`SETTLEMENT OF DEBTS AND ASSET PURCHASE AGREEMENT


    SETTLEMENT OF DEBTS AND ASSET PURCHASE AGREEMENT (this "Agreement"), entered
into as of the 29th day of March, 2002, by and among FAMOUS FIXINS, INC., a New
York corporation (hereinafter, the "Seller"), STARBRAND, LLC, a limited
liability company organized under the laws of the State of Delaware
(hereinafter, the "Buyer"), and the Investors signatory hereto under the heading
"Investors", (each an "Investor" and together the "Investors").

WITNESSETH:

    WHEREAS, the Seller has been unable to raise the required capital to
continue its business in its present form and desires to divest all of its
operations and sell substantially all of its assets;

    WHEREAS, the Seller desires to retire a substantial portion of the debt it
has incurred which has hindered its operations;

    WHEREAS, the Buyer desires to purchase substantially all of the assets of
the Seller and the Seller desires to sell such assets to the Buyer upon the
terms and conditions hereinafter set forth;

    WHEREAS, the Investors desire to exchange the Exchanged Debentures for a
Class B Membership Interest in the Buyer; and

    WHEREAS, as additional consideration for the purchase of the Net Assets, the
Buyer shall surrender to the Seller for cancellation the Exchanged Debentures
that the Buyer receives from the Investors.

    NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein set forth, the parties hereby covenant and agree as
follows;

1. DEFINITIONS

    1.1 "Assets" shall mean all of the assets and properties, real, personal and
        mixed, including, without limitation, all licenses, copyrights,
        trademarks, tradenames, accounts receivable, equipment, inventory,
        barter credits and cash, marketable securities and other cash
        equivalents of the Seller as at the Closing Date.

    1.2 "Assignment and Assumption Agreement" shall mean the assignment and
        assumption agreement entered into between the Seller and the Buyer on or
        before the Closing in the form of Exhibit A hereto.

    1.3 "Bankruptcy Event" shall have the meaning ascribed to such term in
        Section 7.7.

    1.4 "Bill of Sale" shall have the meaning ascribed to such term in Section
        2.3, in the form of Exhibit B hereto.

    1.5 "Business" shall mean the business of the Seller as presently conducted
        as a going concern.

    1.6 "Class B Membership Interest" shall mean a membership interest in Buyer
        with such rights and privileges as set forth in the Operating Agreement.

    1.7 "Closing" shall have meaning ascribed to such term in Section 10.

    1.8 "Closing Date" shall have the meaning ascribed to such term in Section
        10.

    1.9 "Common Stock" shall have the meaning ascribed to such term in Section
        5.9.

    1.10 "Commission Documents" shall have the meaning ascribed to such term in
        Section 5.7.

    1.11 "Convertible Debentures" shall mean the 4% convertible debentures of
        the Seller issued to the Investors on November 7, 2000, pursuant to the
        Purchase Agreement.

    1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
        amended, and the rules and regulations promulgated thereunder.

    1.13 "Exchanged Debentures" shall have the meaning ascribed to such term in
        Section 3.1.

    1.14 "Excluded Assets" shall mean the Assets set forth on Schedule X
        attached hereto.

    1.15 "Excluded Liabilities" shall mean the Liabilities set forth on Schedule
        Y attached hereto.

    1.16 "GAAP" shall mean U.S. generally accepted accounting principles.

    1.17 "Information Statement" shall have the meaning ascribed to such term in
        Section 7.7.

    1.18 "Liabilities" shall mean all debts, accrued liabilities, accrued
        expenses, accounts payable, obligations, costs, expenses and
        contingencies of the Seller which exist or have been accrued as at the
        Closing Date.

    1.19 "Net Assets" shall mean all Assets other than the Excluded Assets.

    1.20 "Net Liabilities" shall mean all Liabilities other than the Excluded
        Liabilities.

    1.21 "Operating Agreement" shall mean the Buyer's Operating Agreement,
        substantially in the form of Exhibit C attached hereto.

    1.22 "Purchase Agreement" shall mean that certain Convertible Debenture and
        Warrants Purchase Agreement, dated October 27, 2000 among the Seller and
        the Investors.

    1.23 "SEC" shall mean the Securities and Exchange Commission.

    1.24 "Shareholders' Consents" shall have the meaning ascribed to such term
        in Section 5.10.

2.  ACQUISITION OF THE ASSETS AND ASSUMPTION OF LIABILITIES

    2.1 Transfer of Assets. Subject to the terms and conditions set forth in
        this Agreement and in reliance upon the representations and warranties
        herein set forth, at the Closing, the Seller shall sell, assign,
        transfer, convey and deliver all of the Seller's right, title and
        interest in the Net Assets and the Business to the Buyer.

    2.2 Assumption of Liabilities. Pursuant to an Assignment and Assumption
        Agreement, substantially in the form attached hereto as Exhibit A, and
        as further consideration for the purchase and sale of the Net Assets,
        the Buyer shall, from and after the Closing Date, assume all Net
        Liabilities.

    2.3 Bill of Sale. On the Closing Date, Seller shall deliver to the Buyer a
        bill of sale, deed and such other documents and instruments of
        conveyance ("Bill of Sale") which shall be necessary to vest in the
        Buyer good and marketable title to the Net Assets.

    2.4 Books and Records. From and after the Closing Date, the Buyer shall
        provide the Seller and their representatives such information as the
        Seller reasonably requires for its reporting obligations under the
        securities laws pursuant to Section 7.6.

    2.5 Excise Taxes. All sales and documentary and transfer taxes arising out
        of the sale of the Net Assets hereunder and all charges for or in
        connection with the recording of any document or instrument herein
        provided shall be paid by the Buyer.

