind on which the Licensed Marks and/or Other Intellectual Property appear. The sameshall not be used or released prior to Licensee’s receipt of such approval and Licensee shallprovide the Company with finished versions thereof, free of charge, upon the Company’s reasonablerequest.     5.6 **Departure from Approved Sample****.**After any sample, copy, artwork or other materialhas been approved, Licensee shall not depart therefrom in any respect without the prior writtenapproval 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 shallneither 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 theCompany, Licensee’s distribution patterns in respect of Articles shall consist solely of retaillocations whose location, merchandising and overall operations are consistent with the high qualityand 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 shallbe (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) cataloguesassociated with the retail stores identified in subsection (1), (3) the Internet websitesZappos.com, Shoes.com and other Internet portals approved by the Company in writing from time totime, (4) to the extent provided in Paragraph 1.3, a factory store
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operated by Licensee under Licensee’s name, and (5) only for Articles sold by Licensee at morethan 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 entitiesshall not, in the aggregate, exceed twenty five percent (25%) of Net Sales with respect to eachShoe Line during any Annual Period. Without limiting the generality of the foregoing, Licenseeacknowledges and agrees that: (i) it shall not sell or distribute, or sell to persons who may sellor distribute, Articles to K-Mart, Wal-Mart, Target, Mervyn’s, J.C. Penney, Sears, Kohl’s, or anyother similar such mass merchandisers or club stores or any other discounter or retail location notmeeting the standard set forth in the previous sentences of this subparagraph, and (ii) it shallnot accept production orders from any discounter, club store, mass merchandiser, or similar suchdiscounter, without the Company’s prior written approval, which may be given or withheld in itssole discretion.          (b) If the Company objects in writing to the continued sale of Articles to any retail locationand provides bonafide reasons for such objection, Licensee shall use commerciallyreasonable efforts to correct the problem, if possible, and, if the problem cannot be corrected oris not corrected within a commercially reasonable period of time, Licensee shall terminate sales tosuch retail location.          (c) Licensee shall not enter into any agreement with a distributor or sublicensee related tothe Articles without the Company’s prior written consent.     5.8 **Contractors****.**
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          (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 theCompany objects to the continued engagement of any Contractor as not being in compliance with therequirements of this Agreement, Licensee shall use commercially reasonable efforts to correct theproblem, if possible, and, if the problem cannot be corrected or is not corrected within acommercially 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 ofArticles for Licensee, or disclose to any third party any proprietary information regardingArticles, (ii) to permit the Company to exercise its rights hereunder to inspect the Contractor’sfacilities, (iii) not to use any child labor or violate any labor or other applicable laws orstandards adopted by the United Nations or the applicable jurisdiction with respect to fairremuneration for word, health and safety conditions in the work environment and social protectionof workers in connection with the manufacture of Articles, and (iv) to sell Articles manufacturedby 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 toa Contractor shall limit Licensee’s obligations hereunder, i.e., any act or omission by aContractor which would otherwise constitute a material violation of this Agreement shallconstitute a material violation of this Agreement by Licensee. Licensee shall be solelyresponsible for insuring that any Article produced by any Contractor shall comply with the qualitystandards set forth in this Agreement.
