Exhibit 10.96
                       DEAL MEMORANDUM

                      February 12, 2003


     The  following sets forth the basic deal  terms  of  an
agreement (this "Agreement") between Blondie Rockwell, Inc.,
a  New  York  corporation  ("Licensor")  and  Innovo  Azteca
Apparel,  Inc.,  a California corporation ("Licensee")  with
respect  to  the  licensing to Licensee  of  the  rights  to
utilize  certain intellectual property owned by Licensor  in
connection  with the manufacture, distribution, advertising,
promotion  and  sale  of  certain products  and  merchandise
described below:

     1.    Licensed Products: Casual apparel for  women  and
Juniors   sizes  0-14  (but  excluding  infants)  including,
without  limitation, non-excluded sportswear of  every  fit,
fabric   and   style  including  bottoms,  tops,   sweaters,
activewear, sportswear, jackets and outerwear, in all fabric
contents,  including knits, wovens, leather and  denim,  and
(ii)  accessories  in the nature of all purpose  sports  and
athletic  bags,  backpacks, knapsacks,  hand  bags,  purses,
hats,  hair  accessories (including headbands and  scarves),
small  accessories in the nature of wallets, billfolds,  key
chains,  coin  purses,  wristlets,  notepadholders,   change
purses,  pencil  cases, PDA cases and small  journals  cases
("Accessories").    Notwithstanding   the   foregoing,   the
following  categories are excluded: all  swimwear,  lingerie
and  footwear.   Notwithstanding anything  to  the  contrary
herein,  Licensor hereby reserves the right to  manufacture,
distribute  and sell tour merchandise (in the nature  of  T-
shirts,  hats, sweatshirts, backpacks, bags, etc.)  on  tour
and at retail stores which sell tour merchandise.

     The  definition of Licensed Products shall be  expanded
to include barrettes, hair pins, clasps and ponytail holders
at  such time as Licensor notifies Licensee that such  items
are  cleared for exploitation in the Territory in connection
with the Licensed Mark.

2.   Licensed Mark:  `Fetish' and related marks.

3.    Territory:     United States.  Licensee shall  have  a
right of first refusal for additional territories.

4.    Licensed Channels of Distribution:  Better  department
and specialty stores.


5.    Initial Term, Renewals and Guaranteed Minimums:  Three
(3)  years  with the first year being 18 months.  Guaranteed
Minimum   Net  Sales  in  year  one  $8,000,000;  year   two
$10,000,000;  year  three $12,000,000.   Guaranteed  Minimum
Royalty is 8% of Guaranteed Minimum Net Sales in each of the
first three years are payable as follows:  year one $640,000
($100,000  of  which  is  due on  execution  hereof  and  an
additional $100,000 shall be due 60 days from the  execution
hereof)   and   three  additional  quarterly   payments   of
$146,666.66 each due and payable beginning with the start of
the first quarter following the first date that commercially
reasonable  quantities  of Licensed  Products  are  shipped,
which  date  shall  be  no  later than  6  months  following
execution hereof; year two $800,000 payable $200,000 at  the
start  of  each  quarter in the second year of  the  Initial
Term;  year three $960,000 payable $240,000 at the start  of
each  quarter  in  the third year of the Initial  Term.  The
foregoing  advances are against the Guaranteed  Minimum  Net
Sales  in each annual period of the Initial Term. Each  year
thereafter, 25% of the Guaranteed Minimum Royalties for such
year  shall be payable at the start of each quarter of  such
year during the remainder of the term, in the event Licensee
exercises a Renewal Term Option in accordance with the terms
below.  To the extent that actual sales are higher, Licensee
will make up the difference in each quarter.  Licensee shall
be  entitled to two Renewal Term Options of 3 years each  (a
"Renewal  Period") provided that the Renewal Term Option  is
exercised  no  later than 6 months before  the  end  of  the
Initial  Term or first Renewal Term (if applicable)  further
provided  Licensee  is not in default and  further  provided
that  the  aggregate  Net  Sales in  the  Initial  Term  are
$30,000,000  for purposes of the first Renewal  Option,  and
aggregate   Net  Sales  in  the  first  Renewal   Term   are
$52,500,000  for  purposes  of the  second  Renewal  Option,
unless  Licensor waives the $30,000,000 aggregate Net  Sales
figure  requirement at the time the first Renewal Option  is
exercisable,   and  if  applicable,  Licensor   waives   the
$52,500,000  aggregate Net Sales figure requirement  at  the
time  the  second  Renewal Option is exercisable;  provided,
however,  that  (i)  in the event that Licensor  is  not  in
default  and has achieved at least $20,000,000 in  aggregate
Net  Sales  during the Initial Term, Licensor shall  have  a
right  of first refusal to renew the Agreement for the first
Renewal  Term on material terms at least equal  to  a  third
party  offer received by Licensor, within fifteen (15)  days
notice  to  Licensee of such offer; (ii) in the  event  that
Licensor  is  not  in  default and  has  achieved  at  least
$30,000,000 in aggregate Net Sales during the first  Renewal
Term,  Licensor shall have a right of first refusal to renew
the  Agreement for the second Renewal Term on material terms
at  least equal to a third party offer received by Licensor,
within  fifteen (15) days notice to Licensee of such  offer,
and  (iii) in the event that Licensor is not in default  and
has  achieved  at least $40,000,000 in aggregate  Net  Sales
during the second Renewal Term, Licensor shall have a  right
of first refusal to renew the Agreement following the end of
the second Renewal Term on material terms at least equal  to
a  third  party  offer received by Licensor, within  fifteen
(15) days notice to Licensee of such offer.   The Guaranteed
Minimum Net Sales in the Renewal Terms are as follows:  year
four   $15,000,000;   year  five   $17,500,000;   year   six
$20,000,000; year seven $25,000,000; year eight $25,000,000;
year  nine  $25,000,000.  Royalties  payable  for  any  year
during  the  Initial  Term  which  are  in  excess  of   the
Guaranteed  Minimum Royalties for that year, may be  applied
to   reduce  the  Guaranteed  Minimum  Royalties   for   any
subsequent year during the Initial Term.