3.  EXCHANGE AND CANCELLATION OF CONVERTIBLE DEBENTURES

    3.1 Exchange of Convertible Debentures. At the Closing, the Investors,
        severally and not jointly, agree to exchange with the Buyer, in the
        aggregate, US$450,000 principal amount of the Convertible Debentures
        (the "Exchanged Debentures") for, in the aggregate, all of the Buyer's
        Class B Membership Interests in the manner set forth in the Operating
        Agreement. At the Closing, each Investor shall deliver to the Buyer the
        principal amount of Exchanged Debentures set forth on the signature
        pages hereto, the Buyer and the Investors shall deliver the fully
        executed Operating Agreement and the Investors shall each receive a
        receipt evidencing each such Investor's Class B Membership Interest.

    3.2 Cancellation of Buyer's Interest in Convertible Debentures. At the
        Closing, as additional consideration for the purchase of the Net Assets,
        the Buyer shall surrender the Exchanged Debentures to the Seller for
        immediate cancellation. The Buyer acknowledges and agrees that,
        effective upon surrender of the Exchanged Debentures, the Seller shall
        be released and discharged from any and all actions, causes of actions,
        suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
        specialties, covenants, contracts, controversies, agreements, promises,
        variances, trespasses, damages, judgments, extents, executions, claims,
        and demands whatsoever, in law or equity relating to the Exchanged
        Debentures.

4. FURTHER ASSURANCES

    From time to time from and after the Closing, the parties hereto shall
execute and deliver, or cause to be executed and delivered, any and all such
further agreements, certificates and other instruments, and shall take or cause
to be taken any and all such further action, as any of the parties may
reasonably deem necessary or desirable in order to carry out the intent and
purposes of this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

    The Seller, by its execution of this Agreement, does hereby acknowledge and
agree that Buyer is intimately familiar with the Business and financial
condition of the Seller. Accordingly, except as otherwise expressly set forth in
this Section 5, neither the Seller nor any other officer, director, stockholder
or affiliate of the Seller shall make any representation or warranty to the
Buyer or any other person firm or corporation, pursuant to this Agreement.
Subject to the foregoing and except as set forth on the disclosure schedules
attached hereto, the Seller hereby represents and warrants as follows:

    5.1 Valid and Binding Agreement. The Seller has full legal right, power and
        authority to execute and deliver this Agreement and has the full legal
        right, power and authority to consummate the transactions contemplated
        hereby. This Agreement is enforceable against the Seller in accordance
        with its terms, except to the extent limited by bankruptcy, insolvency,
        reorganization and other laws affecting creditors' rights generally, and
        except that the remedy of specific performance or similar equitable
        relief is available only at the discretion of the court before which
        enforcement is sought.

    5.2 Organization, Good Standing and Qualification. The Seller: (a) is a
        corporation duly organized, validly existing and in good standing under
        the laws of the State of New York; and (b) has all necessary corporate
        power and authority to carry on its respective business and to own,
        lease and operate its properties.

    5.3 Subsidiaries. The Seller does not own, directly or indirectly, any stock
        or other equity securities of any corporation or entity, or have any
        direct or indirect equity or ownership interest in any person, firm,
        partnership, corporation, venture or business.

    5.4 Compliance with Laws.

        a)  To the best of Seller's knowledge, the Seller is, and has been at
            all times during the three (3) year period prior to the date hereof,
            in compliance with all domestic, foreign, federal, state, local and
            municipal laws and ordinances and governmental rules and regulations
            and all requirements of insurance carriers, applicable to its
            business, affairs, properties or assets.

        b)  To the best of Seller's knowledge, neither the Seller nor any of its
            directors, officers or employees, has received any written notice of
            default or violation, nor, to the best of Seller's knowledge, is the
            Seller or any of its directors, officers or employees in default or
            violation, with respect to any judgment, order, writ, injunction,
            decree, demand or assessment issued by any court or any federal,
            state, local, municipal or other governmental agency, board,
            commission, bureau, instrumentality or department, domestic or
            foreign, relating to any aspect of the Seller's Business, affairs,
            properties or assets. Neither Seller, nor, to the best of Seller's
            knowledge, any of its directors, officers or employees, has received
            written notice of, been charged with, or is under investigation with
            respect to, any violation of any provision of any federal, state,
            local, municipal or other law or administrative rule or regulation,
            domestic or foreign, relating to any aspect of the Seller's
            Business, affairs, properties or the Assets, which violation would
            have a material adverse effect on the Seller, the Business or any
            material portion of the Assets.

    5.5 Litigation. Except as disclosed in the Commission Documents, there is no
        suit, action, arbitration, or legal, administrative or other proceeding
        or governmental investigation (including, without limitation, any claim
        alleging the invalidity, infringement or interference of any patent,
        patent application, or rights thereunder owned or licensed by the
        Seller) pending, or to the best knowledge of the Seller, threatened, by
        or against the Seller or any of its assets or properties. The Seller is
        not aware of any state of facts, events, conditions or occurrences which
        might properly constitute grounds for or the basis of any suit, action,
        arbitration, proceeding or investigation against or with respect to the
        Seller.

    5.6 Transactions with Affiliates. No asset employed or used in any of the
        Business of the Seller is owned by, leased from or leased to Seller, or
        any other partnership, corporation or trust formed, owned or operated
        for Seller's benefit, or any officer, director or employee of the Seller
        or any affiliate of the Seller.

    5.7 Commission Documents, Financial Statements. The common stock of the
        Seller (the "Common Stock") is registered pursuant to Section 12(g) of
        the Exchange Act, and the Seller has filed all reports, schedules,
        forms, statements and other documents required to be filed by it with
        the Commission pursuant to the reporting requirements of the Exchange
        Act, including material filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act (the "SEC Documents"), and the Seller has filed with the
        SEC its Form 10-KSB for the year ended December 31, 2001 (the Seller's
        SEC Documents, including filings incorporated by reference therein,
        herein referred to as the "Commission Documents"). The Commission
        Documents complied in all material respects with the requirements of the
        Exchange Act and the rules and regulations of the Commission promulgated
        thereunder, and do not contain any material untrue statement of a
        material fact or omit to state a material fact materially required to be
        stated therein or necessary in order to make the statements therein, in
        light of the circumstances under which they were made, not materially
        misleading. The financial statements of the Seller included in the
        Commission Documents comply as to form in all material respects with
        applicable accounting requirements and the published rules and
        regulations of the SEC applicable thereto or other applicable rules and
        regulations with respect thereto. Such financial statements have been
        prepared in accordance with GAAP applied on a consistent basis during
        the periods involved (except (i) as may be otherwise indicated in such
        financial statements or the notes thereto or (ii) in the case of
        unaudited interim statements, to the extent they may not include
        footnotes or may be condensed or summary statements), and fairly present
        in all material respects the financial position of the Seller as of the
        dates thereof and the results of operations and cash flows for the
        periods then ended (subject, in the case of unaudited statements, to
        normal year-end audit adjustments).

