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                                                                EXHIBIT - 10.5.1

                                  AMENDMENT TO
                      LICENSE AND DESIGN SERVICES AGREEMENT


         THIS AMENDED MOSSIMO LICENSE AND DESIGN SERVICES AGREEMENT (the
"Agreement") is made and entered into as of the 1 day of February, 2002, and
supercedes the Agreement made and entered into as of the _____ day of
__________, 2000 (the "Effective Date"), by and between MOSSIMO, INC., a
Delaware corporation ("Mossimo") and TARGET STORES, a division of Target
Corporation, a Minnesota corporation ("Target"). All of the terms and conditions
contained in the Agreement shall remain in full force and effect except as
expressly amended herein as follows:

1. All references to "Licensor" shall be amended to read "Mossimo, Inc." or
"Mossimo". All references to "Licensee" shall be amended to read "Target".

2. All references to "Royalty" or "Royalties" shall be amended to read "Fee" or
"Fees".

3. Paragraph B of the Agreement shall be amended to read as follows:

         "B.      Mossimo also has the right, power and authority to cause
                  Mossimo G. Giannulli ("Giannulli"), an employee, officer and
                  shareholder of Mossimo, to perform in the manner provided
                  herein in connection with the foregoing licenses."

4. A new Paragraph C of the Agreement shall be added to this Agreement, such
Paragraph to read as follows:

         "C.      Mossimo also has the right, power and authority to provide
                  Target with unique design, development and marketing services
                  in connection therewith."

5. Paragraph C shall now be Paragraph D.

6. Paragraph D shall now be Paragraph E.

7. Section 1, "Existing Licensee" shall be amended to read as follows:

         "1.      DEFINITIONS.
                  "Existing Licensee" means the licensees of the Trademarks in
                  the Territory under license agreements outstanding as of the
                  Effective Date and identified on Exhibit F hereto."



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8. Section 3.4 shall now be Section 2.3. The title and the first sentence shall
be amended to read as follows:

         "Section 2.3 ENHANCEMENT OF THE INTANGIBLE VALUE OF LICENSE. As part of
         the foregoing license grant, Mossimo shall cause Giannulli, and such of
         Mossimo's employees, as Mossimo deems appropriate, to attend and
         participate in a reasonable number of business meetings, internal
         Target meetings, planning sessions, strategy meetings and any other
         meetings related to the planning, development or promotion of the
         Exclusive Merchandise, regardless of location, as requested by Target."

9. Section 3.5 shall now be Section 2.4 EXCLUSIVE RIGHT.

10. Section 3.6 shall now be Section 2.5 MOSSIMO IDENTIFICATION. The following
shall be added to the beginning of the Section: "As part of the foregoing
license grant,..."

11. Section 3.7 shall now be Section 2.6 GIANNULLI AVAILABILITY. The following
shall be added to the beginning of the Section: "As part of the foregoing
license grant, and subject..." Furthermore, all references in Section 2.6 to
"Services" shall be amended to read as "services".

12. Section 3.8 shall now be Section 2.7 PERPETUAL RIGHT TO USE.

13. The beginning sentence in Section 3.1 shall be amended to read as follows:

         "SECTION 3.1 Mossimo shall provide Target with design, development and
         marketing services in connection with the Merchandise, including but
         not limited to, the following (collectively, the "Services"):"

         Subsection (c) of Section 3.1 shall be amended to read as follows:

         "(c) designing and developing packaging for the Merchandise;"

         Subsection (e) of Section 3.1 shall be amended to read as follows:

         "(e) upon request, working with Target vendor resources in the
         manufacturing process for the purpose of achieving conformance with
         Giannulli's design concepts;"

14. Section 3.2 shall be amended to read as follows:

         SECTION 3.2 In order to meet its obligations, and commitments
         hereunder, Mossimo shall maintain, during the Term and at its own
         expense, a design team based in the Los Angeles area properly staffed
         and equipped as Mossimo and Target mutually agree is reasonably
         required for Mossimo to meet its obligations




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         and commitments hereunder. The design team shall consist of full-time
         employees with proper experience and expertise in design and
         design-related fields."

15. The reference to "Section 5" in Section 3.3 shall be amended to read
"Section 5.2". The words "in part" are to be removed from Section 3.3.

16. The words "shall commence" in Section 4.1 shall be replaced with commenced".
The "date first set forth above" shall be replaced with "Effective Date".

17. The words "shall consist" in Section 4.2 shall be replaced with "consisted".
The "date first set forth above" shall be replaced with "Effective Date".

18. This first sentence in Section 5.1 shall be amended to read as follows:

         "SECTION 5.1 ROYALTY. During the Term, in consideration of the license
         grant pursuant to Section 2, Target shall pay to Mossimo as a royalty
         an amount equal to fifty-five percent (55%) of the greater of (a) the
         Annual Guaranteed Minimum Fee applicable to such Contract Year; or (b)
         the applicable percentage of Net Sales for such Contract Year based on
         The following schedule (the "Fee"):"

19. A new Section 5.2 shall be added to the Agreement, such Section to read as
follows:

         "SECTION 5.2 DESIGN SERVICE FEES. During the Term, in consideration of
         design Services provided by Mossimo pursuant to Section 3, Target
         shall pay to Mossimo as a design Services fee an amount equal to
         forty-five (45%) of the greater of (a) the Annual Guaranteed Minimum
         Fee applicable to such Contract Year; or (b) the Fee."

20. Section 5.2 shall now be Section 5.3.

21. Section 5.3 shall now be Section 5.4. All references to "Section 5.1" in
Section 5.4 shall now read as "Sections 5.1 and 5.2".

22. Section 5.4 shall now be Section 5.5.

23. Section 9.1(a) shall be amended to read as follows:

         "SECTION 9.1(a) Mossimo is free to enter into this Agreement to grant
         the rights herein granted, and to provide services herein described
         without violating the rights of any third party, and is not subject to
         any obligation or disability which will or might hinder or prevent the
         full completion and performance by Mossimo of all the covenants and
         conditions to be kept and performed by Mossimo hereunder;"




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24. The reference to "Section 3.8" in Section 10.4(c) shall now read as
"Section 2.7".

25. All references to "Services" in Section 12 shall be amended to read as
"services".

26. The word "Liability" in the first sentence of Section 14.3 shall be amended
to read as "liability".

27. Mossimo's address in Section 16.1 shall be amended to read as follows:

     "If to Mossimo:               Mossimo, Inc.
                                   2016 Broadway
                                   Santa Monica, CA 90404
                                   Attn: Chief Executive Officer"



         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date above written.



TARGET STORES                                MOSSIMO, INC.


By: /s/ Trish Adams                          By: /s/ Mossimo Giannulli
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Name:                                        Name:
Title:                                       Title: