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                                    AGREEMENT

         This Agreement is entered into among Famous Fixins, Inc. ("Borrower")
and Roseworth Group Limited ("Roseworth"), Austost Anstalt Schaan ("Austost")
and Balmore Funds, S.A. ("Balmore" and collectively, "Lenders"), as of March 31,
2002 and shall be deemed effective as of August 6, 2001.

         WHEREAS, Borrower is indebted to the Lenders, pursuant to 4%
Convertible Debentures (the "Debentures") issued on August 7, 2001, in the
original principal amounts of $650,000 to Roseworth, $375,000 to Austost and
$475,000 to Balmore, of which the entire principal amounts remain outstanding as
of the date hereof (the "Outstanding Loan Amounts"); and

         WHEREAS, the Outstanding Loan Amounts and all accrued but unpaid
interest is due and payable in full by Borrower to the Lenders on August 7,
2001; and

         WHEREAS, the Borrower had requested prior to the date the Debentures
are due, an extension of such date, and the Lenders agree to extend such date
for the consideration set forth herein; and

         WHEREAS, Borrower and the Lenders desire to set forth their agreement
in writing.

         NOW, THEREFORE, Borrower and Lenders, in consideration of the mutual
promises and agreements set forth herein, agree as follows:

         1. The Lenders agree to extend the date that the Debentures are due and
payable in full to May 8, 2003. Any default premiums/penalties that may have
been incurred prior to this Agreement under the terms of the Debentures are
waived.

         2. This Agreement may be executed in multiple counterparts, each of
which may be executed by less than all of the parties and shall be deemed to be
an original instrument which shall be enforceable against the parties actually
executing such counterparts and 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. This Agreement may be amended only
by a writing executed by all parties.

         3. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written relating to the subject matter hereof.

         4. All terms and conditions of the Debenture and the Warrant in
contradiction with the terms, conditions and provisions of set forth herein
shall be deemed modified or amended so as to read in accordance with the terms
and conditions of this Agreement. Except as modified by this Agreement, all
terms and conditions of the Debenture and the Warrant shall remain unchanged.
Notwithstanding anything herein to the contrary, other than with respect to the
date the Debenture is due and payable and the waiver of any default
premiums/penalties that may have been incurred prior to this Agreement, the
definition of Maturity Date in the Debenture remains August 7, 2001 for all
other provision therein, including but not limited to, the use of such term in
Section 3 of the Debenture relating to the conversion rights of the holder.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by the undersigned, being duly authorized to do so, as of the date set
forth above.

BORROWER:                                    LENDERS:

FAMOUS FIXINS, INC.                          ROSEWORTH GROUP LIMITED

By:  /s/                                     By:  /s/
   ---------------------------                  -------------------------------
        Jason Bauer, President                       Name:
                                                     Title:

                                             AUSTOST ANSTALT SCHAAN

                                             By:  /s/
                                                -------------------------------
                                                     Name:
                                                     Title:

                                             BALMORE FUNDS, S.A.

                                             By:  /s/
                                                -------------------------------
                                                     Name:
                                                     Title:
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