    5.8 Consent of Seller's Shareholders. By written consents in lieu of a
        meeting dated March __, 2002, the Seller's shareholders holding at least
        a majority of the voting rights of all outstanding shares of capital
        stock as of such date have duly voted in favor of the following actions:

        a)  sale by the Seller of the Net Assets to the Buyer, in exchange for
            the assumption by the Buyer of the Net Liabilities; and

        b)  amendment of Seller's Certificate of Incorporation to increase the
            authorized number of shares of Common Stock that the Seller may
            issue from 25,000,000 to 200,000,000.

        c)  Having sufficient voting power to approve such proposals through
            such shareholders' ownership of the capital stock, no other consents
            will be solicited in connection with the aforementioned actions.
            Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
            amended, the actions will not be effective until 20 days after the
            date the Information Statement is mailed to the Seller's
            shareholders. An executed copy of all such written consents, duly
            certified by an officer of the Seller, is attached hereto as Exhibit
            D ("Shareholders' Consents").

    5.9 Liabilities. Set forth on the disclosure schedules is a true, correct
        and complete list of all of the material Liabilities and the names and
        addresses of the creditors of the Seller.

6. REPRESENTATIONS AND WARRANTIES OF THE BUYER

    Except as set forth on the disclosure schedules attached hereto, the Buyer
represents and warrants to the Seller and the Investors as follows:

    6.1 Valid and Binding Agreement. The Buyer has full legal right, power and
        authority to execute and deliver this Agreement and to consummate the
        transactions contemplated hereby. This Agreement constitutes the legal,
        valid and binding obligations of the Buyer, enforceable against the
        Buyer in accordance with their respective terms, except to the extent
        limited by bankruptcy, insolvency, reorganization and other laws
        affecting creditors' rights generally, and except that the remedy of
        specific performance or similar equitable relief is available only at
        the discretion of the court before which enforcement is sought.

    6.2 Organization, Good Standing and Qualification. The Buyer: (a) is a
        limited liability company validly existing under the laws of the State
        of Delaware, (b) is not required, by the nature of its properties or
        business, to be qualified to do business as a foreign entity or
        corporation in any foreign jurisdiction except New York upon the
        Closing.

    6.3 Issuance of Class B Membership Interest. The Class B Membership
        Interests to be issued under this Agreement and the Operating Agreement
        have been duly authorized by all necessary action required under
        applicable law, when paid for and issued in accordance with the terms
        hereof, the Class B Membership Interests shall be validly issued and
        outstanding, fully paid and non-assessable, and the Investors shall be
        entitled to all rights accorded to a holder of the Class B Membership
        Interest under the Operating Agreement and applicable law. The Class B
        Membership Interest issued hereunder shall be free from restrictions on
        transfer other than restrictions on transfer under this Agreement, the
        Operating Agreement and applicable federal, state, local and foreign
        securities laws.

    6.4 Litigation. No litigation or administrative proceeding of or before any
        court, tribunal or government entity is presently pending, or, to the
        knowledge of the Buyer, threatened against the Buyer or any properties
        of the Buyer or with respect to this Agreement, which, if adversely
        determined, could have a material adverse effect on the Buyer or which
        would draw into question the validity of this Agreement.

7. ADDITIONAL AGREEMENTS OF THE PARTIES

    7.1 Confidentiality. Notwithstanding anything to the contrary contained in
        this Agreement, and subject only to any disclosure requirements which
        may be imposed upon the parties hereto under applicable state or federal
        securities laws, it is expressly understood and agreed by the parties
        that (i) this Agreement and the conversations, negotiations and
        transactions relating hereto and/or contemplated hereby, and (ii) all
        financial information, business records and other non-public information
        concerning the Seller and the Buyer which the Buyer, Seller or their
        representatives has received or may hereafter receive, shall be
        maintained in the strictest confidence by the parties hereto, and shall
        not be disclosed to any person that is not associated or affiliated with
        the Buyer or the Seller and involved in the transactions contemplated
        hereby, without the prior written approval of the parties hereto, except
        to the extent required by law or regulation, or the extent such
        information becomes generally available to the public. Subject to the
        foregoing, the parties hereto shall use their best efforts to avoid
        disclosure of any of the foregoing or undue disruption of any of the
        business operations or personnel of the other parties hereto.

    7.2 Additional Agreements and Instruments. On or before the Closing Date,
        the parties shall execute, deliver and file all exhibits, agreements,
        certificates instruments and other documents, not inconsistent with the
        provisions of this Agreement, which, in the opinion of counsel to the
        parties hereto, shall reasonably be required to be executed, delivered
        and filed in order to consummate the transactions contemplated by this
        Agreement.

    7.3 Non-Interference. The parties hereto shall not cause to occur any act,
        event or condition which would cause any of their respective
        representations and warranties made in this Agreement to be or become
        untrue or incorrect in any material respect as of the Closing Date, or
        would interfere with, frustrate or render unreasonably expensive the
        satisfaction by the other party or parties of any of the conditions
        precedent set forth in this Agreement.

    7.4 Reporting and Compliance with the Law. From the date hereof through the
        Closing Date, the Seller shall duly and timely file all tax returns
        required to be filed with the proper authorities and duly observe and
        conform, in all material respects, to all applicable laws and orders.
        The Seller has applied for an extension of time in connection with its
        2001 year end tax returns, and in the event that the Seller has not
        completed such prior to the Closing Date, the Buyer shall cooperate with
        the Seller to file such tax returns as soon as practicable thereafter.

