Exhibit 10.4          AGREEMENT made as of November 2005, by and between BILL BLASS INTERNATIONAL, LLC, a Delawarelimited liability company with offices at 550 Seventh Avenue, New York, New York 10018 (hereinafterreferred to as the “**Company**”), and THE FASHION HOUSE, INC., a ___corporation with offices at 6310San Vincente Boulevard, #330, Los Angeles, California 90048-5499 (hereinafter referred 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) and potentially, the mark BLASSPORT, all in the Territory (as hereinafter defined); and          WHEREAS, the Company and Licensee also have agreed to enter into an arrangement pursuant towhich Licensee, under a license from and subject to the approval of the Company, shall manufacture,distribute and sell prestige or luxury Products under the mark BILL BLASS (such license, the“Prestige Line Agreement”) and, potentially, the mark COLLECTION — BILL BLASS (such potentiallicense, the “Prestige 2 Agreement”), also in the Territory;          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**.          (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 BLASS BY BILL BLASS, solely in forms to be agreed upon by the parties (the **“Licensed Mark”**),throughout the world, other than Japan (the **“Territory”**), solely in connection with Licensee’smanufacture, distribution and sale of women’s shoes, all such items of the types, qualities andstyles traditionally sold in the channels of distribution approved in Paragraph 5.7. Itemsauthorized for sale hereunder shall be referred to as “**Products.**” Items within the definition of“Products” that are manufactured, distributed and sold by Licensee in accordance with thisAgreement shall be referred to collectively hereinafter as “**Articles**.” The foregoing and any otherprovision to the contrary contained herein notwithstanding, Licensee acknowledges and agrees that:(1) the Company reserves all rights to the Licensed Mark except those specifically granted hereinto Licensee, and (2) Licensee shall not use the Licensed Mark for any purpose whatsoever on theInternet (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.
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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 hereunder withrespect 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 19.10 hereof.
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          (d) No provision contained herein is intended to grant to Licensee rights in any marks(s) owned bythe Company other than the Licensed Mark. The Company, itself and through licensees, freely maymanufacture, 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 thanthe Licensed Mark and any other mark licensed to Licensee under the Prestige Line Agreement, thePrestige 2 Agreement (if executed) or any other any other agreements between the parties), exceptthat, during the first Annual Period (as hereinafter defined), the Company shall not, itself orthrough licensees, manufacture, distribute or sell any women’s shoes under the mark BLASSPORT.Moreover, as of the last day of the first Annual Period, provided that Licensee is in compliancewith its obligations hereunder and under the Prestige Line Agreement, the parties shall execute anagreement, in the form annexed hereto as Exhibit 1, under which Company shall authorize Licensee tosell women’s shoes under the BLASSPORT mark under the terms and conditions contained in Exhibit 1.Such agreement shall be known as the “Moderate Line Agreement.”     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.
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     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.     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 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 Five Million Dollars (the “**Renewal Threshold**”), and (c) Licensee has performed all of itsobligations under this Agreement at the time the option to renew is exercised and at the end of theinitial term. Each twelve (12) month period commencing on each April 1st during the term of thisAgreement shall constitute and shall be referred to hereinafter as an “**Annual Period**,” except thatthe first Annual Period shall commence as of the date hereof and continue through March 31, 2007.     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 2007collection.
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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.