     For  example, in the event Licensee achieves Net  Sales
in the aggregate amount of $30,000,000 during the first year
of  the  Initial  Term, Licensee may apply such  excess  Net
Sales  ($22,000,000)  to reduce the Guaranteed  Minimum  Net
Sales  to zero in the second and third years of the  Initial
Term.  Moreover,  Licensee shall not be  required  to  remit
Guaranteed  Minimum  Royalty payments to  Licensee  for  the
balance  of  the Initial Term under the foregoing  scenario,
but  would be required to remit Royalties to Licensor  based
on  Net  Sales in the second and third years of the  Initial
Term.   By  way  of further example, in the  event  Licensee
achieves  Net  Sales in the aggregate amount  of  $9,000,000
during  the  first  year  of  the Initial  Term,  Licensee's
Guaranteed Minimum Net Sales would be reduced in the  second
year   of   the  Initial  Term  from  $10,000,000  down   to
$9,000,000,   and  Licensee's  Guaranteed  Minimum   Royalty
Advance  to Licensor in the second year of the Initial  Term
would be reduced from $800,000 down to $720,000, payable  in
equal  quarterly  installments.  Under  this  scenario,  the
third  year of the Initial Term would be unaffected  by  the
surplus Net Sales in the first year of the Initial Term.  In
no  event  will  Royalties payable during the  Initial  Term
which are in excess of the Guaranteed Minimum Royalties  for
the Initial Term be applied to reduce the Guaranteed Minimum
Royalties for any Renewal Period.  Moreover, the formulation
described  herein shall only be applicable  to  the  Initial
Term and not to any Renewal Terms hereunder.

     Notwithstanding  anything to the contrary  herein,  the
Guaranteed  Minimum Royalties payable for each year  of  the
Initial  Term,  including the Renewal Term if  the  term  is
extended,  will  be due and payable in full whether  or  not
this Agreement is hereafter terminated before completion  of
such year. In the event of termination of this Agreement  by
Licensor  on  account  of  a breach  of  this  Agreement  by
Licensee, the entire unpaid amount of the Guaranteed Minimum
Royalties payable for the 12 month period following the date
of  such termination will be due and payable on the date  of
such  termination  of  this Agreement, notwithstanding  that
surplus Net Sales had been achieved in any prior year of the
Initial Term.

