Exhibit 10.6          AGREEMENT made as of the 1st day of April, 2007 by and between BILL BLASS INTERNATIONAL, LLC,a Delaware limited liability company with offices at 550 Seventh Avenue, New York, New York 10018(hereinafter referred to as the “**Company**”), and THE FASHION HOUSE, INC., a ___corporation withoffices 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 (as hereinafter defined) under the Licensed Mark (as hereinafterdefined) in the Territory (as hereinafter defined); and          WHEREAS, the Company and Licensee previously have entered into arrangements pursuant to whichLicensee, under licenses from and subject to the approval of the Company, manufacture, distributeand sell better, prestige and luxury Products under the marks BLASS BY BILL BLASS, BILL BLASS and,as of the date hereof, BLASSPORT, also in the Territory (such licenses, collectively, the “OtherLine Agreements”);          WHEREAS, set forth on Annex I at the end of the Agreement is a schedule of the location, byreference to paragraph, of the defined terms used in this Agreement;
 

 
          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 (except as to the Company’s rights under Paragraph 1.1(c) and Paragraph 19.10) to use themark COLLECTION — BILL BLASS, solely in forms to be agreed upon by the parties (the **“LicensedMark”**), throughout the world, other than Japan (the **“Territory”**), solely in connection withLicensee’s manufacture, distribution and sale of women’s shoes, all such items of the types,qualities and styles traditionally sold in the channels of distribution approved in Paragraph 5.7.Items authorized for sale hereunder shall be referred to as “**Products.**” Items within thedefinition of “Products” that are manufactured, distributed and sold by Licensee in accordance withthis Agreement shall be referred to collectively hereinafter as “**Articles**.” The foregoing and anyother provision to the contrary contained herein notwithstanding, Licensee acknowledges and agreesthat: (1) the Company reserves all rights to the Licensed Mark except those specifically grantedherein to Licensee, and (2) Licensee shall not use the Licensed Mark for any purpose whatsoever onthe Internet (including as a domain name or in metatags), microfilm, e-mail, electronic databases,on-line services, CD-ROM or other similar media now existing or hereafter developed, except that,subject to the Company’s approval of uses in accordance herewith and provided that Licensee usesall commercially reasonable efforts to prevent solicitation of and sales to customers outside theTerritory, Licensee may utilize the Licensed Mark on the Internet (x) to advertise (but not sell)Articles on Licensee’s website at http://___, and other sites approved by the Company,and (y) in emails with Licensee’s customers located within the Territory (but not in unsolicitedemails).
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          (b) Notwithstanding anything to the contrary contained herein, if at any time after the firstAnnual Period, (1) Licensee is not selling a commercially significant amount of Articles in anycountry and (2) the Company, directly or through a licensee has the opportunity to sell shoesvalued at one million dollars ($1,000,000) or more in such country under the Licensed Mark, then,unless Licensee agrees in writing to match that opportunity, at the Company’s request all rights inrespect of such country shall revert to the Company and such country shall be deemed excluded fromthe Territory.          (c) Notwithstanding anything to the contrary contained herein, the license granted hereunderwith respect to the manufacture, distribution and sale of Products sold under the Licensed Mark isnon-exclusive in that the Company: (i) itself may, or may grant to third parties the right to,manufacture women’s shoes (including Products) under the Licensed Mark, including within theTerritory, provided that such items are not sold within the Territory, and (ii) may exercise orgrant rights as specified in Paragraph 19.11 hereof.          (d) No provision contained herein is intended to grant to Licensee rights in any marks(s)owned by the Company other than the Licensed Mark. The Company, itself and through licensees,freely may manufacture, distribute and sell any products or services, including women’s shoes,under mark(s) owned by the Company including, without limitation, variations of the mark BILL BLASS(other than the Licensed Mark and any other mark licensed to Licensee under the Other LineAgreements or any other agreements between the parties).