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6.**APPROVALS**     6.1 **Subjective Approvals; Approvals in Writing****.**It is specifically understood andagreed that the Company’s approval pursuant to this Agreement may be based solely on the Company’ssubjective standards and may be withheld in the Company’s sole and absolute discretion. Noapproval shall be deemed given by the Company hereunder unless it is in writing signed by theCompany.     6.2 **Limitations on Approvals****.**Notwithstanding anything to the contrary herein, theCompany’s approval of any Articles for inclusion in, or of materials of any kind for use inconnection with the manufacture, distribution, sale, advertising and/or promotion of, anyparticular collection of Articles shall constitute approval only for inclusion or for such use inconnection with such collection and shall not be deemed to constitute approval of such Articles orof any such materials with respect to any other collection of Articles.7.**ADVERTISING; SHOWROOM**
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     7.1 **Advertising/General****.**Licensee shall exercise its best efforts to promote andadvertise Articles in the various appropriate media throughout the Territory. Any advertisementsor promotions related to Articles shall be subject to the Company’s prior approval (or deemedapproval) in accordance with Section 6.1 hereof. In addition, the specific media or publicationsby or in which such advertisements and promotions shall be distributed also shall be subject to theCompany’s prior approval (or deemed approval) in accordance with Section 6.1 hereof. Withoutlimiting the generality of the foregoing, Licensee shall not place any material in any medium orpublication which is not compatible with the reputation, image and prestige of the Company. Theforegoing notwithstanding, subject to the Company’s approval of uses in accordance herewith andprovided that Licensee uses all commercially reasonable efforts to prevent solicitation of andsales to customers outside the Territory, the Company agrees that Licensee may utilize the LicensedMarks on the Internet to advertise (but not sell) Articles on Licensee’s website athttp://www.fashionhouseinc.com, and other sites approved by the Company, and (y) in emails withLicensee’s customers located within the Territory (but not in unsolicited emails)     7.2 **Showroom****.**During the term of this Agreement, Licensee shall maintain a separatearea in its showroom in New York, New York, exclusively for the display, promotion and sale offinished Articles, for which showroom the Company shall be consulted as to design and generalappearance. Said showroom shall be staffed and maintained in a manner commensurate with thereputation and prestige of the Licensed Marks as designations for products of the highest quality.
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8.**GUARANTEED MINIMUM ROYALTY**     8.1 **Calculation of Guaranteed Minimum Royalty****.**In consideration for the use of theLicensed Marks hereunder, Licensee shall pay to the Company a guaranteed minimum royalty for eachAnnual Period (each, the “**Guaranteed Minimum Royalty**” (8%) for such Annual Period) as follows:ANNUAL PERIOD GUARANTEED MINIMUM ROYALTY     First  $170,000,00Second  $225,000.00Third  $275,000.00Fourth  $     350,000Fifth  $     400,000Sixth through Tenth  $     450,000 (each)     8.2 **Payment of Guaranteed Minimum Royalty**. The Guaranteed Minimum Royalty payable foreach Annual Period shall be paid to the Company in four (4) equal quarterly installments on April1, July 1, October 1 and January 1 of such Annual Period, except that the Guaranteed MinimumRoyalty for the first Annual Period shall be paid as follows: twenty five percent (25%) on each ofexecution of this Agreement, July 1, 2006, October 1, 2006 and January 1, 2007.9.**SALES STATEMENT**     9.1 **Statement****.**Licensee shall deliver to the Company, at the time each payment of aSales Royalty or Sales Fee is due, a statement signed by a duly authorized officer of Licensee andcertified by him or her as accurate indicating, by month and by outlet, the number and invoiceprice of all Articles shipped during the period covered by such Sales Royalty and Sales Feepayment, the amount of discounts and credits from
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gross sales which may be deducted therefrom and acomputation of the amount of Sales Royalty and Sales Fee payable hereunder for said period. Suchstatement shall be furnished to the Company whether or not any Articles have been sold or exchangedduring the period for which such statement is due. Together with each such statement, Licenseeshall deliver to the Company a copy of Licensee’s then current customer list. In addition, at theCompany’s request, Licensee promptly shall make available a copy of each invoice for Articlesshipped during the period covered by each such statement.     9.2 **Statement by Accountants****.**Licensee shall deliver to the Company, not later thanforty-five (45) days after the close of each Annual Period (or portion thereof in the event ofprior termination for any reason), a statement signed and certified by its regular certified publicaccountants relating to said entire Annual Period, setting forth the same information required tobe submitted by Licensee in accordance with Paragraph 9.1 above and also setting forth, withrespect to the advertising and promotion of Articles, the total amount, if any, expended byLicensee therefor during such Annual Period, including and stating separately those amounts paidfor cooperative, trade and national consumer media advertisements, together with media invoicecopies and tearsheets, station/network logs or other evidence of publication.