6.   Royalty Rate:  (a) Eight percent (8%) of all Net Sales;
one percent (1%) of which (including Advances on account  of
Guaranteed Minimum Royalties) shall be paid directly to Troy
Carter as a Management Fee.

(b)  Licensee  shall be entitled to receive fifteen  percent
(15%)  of  royalties  received by Licensor  from  any  other
licensee  of Licensor of the Licensed Mark only if  Licensee
first  introduces such third party licensee to Licensor  and
Licensor  enters  into a license agreement with  such  third
party Licensee during the term of this Agreement.

7.         Advertising Royalty Payment:  Two percent (2%) of
  all Net Sales (the
"Advertising  Payment") with Guaranteed  quarterly  advances
against  the Guaranteed Minimum Advertising Payment (defined
as  2% of Minimum Net Sales) which are 25% of the Guaranteed
Minimum  Advertising Payment in each annual  period  of  the
Initial  Term.   Fifty  percent  (50%)  of  the  Advertising
Payment  shall  be  paid  directly to  Licensor.    Licensee
agrees  to  spend  the  other fifty  percent  (50%)  of  the
Advertising Payment during each year of the Term  hereof  on
advertising  and  promoting the  Licensed  Products  in  the
Territory.  All advertising and promotional materials  shall
be subject to Licensor's approval in accordance with Section
13 hereunder.


9.    Licensor's Promotional Commitment:

      (i)   in  kind  services  in the  nature  of  personal
appearances  by  the  artist professionally  known  as  Eve.
Specifically:

           (a)  Licensor shall cause Eve to be available  at
reasonable  times  for  the purpose of  appearing  at  trade
shows,  photo  shoots, openings or other special  events  to
endorse  and promote the sale of Licensed Products,  subject
to  Eve's professional or personal schedule and no more than
three (3) times per year. The parties hereto shall cooperate
with  each  other  to arrange such personal  appearances  at
times and places reasonably acceptable to Eve, provided  Eve
is  in  good health and provided further that Licensee shall
provide  Licensor  and Eve with at least  twenty  (20)  days
prior  written notice to request that Eve make an appearance
in accordance with this Section.

          (b)   In  such  instances in which Licensee  shall
request Eve to travel to a location outside of New York,  or
to  a  location other than the location where he is  located
immediately prior to her appearance, Licensee shall  provide
Eve  and  at  least one representative first class  airfare,
meals,    five-star   hotel   accommodations    and    local
transportation.

          (c) Licensor shall use its commercially reasonable
efforts  to  cause  Eve  to wear the  Licensed  Products  at
reasonably appropriate professional engagements and personal
appearances, subject to any limits placed upon  her  by  any
third  party. Licensor covenants on behalf of Eve  that  Eve
shall  not  endorse  or  promote any  other  apparel  brand.
Licensor  shall  not be in breach of this Agreement  in  the
event  any sponsors of any events in which Eve participates,
including  but  not  limited to tours, television  programs,
special events, etc., are apparel brands or companies or  in
the  event  Eve  has a passive, de minimus interest  in  any
competitive brand or company.

           (d)  If  (i) during the five (5) years  following
execution of this Agreement, Eve retires; or (ii) during the
Initial  Term Eve is convicted of a felony which involves  a
violent  crime,  the Licensee will have  the  right,  for  a
period  of  ninety  (90)  days  after  such  conviction   or
retirement,  to  terminate  this Agreement,  effective  upon
fifteen  (15)  days advance written notice to the  Licensor.
After  the  expiration  of  such  ninety  (90)  day  period,
Licensee  shall  no longer have the right to terminate  this
Agreement  pursuant to this Section.  For  purposes  hereof,
Eve  shall  be  deemed  to have "retired"  (i)  twelve  (12)
consecutive  months  following  Eve's  announcement  to  the
public  of  Eve's intention to discontinue all future  music
recordings  and  musical performances, during  which  twelve
(12) month period Eve neither performs nor records music  or
participates in first run television performances or feature
film  performances  or (ii) twelve (12)  consecutive  months
following  the  later  of  Eve's  last  music  recording  or
musical,  television  or feature film performance,  provided
such  failure by Eve to record or perform is not as a result
of her incapacity due to illness or similar considerations.