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     1.2 **All Articles to Bear Licensed Mark**. To the extent commercially practicable (or asotherwise provided in Section 14.3 hereof), all Articles shall bear the Licensed Mark (it beingunderstood that the parties contemplate that the Licensed Mark shall be on the labels withinProducts and the boxes therefor). No Articles (i.e., Products bearing or sold under theLicensed Mark) shall be sold or otherwise distributed by Licensee under any mark other than theLicensed Mark.     1.3 **No Retail Sales****.**Licensee acknowledges that the rights granted to it hereunder do notinclude the right to operate a boutique under the Licensed Mark (or any variation or simulationthereof) or otherwise to itself sell Articles at retail (including, without limitation, throughcatalog, mail or internet orders), except that Licensee may sell Articles through a factory outletoperated by Licensee under Licensee’s name, provided that “Net Sales” (as hereinafter defined) ofArticles through such factory outlet during any Annual Period shall not constitute more than fivepercent (5%) of Net Sales for such Annual Period.     1.4 **Exploitation****.**Licensee shall use its best efforts, but no less than the effortsgenerally employed by shoe licensees of other fashion designers, to develop and promote allProducts and otherwise exploit the rights herein granted throughout the Territory (subject to therestrictions contained herein) and to sell the maximum quantity of Articles therein consistent withthe high standards and prestige represented by the applicable Licensed Mark and the advertising andmarketing philosophies of the Company.
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     1.5 **Disputes Between Licensees****.**In the event of any dispute between Licensee and any otherlicensee of the Company in the Territory with respect to the products covered by their respectivelicenses, such dispute shall be mediated in good faith by the Company after hearing the position ofLicensee and each such other licensee. The Company’s determination shall be final and binding uponLicensee.
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     1.6 **Diversion**. Licensee shall not (a) export Articles from the Territory, (b) divert (ashereafter defined) Articles, or (c) contract for the manufacture of Articles with, or sell Articlesto, 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 appropriate retail locations (as specified in Paragraph 5.7)located in the Territory for sale within the Territory, and, for retail locations, to resell orotherwise transfer Articles other than to consumers from their retail premises in the Territory.In order to monitor and control potential exportation/diversion problems, Licensee shall usecommercially reasonable efforts to ensure that the Company and Licensee be able to determine, withrespect to Articles which are found to have been exported/diverted, the entity which sold suchexported/diverted Articles or from which such Articles were exported/diverted. In addition,Licensee shall cooperate with the Company in connection with anti-counterfeiting programs relatingto the Licensed Mark and/or Articles as well as other products sold under the Licensed Mark,provided that Licensee shall not be required to incur any out-of-pocket expenses in connection withsuch cooperation. In the event that, despite all of the foregoing or otherwise, Articles areexported/diverted on more than one occasion, the Company on the second occasion and thereafter maypurchase the exported/diverted Articles at Licensee’s expense and, in the Company’s discretion,destroy such Articles or return such Articles to Licensee.
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**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 shall renew for anadditional term of five (5) years, provided that, with respect to such renewal, (a) Licenseedelivers to the Company a written notice of its election to renew this Agreement at least sixmonths prior to the end of the initial term, (b) “Net Sales” (as defined in Paragraph 9.1(c))during the fifth “Annual Period” (as defined below in this Paragraph 2.1) of the initial term areat least One Hundred and Sixty Five Million Dollars ($165,000) (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**.”     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. If, however, at the time it is determined that there was sucha shortfall, Licensee already in good faith had commenced the development of the next collection ofArticles, termination shall be effective upon the end of the sell off of such collection inaccordance herewith, but in no event later than June 31, 2011 (unless the Agreement otherwise isterminated in accordance herewith).
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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 in Paragraph 17below, the Company may terminate this Agreement within thirty (30) days after its receipt of any ofthe annual statements to be delivered to the Company pursuant to Paragraph 12.2 below in the eventthat (i) “Net Sales” (as hereinafter defined) for the second or any subsequent Annual Periodcovered by any such annual statement are less than the amount necessary to generate the “GuaranteedMinimum Royalty” and “Guaranteed Minimum Fee” (both as hereinafter defined) 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 were 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 2008collection.