    7.5 No Bankruptcy Filing or Pending Acquisition. The Buyer hereby covenants
        and agrees that as at the date hereof and on the Closing Date: (a) the
        Buyer has no present intention to effect any assignment for the benefit
        of creditors or filing under the federal Bankruptcy Act or any state law
        affecting creditors and debtors, whether voluntary or involuntary (a
        "Bankruptcy Event"); and (b) there is not pending or contemplated by the
        Buyer, the acquisition of the securities or assets of any person, firm
        or corporation, or any joint venture or other material transaction with
        any such person, firm or corporation which has not been fully disclosed
        in writing to the other parties.

    7.6 Preparation of Financial and SEC Documents. After the Closing Date,
        Buyer agrees to use reasonable efforts to cooperate with the Seller in
        the preparation of the Seller's SEC Documents for a reasonable period of
        time hereafter.

    7.7 Information Statement. Within three business days following the date
        hereof, the Seller shall file a preliminary Information Statement
        relating to the transactions contemplated by this Agreement with the SEC
        (the "Information Statement") and upon clearance from the SEC, the
        Seller shall, within five business days of such clearance, distribute
        the definitive Information Statement to the Seller's shareholders in
        compliance with Rule 14c-2 under the Exchange Act. The Information
        Statement and the delivery thereof will comply in all material respects
        with the requirements of the Exchange Act and the rules and regulations
        of the SEC promulgated thereunder.

    7.8 Corporate Action. Prior to the Closing, the Seller shall file such
        certificates or other documents in order to effectuate the matters
        contemplated by the Shareholders' Consents.

8. CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE

    In addition to the fulfillment of the parties' agreements in Section 7
above, the obligations of Buyer to consummate the transactions contemplated by
this Agreement are further subject to the satisfaction, on or before the Closing
Date, of all the following conditions, any one or more of which may be waived in
writing by the Buyer:

    8.1 Accuracy of Representations and Warranties All representations and
        warranties made by Seller in this Agreement, in any schedule(s) hereto,
        and/or in any written statement delivered to the Buyer under this
        Agreement shall be true and correct in all material respects on and as
        of the Closing Date as though such representations and warranties were
        made on and as of such dates.

    8.2 Performance. The Seller and the Investors shall have performed,
        satisfied and complied with all covenants, agreements and conditions
        required by this Agreement to be performed, satisfied or complied with
        by them on or before the Closing Date.

    8.3 Certification. The Buyer shall have received a certificate, dated as of
        the Closing Date, signed by the Seller, certifying, in such detail as
        the Buyer and its counsel may reasonably request, that the conditions
        specified in Sections 8.1 and 8.2 above have been fulfilled.

    8.4 Resolutions. The Buyer shall have received certified consents of the
        Board and shareholders of the Seller in form reasonably satisfactory to
        counsel for the Buyer, authorizing the execution, delivery and
        performance of this Agreement, and all actions to be taken by the Seller
        hereunder.

    8.5 Absence of Litigation. No action, suit or proceeding by or before any
        court or any governmental body or authority, against the Seller or
        pertaining to the transactions contemplated by this Agreement or their
        consummation, not disclosed in the Commission Documents, shall have been
        instituted on or before the Closing Date, which action, suit or
        proceeding would, if determined adversely, (a) have a material adverse
        effect on the Seller, its Business or any material portion of its
        assets, (b) impair the ability of the Seller to deliver all of the
        Assets to the Buyer in accordance with the terms of this Agreement, or
        (c) impair the ability of the Buyer to consummate its acquisition of the
        Assets.

    8.6 Consents. All necessary disclosures to and agreements and consents of
        (a) any parties to any material contracts and/or licensing authorities
        which are material to the Seller's Business, and (b) any governmental
        authorities or agencies to the extent required in connection with the
        transactions contemplated by this Agreement, shall have been obtained
        and true and complete copies thereof delivered to the Buyer.

    8.7 Proceedings and Instruments Satisfactory. All proceedings, corporate or
        other, to be taken in connection with the transactions contemplated by
        this Agreement, and all documents incidental thereto, shall be
        reasonably satisfactory in form and substance to the Buyer and its
        counsel.

    8.8 Satisfaction of Agreements. All of the obligations and agreements of
        Seller specified in Section 7 shall have been satisfied by Seller to the
        reasonable satisfaction of the Buyer.

9.  CONDITIONS PRECEDENT TO SELLER'S AND INVESTORS' PERFORMANCE

    In addition to the fulfillment of the parties' agreements in Section 7
above, the obligations of Seller and the Investors to consummate the
transactions contemplated by this Agreement are further subject to the
satisfaction, at or before the Closing Date of all of the following conditions,
any one or more of which may be waived in writing by the Seller and the
Investors:

    9.1 Accuracy of Representations and Warranties. All representations and
        warranties made by the Buyer in this Agreement and/or in the written
        statement delivered by the Buyer under this Agreement shall be true and
        correct in all material respects on and as of the Closing Date as though
        such representations and warranties were made on and as of such dates.

    9.2 Performance. The Buyer shall have performed, satisfied and complied with
        all covenants, agreements and conditions required by this Agreement to
        be performed, satisfied or complied with by the Buyer on or before each
        of the Closing Date.

    9.3 Certification. The Seller shall have received a certificate, dated the
        each of the Closing Date, signed by the Buyer certifying, in such detail
        as the Seller and its counsel may reasonably request, that the
        conditions specified in Sections 9.1 and 9.2 above have been fulfilled.

    9.4 Resolutions. The Seller shall have received certified resolutions of the
        managing member of the Buyer, in form reasonably satisfactory to counsel
        for the Seller, authorizing the execution, delivery and performance of
        this Agreement and all actions to be taken by the Buyer hereunder.