10.  Advance:  Licensee shall pay to Licensor an advance  in
the  amount  of  $100,000  upon execution of this  Agreement
against  the  Guaranteed Minimum Royalty due  in  the  first
annual period of the Initial Term, and a further advance  of
$12,000  against the Guaranteed Advertising Payment  due  in
the  first year of the Initial Term.  In addition,  Licensee
shall  pay  to  Licensor 60 days following the execution  of
this  Agreement an advance in the amount of $100,000 against
the  Guaranteed Minimum Royalty due in the first year of the
Initial  Term, and a further advance of $12,000 against  the
Guaranteed Minimum Advertising Payment due in the first year
of the Initial Term.

11.   Net Sales: the gross invoice or contract price charged
for  Licensed  Products by Licensee, less only (1)  refunds,
credits and allowances actually made or allowed to customers
for  returns or in lieu of returns, and (2) customary  trade
discounts (including co-op advertising, volume discounts  or
other  allowances), excluding anticipations afforded to  and
actually   taken  by  customers  in  payment  for   Licensed
Products;  provided, however, that the aggregate  deductions
for  all  of  the aforesaid items as provided in subsections
(1)  and (2) shall in no event exceed (a) seventeen and  one
half  (17.5%) percent of sales of Licensed Products  in  the
first year of the Initial Term, and (b) twelve and one  half
(12.5%) percent during any year thereafter during the term .
In  computing Net Sales, no costs incurred in manufacturing,
selling,  advertising or distributing the Licensed  Products
and  no indirect expenses shall be deducted, nor shall there
be any deduction for uncollectible accounts.

12.  MAGIC Show: Licensee to attend MAGIC Show at least once
per  year  and to pay for booth that is subject to  Licensor
approval.   Attendance at least one other major trade  show,
to  be mutually agreed upon by the parties hereto, and other
reasonably  appropriate  trade  shows  required   as   well.
Licensee's  payment  and expenses in  connection  with  such
shows may not be applied to reduce any other payment due  to
Licensor hereunder.

13.  Quality Control:  (a) Licensee shall submit to Licensor
and  Licensor  shall have the right to inspect and  approve,
design  concepts,  pre-production and  first-run  production
samples  of  Licensed Products with respect to their  design
and quality and all advertising and promotional materials in
connection  therewith. Licensor shall approve or  disapprove
any  submitted  item  within five (5)  business  days  after
receipt  by Licensor. If Licensor has not notified  Licensee
of its approval or disapproval within such five (5) business
day  period,  the  item  shall  be  deemed  disapproved   by
Licensor.  In such event, however, following such  five  (5)
business  day period, Licensee shall be entitled to  provide
to  Licensor a written reminder as to the Licensor's failure
to  approve  or disapprove such submitted item  and  in  the
event that Licensor fails to notify Licensee of its approval
or  disapproval  of  the  submission  referred  to  in  such
reminder  within  three (3) business  days  of  its  receipt
thereof then such submission shall be deemed to be approved.

     (b)  Licensor  shall have the right to approve  of  the
     selection of the head designer
of the Licensed Products in its sole discretion.

14.   Manufacture:    All manufacture of  Licensed  Products
shall  be in accordance with all applicable laws, rules  and
regulations.  Manufacture of Licensed Products may  only  be
undertaken directly by Licensee.  No sublicensing  permitted
without  prior written approval of Licensor. Notwithstanding
the  foregoing sentence, Licensee shall have  the  right  to
sublicense  the accessory category of Licensed  Products  to
Innovo,  Inc., its affiliate subsidiary, provided: (1)  that
such  sublicensee shall be subject to all of the  terms  and
conditions  of  this  Agreement and  execute  all  documents
reasonably required by Licensor in connection therewith, (2)
Licensee  covenants on behalf of such sublicensee  that  all
manufacture of Licensed Products shall be in accordance with
all  applicable  laws,  rules and regulations,  and  (3)  no
reduction  in any amounts due and payable to Licensor  shall
be reduced in any way due to such sublicense.

