UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                For the quarterly period ended September 30, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from ________ to ___________.


                         Commission file number: 0-27219
                                                 -------

                               FAMOUS FIXINS, INC.
             (Exact name of registrant as specified in its charter)
                                   -----------

           New York                                    13-3865655
     (State or other jurisdiction of          (IRS Employer Identification No.)
      incorporation or organization)



                   1325 Howard Ave. #422, Burlingame, CA 94010
                    (Address of principal executive offices)

                                 (650) 340-9585
                           (Issuer's telephone number)
                                   -----------

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

As of September 30, 2002, the issuer had 20,360,179 shares of common stock, par
value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [  ]  No [X]





<PAGE>


                               FAMOUS FIXINS, INC.

              FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2002
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                           Page

                                                                                        <c>
PART I.      FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS                                                           3

             BALANCE SHEETS AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001                  3
             INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001               5
             INTERIM STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
                   SEPTEMBER 30, 2002 AND SEPTERMBER 30, 2001                               6
             INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE
                   NINE MONTHS ENDED SEPTEMBER 30, 2002                                     8
             NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS
                   ENDED SEPTEMBER 30, 2002                                                 9

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS                                                     14


PART II.     OTHER INFORMATION

ITEM 2.      CHANGES IN SECURITIES                                                         20

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                           21

ITEM 5.      OTHER INFORMATION                                                             21

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                                              22



                                       2
<PAGE>


PART I.       FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS
</TABLE>

                               FAMOUS FIXINS, INC.

                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              SEPTEMBER 30,       DECEMBER 31,
                                                                                  2002               2001
                                                                        -----------------------------------------------

                                          A S S E T S
<S>                                                                               <C>              <C>
CURRENT ASSETS

   Cash and cash equivalents                                                      $15,380          $233,906
   7% short-term notes receivable - unrelated party                                60,000
   Accounts receivable, less allowance for
      doubtful accounts of $5,000 in 2001                                                            70,122
   Merchandise inventory                                                                            145,255
   Unused barter credits - current portion                                                          124,960
   Prepaid expenses and other current assets                                          210            55,551
   Due from officer/stockholder - noninterest bearing                                                21,570
                                                                                   ------          --------
     TOTAL CURRENT ASSETS                                                          75,590           651,364
                                                                                   ------           --------

PLANT AND EQUIPMENT

   Furniture and fixtures                                                                            15,804
   Machinery and equipment                                                                           28,777
                                                                                  -------            ------
                                                                                                     44,581
     Less: Accumulated depreciation                                                                  21,329
                                                                                  -------            ------
     NET PLANT AND EQUIPMENT                                                                         23,252
                                                                                  -------            ------

OTHER ASSETS

   Deferred debenture issuance costs, net of accumulated
      amortization ($3,396 in 2002; $3,365 in 2001)                                     2                33
   Unused barter credits - non-current portion                                                       20,226
   Security deposits                                                                                  6,482
                                                                                  -------             -----
     TOTAL OTHER ASSETS                                                                 2            26,741
                                                                                  -------            ------
                                                                                  $75,592          $701,357
                                                                                  =======          ========
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>


                               FAMOUS FIXINS, INC.

                           BALANCE SHEETS (CONTINUED)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         SEPTEMBER 30,      DECEMBER 31,
                                                                             2002               2001
                                                                         -------------      ------------

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

<S>                                                                    <C>                 <C>
   10% demand notes payable                                            $    48,783         $

   5% convertible debentures, due October, 2002
      (principal amount - $33,975)                                          33,937             33,850
   4% convertible debentures, due May, 2003                              1,050,000          1,575,000
   4% convertible debentures, due July 30, 2003
      (principal amount - $105,000)                                        100,833
   Accounts payable                                                          3,619            226,473
   Accrued expenses                                                         75,022            112,501
   Due to customers                                                                            30,772
   Deferred officer's compensation payable                                                    118,861
   Income taxes payable                                                      1,380                580
                                                                         ---------          ---------
     TOTAL CURRENT LIABILITIES                                           1,313,574          2,098,037
                                                                         ---------          ---------

LONG-TERM LIABILITIES

   Deferred rent                                                                                3,160
                                                                            ------              -----
     TOTAL LONG-TERM LIABILITIES                                                                3,160
                                                                            ------              -----

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $.001 par value per share:
      Authorized 25,000,000 shares
      Issued and outstanding
          20,360,179 shares in 2002; 14,197,903 shares in 2001              20,359             14,197
   Additional paid-in capital                                            4,476,567          4,116,803
   Accumulated deficit                                                  (5,734,908)        (5,506,840)
                                                                        ----------         ----------
                                                                        (1,237,982)        (1,375,840)
      Less: Unused advertising barter credits issued in exchange
                   for common stock                                                           (24,000)
                                                                        ----------         ---------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                (1,237,982)       (1,399,840)
                                                                        ----------         ----------
                                                                       $     75,592        $  701,357
                                                                        ===========        ==========
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>


                               FAMOUS FIXINS, INC.