    9.5 Proceedings and Instruments Satisfactory. All proceedings to be taken in
        connection with the transactions contemplated by this Agreement, and all
        documents incidental thereto, shall be reasonably satisfactory in form
        and substance to the Seller and its counsel.

    9.6 Satisfaction of Agreements. All of the obligations and agreements of the
        Buyer specified in Section 7 shall have been satisfied by the Buyer to
        the reasonable satisfaction of Seller.

    9.7 Approval of Seller's Stockholders. This Agreement and all of the
        transactions contemplated hereby and pursuant to the Information
        Statement shall have been duly approved, adopted and ratified by a
        sufficient number of the votes of the shareholders of the Seller.

    9.8 Representations. At or prior to the Closing, the Investors shall have
        received documents as the Investors or its counsel shall reasonably
        require incident to the Closing to confirm the representations and
        warranties of the other parties.

    9.9 Consent of Creditors. At or prior to the Closing, the Seller shall have
        obtained the written consent of substantially all of the creditors set
        forth on Schedule 5.9 attached hereto, in a form reasonably satisfactory
        to the Investors, to the terms of the Assignment and Assumption
        Agreement.

10. CLOSING

    10.1 Closing Date. Unless this Agreement shall be terminated pursuant to
        Section 11 below, the delivery of all consideration, documents and
        instruments required pursuant to this Agreement and set forth below to
        be executed and delivered (the "Closing"), shall take place at the
        offices of Feldman Weinstein LLP, 36 West 44th Street, New York, New
        York 10036, or such other location in New York, New York or elsewhere as
        agreed to between the parties, on such date as shall be more than 23
        calendar days from the date the Information Statement shall have been
        mailed to the Seller's shareholders in compliance with Rule 14c-2 under
        the Exchange Act; provided, however, that in no event shall the Closing
        Date be later than 60 calendar days from the date hereof without the
        written consent of all parties hereto (the date of the Closing being
        referred to in this Agreement as the "Closing Date").

    10.2 Closing Deliveries. At the Closing, the following documents shall be
        delivered by the respective parties, unless waived by all of the parties
        hereto:

        a)  Fully executed original of this Agreement and the disclosures
            attached hereto;
        b)  Fully executed original Operating Agreement;
        c)  Receipt of all Class B Membership Interests issued to the Investors
            from the Buyer;
        d)  Exchanged Debentures duly assigned to the Buyer;
        e)  Duly executed notice to the Buyer surrendering the Exchanged
            Debentures for cancellation upon receipt thereof;
        f)  Duly executed Assignment and Assumption Agreement;
        g)  Duly executed Bill of Sale;
        h)  President's Certificate of Seller substantially in the form of
            Exhibit E attached hereto;
        i)  Managing Member's Certificate of Buyer substantially in the form of
            Exhibit E attached hereto;
        j)  Documents as required pursuant to Section 9.8; and
        k)  Copies of the executed written consents of the Seller's creditors as
            required pursuant to Section 9.9.

11. TERMINATION OF AGREEMENT

    11.1 Termination. This Agreement may be terminated and the transactions
        contemplated hereby may be abandoned at any time prior to the Closing
        Date:

        a)  by the mutual written consent of all of the parties hereto;

        b)  by any party, if: (i) a material breach shall exist with respect to
            the written representations and warranties made by another party or
            parties, as the case may be, (ii) another party shall fail to
            perform any covenant or agreement on their part to be performed
            hereunder, or shall take any action prohibited by this Agreement, if
            such actions shall or may have a material adverse effect on the
            Seller and/or the transactions contemplated hereby, (iii) another
            party shall not have furnished, upon reasonable notice therefor,
            such certificates and documents required in connection with the
            transactions contemplated hereby and matters incidental thereto as
            it or they shall have agreed to and matters incidental thereto as it
            or they shall have agreed to furnish, and it is reasonably unlikely
            that the other party will be able to furnish such item(s) prior to
            May 31, 2002, or (iv) any consent of any third party to the
            transactions contemplated hereby (whether or not the necessity of
            which is disclosed herein or in any Schedule hereto) is reasonably
            necessary to prevent a default under any outstanding material
            obligation of Seller or the Buyer, and such consent is not
            obtainable without material cost or penalty (unless the party or
            parties not seeking to terminate this Agreement agree or agrees to
            pay such cost or penalty); or

        c)  by any party, at any time on or after May 31, 2002, if the
            transactions contemplated to be consummated at the Closing shall not
            have been consummated prior thereto, and the party or parties
            directing termination shall not then be in breach or default of any
            obligations imposed upon such party by this Agreement.

        11.2 Effect of Termination of Agreement. In the event of termination of
            this Agreement pursuant to Section 11.1(a), no party to this
            Agreement shall have any liability to the other for the termination
            of this Agreement. In the event of termination by any party as
            provided in this Section 11.1(b), prompt written notice shall be
            given to the other party.

12. INDEMNIFICATION

    12.1 General.

        a)  SELLER. The Seller hereby agrees to defend, indemnify and hold
            harmless the Buyer from, against and in respect of any and all
            claims, losses, costs, expenses, obligations, liabilities, damages,
            recoveries and deficiencies, including interest, penalties and
            reasonable attorneys' fees (collectively "Losses"), that the Buyer
            may incur, sustain or suffer as a result of the failure of the
            Seller to perform any of the covenants and agreements of the Seller
            contained in this Agreement on the Closing Date or thereafter except
            to the extent such failure results from the actions or omissions of
            the Buyer or its nominees or representatives (hereinafter referred
            to as "Seller Covenant Losses").

        b)  THE BUYER. The Buyer does hereby agree to defend, indemnify and hold
            harmless the Seller and the Investors from, against and in respect
            of any and all Losses that the Seller or the Investors many incur,
            sustain or suffer as a result of:

            (i) a breach of any of the representations, and warranties of the
                Buyer which are contained in Article 6 of this Agreement
                (hereinafter referred to as "Buyer Breach of Warranty Losses");
                or

            (ii) the failure of the Buyer to perform any of the covenants and
                agreements of Buyer contained in this Agreement on the Closing
                Date or thereafter (hereinafter referred to as "Buyer Covenant
                Losses").