15.   Insurance:     The Licensee shall obtain, at  its  own
expense,  product  liability  insurance  from  a  recognized
insurance  company,  providing adequate  protection  with  a
limit of liability (in addition to costs of defense) of  not
less   than   Three  Million  ($3,000,000.00)  Dollars   per
occurrence,   insuring,  without  limitation,  against   any
claims,  suits, losses or damages arising out of any alleged
defects  in  the  Licensed Products, including  actions  for
breach of warranty, negligence and strict liability in tort.
Licensee   shall   provide  Licensor  with   a   certificate
evidencing the paid policy naming the Licensor as an insured
party.

16.  Books and Records: Licensee shall maintain separate and
appropriate books of account and records, in connection with
this  Agreement  all  in accordance with generally  accepted
accounting  principles  (including,  without  limitation,  a
sales  journal,  sales return journal,  cash  receipt  book,
general  ledger,  purchase  orders,  cutting  tickets,   and
inventory   records)   and  shall  make   accurate   entries
concerning  all  transactions relevant  to  this  Agreement.
Licensee  shall  have the right to inspect  such  books  and
records at reasonable times upon reasonable notice.

17.     Trademark   and   Trademark  Protection.    Licensee
acknowledges that Licensor is the sole owner of the Licensed
Mark.   Sales by Licensee hereunder shall be deemed to  have
been  made  for purposes of trademark registration  for  the
benefit  of Licensor, and all uses of the Licensed  Mark  by
Licensee  shall  inure  to  the  benefit  of  Licensor,  and
Licensee  shall execute any documents, including  registered
users agreements, reasonably required by Licensor to confirm
its  ownership of all rights in and to the Licensed Mark  in
the  Territory  and the respective rights  of  Licensor  and
Licensee  under this Agreement. Licensee assigns to Licensor
to  the extent of its interests the entire copyright and all
other  rights  to all artwork, text, etc. in  the  materials
involving the Licensed Mark and Licensed Property created by
Licensee or its agents in connection with this Agreement.

18.  Indemnification:  Licensor shall indemnify Licensee for
trademark infringement as long as Licensed Mark is  used  in
the  ordinary  course  and  only  in  accordance  with  this
Agreement.   Licensee  shall  indemnify  Licensor  for   any
damages  arising out of any alleged defects in the  Licensed
Products,  any unauthorized use in connection  therewith  or
the failure to comply with any of the terms hereof.

19.   Termination:   Licensor may terminate  this  Agreement
prior  to  the expiration of the Initial Term in  the  event
that   Licensee  fails  to  timely  introduce  the  Licensed
Products into the Territory, cease manufacture for more than
six  (6) months, or fails to comply with any of the material
terms and conditions hereof.

20.  Governing Law:  New York.

21.   Assignment:   This Agreement may not  be  assigned  by
either party without the prior written consent of the  other
party.

22.   No  Joint Venture: Nothing herein contained  shall  be
construed  to have the effect of placing the parties  hereto
in  the  relationship  of partners or  joint  venturers,  or
create any agency, or any other relationship other than that
of  Licensor and Licensee. No party shall have the power  to
obligate  or  bind any other party in any manner  whatsoever
except as expressly provided for herein.

23.        More Formal Agreement:  The parties hereto intend
to  enter  into  a  more formal agreement incorporating  the
terms and conditions hereof, as well as such other terms and
conditions  customary to agreements  of  this  type  in  the
apparel  industry (the "Standard Terms").  Until such  time,
if  ever, as the parties enter into a more formal agreement,
the  terms  and conditions of this deal memorandum  and  the
Standard  Terms  (subject to good faith negotiation  by  the
parties)  shall constitute a binding agreement  between  the
parties  with  respect  to  the  terms  set  forth  in  this
memorandum.

24.   Counterparts: This Agreement may be  executed  in  any
number  of  counterparts, each of which shall be  deemed  an
original,  but  all of which shall together  constitute  one
instrument.



AGREED TO AND ACCEPTED:

Licensor:                          Licensee:

Blondie Rockwell, Inc.            Innovo Azteca Apparel, Inc.


By:                               By: /s/ Samuel J. Furrow, Jr.
                                     --------------------------

Name:                             Name: Samuel J. Furrow, Jr.
Title:                            Title: CEO