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     3.2 **Development****.**During each Annual Period, Licensee shall submit to the Companymaterials, designs, sketches, colors, tags, labels and packaging for each of its lines of Articlesfrom which the Company may select those, if any, which the Company approves for use in connectionwith Articles. The Company shall approve or disapprove the materials, designs, sketches, colors,tags, labels and packaging submitted as aforesaid, for the line for which it is submitted, andshall discuss with Licensee any modifications or alterations thereof. Any such approval by theCompany shall be given prior to use of such materials, designs, sketches, colors, tags, labels orpackaging by Licensee in accordance with Section 6.1 hereof. Once any item is approved by theCompany hereunder, Licensee shall commence diligently to produce and show such item.     3.3 **Regular Meetings****.**The Company and Licensee shall meet regularly to discuss and agreeupon concepts for new Articles and materials relating thereto as well as marketing plans andstrategies.
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     3.4 **Sketches and Other Materials are Property of Company****.**All sketches and other materials(a) provided by the Company, or (b) provided by Licensee and approved by the Company, shall be, asbetween the Company and Licensee, the exclusive property of the Company, and shall be used byLicensee solely in connection with the manufacture, distribution and sale of Articles in theTerritory and pursuant to this Agreement. If Licensee chooses not to use such sketches or othermaterial, Licensee shall deliver them to the Company, at Licensee’s expense, and Licensee may notuse them or permit their use thereafter. Whether or not Licensee chooses to use any such sketchesand other material, the Company may use and permit others to use them in any manner it desires,provided that, to the extent of the Company’s other shoe licensees, if any, such use does notconflict with any rights granted to Licensee hereunder. All sketches and materials created byLicensee but not approved by the Company shall be, as between the Company and Licensee, theexclusive property of Licensee and the Company shall have no rights in respect thereof.     3.5 **Costs of Production****.**Licensee shall be responsible for making all samples as well asfor the production of Articles, and Licensee shall bear all costs in connection therewith.
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     3.6 **Protection of Innovation**. Neither Licensee nor its affiliates shall: (a) manufacture(or cause to be manufactured), market, distribute or sell any Products with a distinctive or uniquedesign first developed for or used with Articles, or (b) distribute or sell any Products with orusing labeling, advertising or promotional material that is the same or confusingly similar tolabeling, advertising or promotional material then or ever used by Licensee in connection withArticles, nor shall any of them authorize, assist, engage or permit any third party to do any ofthe foregoing.**4.****CONFIDENTIALITY**     4.1 **Confidentiality****.**
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          (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, including Bill Blass), as wellas all concepts, sketches, plans and designs used or proposed for use in connection with Articles(by whomever used or proposed) (collectively “**Confidential Information**”), is the valuable propertyof the party disclosing the same (except that all concepts, sketches, plans, features,manufacturing specifications and designs shall be the property of the Company as and to the extentprovided in Section 3.4). Each party acknowledges the need to preserve the confidentiality andsecrecy of the Confidential Information and agrees that, both during the term of this Agreement andafter the termination hereof, it shall not use or disclose the same, except as provided below, andit shall take all necessary steps to ensure that use by it or by its contractors, suppliers,distributors, agents and employees (which use shall be solely as necessary for, and in connectionwith, the manufacture, distribution, sale, advertising or promotion of Articles) shall preserve inall respects such confidentiality and secrecy. Each party hereby the other and its officers,directors and employees against any damage of any kind (including attorneys’ fees and expenses)which may be suffered by any of them as a result of any breach by such party or its contractors,suppliers, agents or employees of the provisions of this paragraph.
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          (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 of 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 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.
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     5.2 **Quality Approval****.**The styles, designs, packaging, contents, workmanship and quality ofall Articles, as well as all advertising and promotional materials relating thereto, and thespecific media in which they shall be disseminated, must be approved by the Company in accordancewith Section 6.1 hereof prior to any distribution, sale or other use thereof. Any other provisionof this Agreement notwithstanding, the Company at all times shall have the right to take allactions 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 anopportunity to take corrective action.
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     5.3 **Prototypes and Samples****.**Before selling or distributing any Article, Licensee shallsubmit to the Company, free of charge, for its approval in accordance with Section 6.1 hereof, one(1) sketch of each such Article together with (i) samples of all materials of which such Articlesshall be comprised and (ii) the tags, labels and packaging to be used in connection therewith. Inaddition, after Licensee begins selling or distributing any Article, upon the Company’s request,Licensee shall submit to the Company then-current production samples of each Article producedhereunder so that the Company may assure itself of the maintenance of the quality standards setforth herein. All Articles to be sold hereunder shall be at least equal in quality to the sketchesand samples approved by the Company. The Company and its duly authorized representatives shallhave the right, upon reasonable advance notice and during normal business hours, to examineArticles in the process of being manufactured and to inspect all facilities utilized by or onbehalf of Licensee in connection therewith.