    12.2 Limitations on Breach of Warranty Losses.

        a)  Anything elsewhere contained in this Agreement to the contrary
            notwithstanding, except for any Losses involving a finding by any
            court of competent jurisdiction (from which no appeal can or has
            been taken) that statutory or common law fraud has been committed by
            the Buyer, any affiliate of the Buyer, the Buyer shall not be liable
            with respect to any Buyer Breach of Warranty Losses unless and until
            the aggregate amount of all such Buyer Breach of Warranty Losses
            incurred by the Seller or the Investors shall exceed the sum of
            $5,000 (the "Basket").

        b)  The provisions of Section 12.2(a) shall apply only to a Buyer Breach
            of Warranty Losses. In the event that any Seller Covenant Losses or
            Buyer Covenant Losses shall occur and shall be continuing at any
            time from and after the Closing Date, the injured party or parties
            shall have all applicable remedies at law or in equity available to
            it, as are provided in this Agreement, without regard to any Basket.

        12.3 Claims for Indemnity. Whenever a claim shall arise for which any
            party shall be entitled to indemnification hereunder, the
            indemnified party shall notify the indemnifying party in writing
            within sixty (60) days of the indemnified party's first receipt of
            notice of, or the indemnified party's obtaining actual knowledge of,
            such claim, and in any event within such shorter period as may be
            necessary for the indemnifying party or parties to take appropriate
            action to resist such claim. Such notice shall specify all facts
            known to the indemnified party giving rise to such indemnity rights
            and shall estimate (to the extent reasonably possible) the amount of
            potential liability arising therefrom. If the indemnifying party
            shall be duly notified of such dispute, the parties shall attempt to
            settle and compromise the same or may agree to submit the same to
            arbitration or, if unable or unwilling to do any of the foregoing,
            such dispute shall be settled by appropriate litigation, and any
            rights of indemnification established by reason of such settlement
            compromise, arbitration or litigation shall promptly thereafter be
            paid and satisfied by the indemnifying party or parties obligated to
            make indemnification hereunder.

        12.4 Right to Defend. If the facts giving rise to any claim for
            indemnification shall involve any actual or threatened action or
            demand by any third party against the indemnified party or any of
            its affiliates, the indemnifying party or parties shall be entitled
            (without prejudice to the indemnified party's right to participate
            at its own expense through counsel of its own choosing), at its
            expense and through a single counsel of its own choosing, to defend
            or prosecute such claim in the name of the indemnifying party or
            parties, or any of them, or if necessary, in the name of the
            indemnified party. In any event, the indemnified party shall give
            the indemnifying party advance written notice of any proposed
            compromise or settlement of any such claim. If the remedy sought in
            any such action or demand is solely money damages, the indemnifying
            party shall have fifteen (15) days after receipt of such notice of
            settlement to object to the proposed compromise or settlement, and
            if the indemnifying party does so object, the indemnifying party
            shall be required to undertake, conduct and control, through counsel
            of its own choosing and at its sole expense, the settlement or
            defense thereof, and the indemnified party shall cooperate with the
            indemnifying party in connection therewith.

    12.5 Resolution of Disputes.

        a)  This Agreement shall be governed by and construed in accordance with
            the laws of the State of New York applicable to contracts made in
            New York by persons domiciled in New York City and without regard to
            its principles of conflicts of laws. Each party hereto agrees to
            submit themselves to the IN PERSONAM jurisdiction of the state and
            federal courts situated within the Southern District of the State of
            New York with regard to any controversy arising out of or relating
            to this Agreement. The non-prevailing party to any dispute hereunder
            shall pay the expenses of the prevailing party, including reasonable
            attorneys' fees, in connection with any such dispute.

        b)  Notwithstanding Section 12.5(a) above, in the event that any actual
            or anticipatory breach of any covenant and agreement contained
            herein by any one or more party may cause irreparable damage to any
            other parties hereto for such actually or potentially damaged party
            would have no adequate remedy at law, the aggrieved party or parties
            may immediately apply to any court of competent jurisdiction for a
            temporary restraining order or such other preliminary or permanent
            injunctive or interim relief as may be deemed appropriate by such
            court.

13. COSTS

    13.1 Finder's or Broker's Fees. Each of the Buyer and the Seller represents
        and warrants that neither it nor any of its respective affiliates has
        dealt with any broker or finder in connection with any of the
        transactions contemplated by this Agreement, and no broker or other
        person is entitled to any commission or finder's fee in connection with
        any of these transactions.

    13.2 Expenses. The parties shall each pay all costs and expenses incurred or
        to be incurred by them, respectively, in negotiating and preparing this
        Agreement and in closing and carrying out the transactions contemplated
        by this Agreement, except to the extent set forth in Schedule Y.

14. FORM OF AGREEMENT

    14.1 Effect of Headings. The Section headings used in this Agreement and the
        titles of the Schedules hereto are included for purposes of convenience
        only, and shall not affect the construction or interpretation of any of
        the provisions hereof or of the information set forth in the disclosure
        schedules.

    14.2 Entire Agreement; Waivers. This Agreement constitutes the entire
        agreement between the parties pertaining to the subject matter hereof,
        and supersedes all prior agreements or understandings as to such subject
        matter. No party hereto has made any representation or warranty or given
        any covenant to the other except as set forth in this Agreement. No
        waiver of any of the provisions of this Agreement shall be deemed, or
        shall constitute, a waiver of any other provisions, whether or not
        similar, nor shall any waiver constitute a continuing waiver. No waiver
        shall be binding unless executed in writing by the party making the
        waiver.

    14.3 Counterparts. This Agreement may be executed simultaneously in any
        number of counterparts; each of which shall be deemed an original, but
        all of which together shall constitute one and the same instrument.
        Except as otherwise stated herein, in lieu of the original documents, a
        facsimile transmission or copy of the original documents shall be as
        effective and enforceable as the original.