                        INTERIM STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                             SEPTEMBER  30,                     SEPTEMBER 30
                                                                     ----------------------------        ----------------------
                                                                         2002         2001                   2002     2001
                                                                     ----------------------------        ----------------------

<S>                                                                       <C>          <c>              <C>         <C>
NET SALES                                                                 $            $ 120,664        $ 428,881   $1,418,646
                                                                          --------     ---------        ---------   ----------
COST OF GOODS SOLD
   Merchandise inventory at beginning of year                                            159,156          145,255      321,116
   Purchases                                                                               1,291          265,924      556,434
   Other direct costs                                                                     25,037            5,839       62,356
                                                                          --------     ---------          -------      --------
                                                                                         185,484          417,018      939,906
      Less: Merchandise inventory at end
                  of period                                                              115,362          111,805      115,362
                                                                          --------     ---------          -------      -------
TOTAL COST OF GOODS SOLD                                                                  70,122          305,213      824,544
                                                                          --------     ---------          -------      -------
GROSS PROFIT                                                                              50,542          123,668      594,102
                                                                          --------     ---------          -------      -------

OPERATING EXPENSES
   Selling expenses                                                                       27,542           30,785      233,468
   General and administrative expenses                                      28,238       147,749          600,799      842,496
   Impairment charge - unused barter credits                                             183,285          119,186      183,285
   Loss on disposal of plant and equipment                                                                                 883
                                                                          --------       -------          -------      -------
TOTAL OPERATING EXPENSES                                                    28,238       358,576          750,770    1,260,132
                                                                          --------       -------          -------    ---------
OPERATING LOSS                                                            (28,238)     (308,034)         (627,102)    (666,030)
                                                                          --------     ---------          -------    ---------

OTHER INCOME (EXPENSE)
   Gain on sale of net assets                                                                             373,921
   Interest income                                                            210         1,608             1,405        3,091
   Interest expense and financing costs                                   (11,431)      (21,089)          (49,912)     (53,944)
   Waiver of bond premium on 4% debentures                                                                 75,000
   Realized and unrealized loss on investments
      in marketable equity trading securities                                                                          (13,134)
                                                                          --------     ---------          -------    ---------
TOTAL OTHER INCOME (EXPENSE)                                              (11,221)      (19,481)          400,414      (63,987)
                                                                          --------     ---------          -------    ---------
LOSS BEFORE PROVISION FOR
   INCOME TAXES                                                           (39,459)     (327,515)         (226,688)    (730,017)

PROVISION FOR INCOME TAXES                                                     800                          1,380          580
                                                                          --------     --------          -------     ---------
NET LOSS                                                                 $(40,259)    $(327,515)        $(228,068)  $ (730,597)
                                                                         =========    =========         =========   ==========

BASIC NET LOSS PER COMMON SHARE                                           $(0.002)     $  (.023)        $   (.012)  $    (.052)
                                                                          =======      ========         =========    =========
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>


                               FAMOUS FIXINS, INC.

                        INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              NINE MONTHS ENDED
                                                                                 SEPTEMBER 30,

                                                                            2002               2001
                                                                            ----               ----
<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ...................................................         $(228,068)          $(730,597)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
         Noncash items:
            Depreciation ......................................              3,418               6,568
            Amortization and write-off of bond discounts and
               finance costs ..................................                951                 918
            Deferred rent expense .............................              9,349              (1,383)
            Waiver of bond premium on 4% debentures ...........            (75,000)               --
            Value of common stock issued for services
               received by the Company ........................               --                   360
            Value of warrants issued and amortized for services
               received by the Company ........................            274,303             143,771
            Realized and unrealized loss on investments in
               marketable equity trading securities ...........               --                13,134
            Loss on disposal of plant and equipment ...........               --                   883
            Gain on sale of net assets ........................           (373,921)
            Impairment charge - unused barter credits .........            119,186             183,285
            Interest expense paid by issuance of common stock .               --                   397
         (Increase) decrease in assets:
            Accounts receivable ...............................             19,869             364,284
            Merchandise inventory .............................             33,450             205,754
            Prepaid expenses and other current assets .........             22,809             (15,300)
         Increase (decrease) in liabilities:
            Accounts payable and accrued expenses .............            (21,215)           (130,712)
            Due to customers ..................................            (26,378)             (1,120)
            Taxes payable - other than on income ..............            (11,335)
            Deferred officer's compensation payable ...........             34,857             (40,486)
            Income taxes payable ..............................                800                --
                                                                         ---------           ---------
NET CASH USED IN OPERATING ACTIVITIES
   (CARRIED FORWARD) ..........................................          $(205,590)          $ (11,579)
                                                                         ---------           ---------
</TABLE>

See accompanying notes to financial statements.