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     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 Territory,including all child and other labor laws, customs requirements and advertising and consumerprotection laws. Licensee shall monitor the performance of its retail location purchasers and ofContractors (as hereinafter defined) in this regard and shall (a) notify Company of any instancesof noncompliance, (b) endeavor to take any corrective action as may be reasonably requested byCompany to remedy the same and (c) terminate agreements with persons that repeatedly fail to socomply. No proposal or approval by Company of any Articles, or portion thereof, or any othermaterials, designs, tags, labeling, packaging or other advertising or promotional materials, shallbe deemed to limit or modify Licensee’s obligations under this paragraph. If Licensee determinesthat any otherwise approved Articles or portion thereof, or any other materials, designs, tags,labeling, packaging or other advertising or promotional materials, are not in compliance with anyapplicable law, Licensee shall notify Company and the parties shall seek to rectify the problem.Any proposed modification to rectify the problem shall be subject to Company’s prior approval andthe modified item also shall be subject to Company’s final approval.
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     5.5 **Form and Manner of Use of Licensed Mark****.**Licensee shall use and display the LicensedMark and Other Intellectual Property (as hereinafter defined) only in such form and manner as arespecifically approved in writing by the Company in accordance with Paragraph 6.1 hereof. Licenseeshall cause to appear on all Articles produced hereunder, and on their tags, packaging and thelike, and on all advertising, promotional and publicity material used in connection therewith,including, without limitation, point-of-sale displays and similar materials, and on any printedmatter of any kind on which the Licensed Mark and/or Other Intellectual Property appear, includingbut not limited to business cards, invoices, order forms and stationery, such legends, markings andnotices as the Company may request. Before using or releasing any such material, Licensee shallsubmit to the Company, for its approval, proposed advertising (including a description of theproposed placement thereof), promotional and publicity copy, tags, labels, packaging and the likeand all printed matter of any kind on which the Licensed Mark and/or Other Intellectual Propertyappear. The same shall not be used or released prior to Licensee’s receipt of such approval andLicensee shall provide the Company with finished versions thereof, free of charge, upon theCompany’s reasonable request.     5.6 **Departure from Approved Sample****.**After any sample, copy, artwork or other material hasbeen 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.
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     5.7 **Distribution****.**          (a) In order to maintain the reputation, image and prestige of the Licensed Mark, Licensee’sdistribution patterns in respect of Articles shall consist solely of retail locations whoselocation, merchandising and overall operations are consistent with the high quality and prestigelevel of the Articles and the reputation, image and prestige of the Licensed Mark. Such retaildistribution channels shall be (1) prestige retail department and specialty stores such as SaksFifth Avenue. Bergdorf Goodman, Neiman Marcus, Nordstrom and other locations of equal or highercaliber, (2) catalogues associated with the retail stores identified in (1), (3) the Internetwebsites Zappos.com, Shoes.com and other Internet portals approved by the Company in writing fromtime to time, (4) to the extent provided in Paragraph 1.3, a factory store operated by Licenseeunder Licensee’s name, and (5) only for Articles sold by Licensee at more than twenty five percent(25%) off the full published wholesale price of Articles (such sales, “Close-Out Sales”), ShoePavilion, DSW and Lohmans, provided that sales to said three entities shall not, in the aggregate,exceed twenty five percent (25%) of Net Sales during any Annual Period.. Without limiting thegenerality of the foregoing, Licensee acknowledges and agrees that: (i) it shall not sell ordistribute, or sell to persons who may sell or distribute, Articles to K-Mart, Wal-Mart, Target,Mervyn’s, J.C. Penney, Sears, Kohl’s, 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 without the Company’s prior written approval.
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          (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****.**          (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 laws in connection withthe manufacture of Articles, and (iv) to sell Articles manufactured by it for Licensee only toLicensee and to no other person or entity.
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          (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 constitute a material violation of this Agreement also shall constitute amaterial violation of this Agreement by Licensee.**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.