15. PARTIES

    15.1 Parties in Interest. Nothing in this Agreement, whether expressed or
        implied, is intended to confer any rights or remedies under or by reason
        of this Agreement on any persons other than the parties to it and their
        respective heirs, executors, administrators, personal representatives,
        successors and permitted assigns, nor is anything in this Agreement
        intended to relieve or discharge the obligations or liability of any
        third persons to any party to this Agreement.

    15.2 Notices. All notices, requests, demands and other communications under
        this Agreement shall be in writing and shall be deemed to have been duly
        given (i) on the date of service if served personally on the party to
        whom notice is to be given, or if given by facsimile transmission to the
        number indicated below, or (ii) on the third day after mailing if mailed
        to the party to whom notice is to be given, by first class mail,
        registered or certified, postage prepaid, and properly addressed as
        follows:

                           If to the Buyer:

                                    STARBRAND, LLC
                                    [ADDRESS]

                           If to Seller:

                                    Famous Fixins, Inc.
                                    2500 W. 57th Street, Suite 1112
                                    New York, NY  10107
                                    Attention: Jason Bauer, President

                           If to the Investors:

                                    As set forth on the signature page hereto.

        or to such other address as either party shall have specified by notice
        in writing given to the other party.

16. MISCELLANEOUS

    16.1 Amendments and Modifications. No amendment or modification of this
        Agreement shall be valid unless made in writing and signed by the party
        to be charged therewith.

    16.2 Binding Effect. This Agreement shall be binding upon and shall inure to
        the benefit of the parties hereto and their respective heirs, executors,
        administrators, personal representatives, successors and permitted
        assigns.

    16.3 Severability. Whenever possible, each provision of this Agreement shall
        be interpreted in such manner as to be effective and valid under
        applicable Law, but if any provision of this Agreement should be
        prohibited or invalid under applicable Law, such provision shall be
        ineffective to the extent of such prohibition or invalidity without
        invalidating the remainder of such provision or the remaining provisions
        of this Agreement.

                               *******************




    IN WITNESS WHEREOF, the parties have executed this Agreement on and as of
the date first set forth above.

                                             FAMOUS FIXINS, INC.


                                             By:  /s/
                                                ------------------------------
                                                   Name:  Jason Bauer
                                                   Title: Pres

                                             STARBRAND, LLC


                                             By:  /s/
                                                ------------------------------
                                                   Name:  Jason Bauer
                                                   Title: Managing Director

                                             INVESTORS:


Address:                                     ROSEWORTH GROUP, LTD
---------
C/o Beacon Capital Management
Harbour House, 2nd Floor
Waterfront Drive                             By:  /s/
Road Town, Tortola, BVI                         ------------------------------
Principal Amount of Exchanged Debentures:           Name:  David Sims
$195,000                                            Title: Director


Address:                                     AUSTOST ANSTALT SCHAAN
---------
Landstrasse 163
9494 Furstenweg
Vaduz, Liechtenstein                         By:  /s/
Principal Amount of Exchanged Debentures:       ------------------------------
$112,000                                             Name:
                                                     Title:  (Representative)


Address:                                     BALMORE FUNDS, S.A
--------
Trident Chambers
Road Town, Tortola, BVI
Principal Amount of Exchanged Debentures     By:  /s/
$143,000                                        ------------------------------
                                                     Name:
                                                     Title: Director




                                   SCHEDULE X
                                   ----------

1.  any claims for tax refunds, tax loss carryforwards or carrybacks or tax
    credits of any kind applicable to the Business, income (loss) or Assets of
    the Seller prior to the Closing Date.
2.  the stock book, minute book, stock records, transfer sheets and other
    corporate records of the Seller.




                                   SCHEDULE Y
                                   ----------

1.  Outstanding principal and interest of the Convertible Debentures, excluding
    $450,000 Exchanged Debentures; and
2.  Outstanding principal and interest of the Seller's non-convertible
    promissory notes issued to Roseworth Group Limited and Alpha Capital AG.
3.  Outstanding principal and interest of Seller's 4% convertible debentures
    issued to AMRO International, S.A.
4.  Notwithstanding Section 13.2 of the Agreement, the reasonable legal,
    accounting and SEC disclosure related fees, including filing fees, mailing
    costs, or other expenses which were and will reasonably be incurred in
    connection with this transaction, including Commission Documents less
    $20,000 to be paid by the Buyer; provided the Investors have given their
    prior written consent to the payment by the Seller of such fees.




                              DISCLOSURE SCHEDULES
                              --------------------





                                                                       EXHIBIT A

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         This AGREEMENT is made this 15th day of May 2002, by and among
Starbrand, LLC, a Delaware limited liability company, having an address at 2500
W. 57th Street, Suite 1112, New York, New York ("Assignee" or the "Company") and
Famous Fixins, Inc., a New York corporation, having an address at 2500 W. 57th
Street, Suite 1112, New York, New York ("Assignor").


                              W I T N E S S E T H:

         WHEREAS, Assignor and Assignee have entered into a Settlement of Debts
and Asset Purchase Agreement dated as of March 29, 2002 ("Purchase Agreement").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Purchase Agreement; and

         WHEREAS, Assignor desires to sell, assign and transfer to Assignee the
Business, Net Assets and the Net Liabilities and Assignee desires to accept said
sale, assignment, transfer and acquisition of the Business, the Net Assets and
the Net Liabilities from Assignor upon the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.       Assignment of the Business, the Net Assets and the Net Liabilities.
         Subject to the terms and conditions set forth herein and in the
         Purchase Agreement, Assignor hereby assigns and transfers to Assignee,
         and Assignor agrees to purchase and assume from Assignee, (i) the
         Business, the Net Assets and the Net Liabilities of the Assignor being
         sold and assigned to Assignee hereunder, (ii) its rights, liabilities,
         duties and obligations in and to the Net Liabilities (whether known or
         unknown, whether absolute or contingent, whether liquidated or
         unliquidated and whether due or to become due) undertaken by Assignor,
         and (iii) all of the Net Assets currently owned by Assignor, of every
         kind and description, real, personal and mixed, tangible and
         intangible, wherever situated.

2.       Assignee Bound. Assignee hereby accepts the foregoing assignment and
         transfer and promises to be bound by and upon all the covenants,
         agreements, terms and conditions set forth herein and in the Purchase
         Agreement on the part of the Assignee.

3.       Assignee Indemnification. Assignee shall and does hereby indemnify and
         save Assignor harmless from and against any and all claims, demands,
         actions, causes of action, suits, proceedings, damages, liabilities,
         costs and expenses of every nature whatsoever and relating to the
         Business, the Net Assets and the Net Liabilities (including without
         limitation all reasonable attorneys' fees and expenses) and arising
         from matters occurring after the date hereof.

4.       Assignor Indemnification. Assignor shall and does hereby indemnify and
         save Assignee harmless from and against any and all claims, demands,
         actions, causes of action, suits, proceedings, damages, liabilities,
         costs and expenses of every nature whatsoever and relating to the
         Excluded Assets or Excluded Liabilities.

5.       Benefit and Assignments. This Agreement shall be binding upon and inure
         to the benefit of the parties hereto and their respective successors
         and assigns; provided, however, that no party shall assign or transfer
         all or any portion of this Agreement without the prior written consent
         of the other party, and any such attempted assignment shall be null and
         void and of no force or effect.

6.       Broker. The parties represent and warrant to each other that all
         negotiations relating to this Agreement and the transactions
         contemplated hereby have been carried on between them directly and
         without the intervention of any other party in such manner as to give
         rise to any valid claim against any of the parties for a brokerage
         commission, finder's fee or other like payment.

7.       Waiver. Any party hereto shall have the right to waive compliance by
         the other of any term, condition or covenant contained herein. Such
         waiver shall not constitute a waiver of any subsequent failure to
         comply with the same or any different term, condition or covenant.

8.       Applicable Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York applicable to
         contracts made in New York by persons domiciled in New York City and
         without regard to its principles of conflicts of laws. Each party
         hereto agrees to submit themselves to the in personam jurisdiction of
         the state and federal courts situated within the Southern District of
         the State of New York with regard to any controversy arising out of or
         relating to this Agreement.

9.       Headings. The paragraph headings of this Agreement are for convenience
         of reference only and do not form a part of the terms and conditions of
         this Agreement or give full notice thereof.

10.      Severability. Any provision hereof that is prohibited or unenforceable
         in any jurisdiction shall, as to such jurisdiction, be ineffective to
         the extent of such prohibition or unenforceability, without
         invalidating the remaining provisions hereof, and any such prohibition
         or unenforceability in any jurisdiction shall not invalidate or render
         unenforceable such provision in any other jurisdiction.

11.      Entire Agreement. This Agreement, the Purchase Agreement and the
         Schedules and Exhibits thereto, contain the entire understanding
         between the parties, no other representations, warranties or covenants
         having induced either party to execute this Agreement. This Agreement,
         the Purchase Agreement and the Schedules and Exhibits thereto
         supersedes all prior or contemporaneous agreements with respect to the
         subject matter hereof. This Agreement may not be amended or modified in
         any manner except by a written agreement duly executed by the party to
         be charged, and any attempted amendment or modification to the contrary
         shall be null and void and of no force or effect.

12.      Joint Drafting. The parties agree that this Agreement shall be deemed
         to have been drafted jointly by all parties hereto, and no construction
         shall be made other than with the presumption of such joint drafting.

13.      Counterparts. This Agreement may be executed by the parties hereto in
         one or more counterparts, each of which shall be deemed an original and
         which together shall constitute one and the same instrument. In lieu of
         the original documents, a signed facsimile transmission or copy of the
         original documents shall be as effective and enforceable as the
         original.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment and Assumption Agreement to be executed as of the day and year first
above written.


         WITNESS:                            ASSIGNOR:

                                             FAMOUS FIXINS, INC.


         /s/                                 By: /s/
        -------------------                     --------------------------
                                                 Name:  Jason Bauer
                                                 Title: Pres

         WITNESS:                            ASSIGNEE:

                                             STARBRAND, LLC


         /s/                                 By: /s/
        -------------------                     --------------------------
                                                 Name:  Jason Bauer
                                                 Title: Pres




                                                                       EXHIBIT B

                                  BILL OF SALE

         KNOW ALL MEN BY THESE PRESENTS, pursuant to that certain Settlement of
Debts and Asset Purchase Agreement (the "Agreement"), dated as of March 29, 2002
by and among Famous Fixins, Inc. (the "Seller"), having an address at 2500 W.
57th Street, Suite 1112, New York, New York, Starbrand, LLC (the "Buyer"),
having an address at 2500 W. 57th Street, Suite 1112, New York, New York,
management of the Seller and certain debt holders of the Seller in connection
with the sale of substantially all of the assets and business of the Seller,
that the undersigned Seller, for and in consideration of the payment of the good
and valuable consideration set forth therein, the receipt and sufficiency of
which is hereby acknowledged, does hereby convey, transfer and assign to the
Buyer as of the date hereof all of Seller's right, title and interest in and to
all of the Net Assets.

         TO HAVE AND TO HOLD, the Net Assets are hereby sold, assigned,
transferred and conveyed to the Buyer, its successors and assigns, to and for
their own use and benefit forever.

         Capitalized terms used but defined in the Bill of Sale shall have the
same meaning as are ascribed to such terms in the Agreement.

         This instrument shall be binding upon Seller, its respective successors
and assigns, and shall inure to the benefit of Buyer and its successors and
assigns.

         This Bill of Sale shall be governed by, construed and enforced in
accordance with the laws of New York.

         IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed
as of the 15th day of May, 2002.


                                             FAMOUS FIXINS, INC.


                                             By:  /s/
                                                ------------------------------
                                                   Name:  Jason Bauer
                                                   Title: Pres`