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             NINE MONTHS ENDED
                                                                                                                SEPTEMBER 30,
                                                                                                         2002                2001
                                                                                                    -------------       ------------

NET CASH USED IN OPERATING ACTIVITIES
<S>                                                                                                  <C>                 <C>
   (BROUGHT FORWARD) ......................................................................          $(205,590)          $ (11,579)
                                                                                                      ---------            -------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Advances under short-term notes receivable from unrelated party ........................            (60,000)
   Proceeds from sale of marketable equity trading securities .............................               --                64,444
                                                                                                       --------             ------


NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .......................................            (60,000)             64,444

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash transferred under agreement to divest operations and
      sell net assets .....................................................................           (101,719)               --
   Proceeds of 10% demand notes payable ...................................................             48,783                --
   Proceeds of 4% convertible debentures ..................................................            100,000                --
   Repayments of borrowing against investment in
      marketable equity trading securities ................................................               --               (46,385)
                                                                                                       ---------           ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES .......................................             47,064             (46,385)
                                                                                                       ---------           ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................................           (218,526)              6,480

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ............................................            233,906             343,164
                                                                                                       ---------           ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................................          $  15,580           $ 349,644
                                                                                                       =========           =======

Supplemental information about cash payments is as follows:
   Cash payments for interest .............................................................          $    --             $   1,005
   Cash payments for income taxes .........................................................          $     580           $     580

Supplemental disclosure of noncash financing activities:
   Conversion of accrued interest payable to common stock .................................          $  46,623           $    --
   Note receivable for common stock issued ................................................          $  45,000           $    --
   Conversion of debentures to common stock ...............................................          $    --             $   4,019
</TABLE>


See accompanying notes to financial statements.




                                       7
<PAGE>



8

                               FAMOUS FIXINS, INC.

               INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                      NINE MONTHS ENDED SEPTEMBER 30, 2002


<TABLE>
<CAPTION>

                                                                                                                            NOTE
                                                      COMMON STOCK                                             UNUSED     RECEIVABLE
                                         -------------------------------------    ADDITIONAL                 ADVERTISING  FOR COMMON
                                                                                   PAID-IN   ACCUMULATED       BARTER       STOCK
                                           TOTAL         SHARES         AMOUNT     CAPITAL     DEFICIT         CREDITS      ISSUED
                                           -----------------------------------    ---------- -----------     -----------  ----------

<S>                                     <C>            <C>         <C>          <C>          <C>           <C>          <C>
BALANCE (DEFICIT) - JANUARY 1, 2002 ..  $(1,399,840)   14,197,903  $    14,197  $ 4,116,803  $(5,506,840)  $   (24,000) $      --

Value of warrants issued and
  amortized for services received ....      274,303          --           --        274,303         --            --           --

Issuance of common shares on
 conversion of accrued interest
 payable on 4% convertible debentures        46,623     4,662,276        4,662       41,961         --            --           --

Issuance of common shares on exercise
 of warrants .........................         --       1,500,000        1,500       43,500         --            --        (45,000)

Sale of note receivable to Starbrand,
 LLC (See Note 5F) ...................       45,000          --           --           --           --            --         45,000

Net loss - Nine months ended
 September 30, 2002 ..................     (204,068)         --           --           --       (228,068)       24,000         --
                                                      -----------  -----------  -----------  -----------   -----------   -----------

BALANCE (DEFICIT) - SEPTEMBER 30, 2002  $(1,237,982)   20,360,179  $    20,359  $ 4,476,567  $(5,734,908)  $      --     $     --
                                        ===========   ===========  ===========  ===========  ===========   ===========   ===========
</TABLE>



See accompanying notes to financial statements.






                                       8
<PAGE>



9

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002




NOTE 1. STATEMENT OF INFORMATION FURNISHED

     The accompanying unaudited interim financial statements have been prepared
in accordance with Form 10-QSB instructions and in the opinion of management
contains all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of Famous Fixins, Inc. as of
September 30, 2002, the results of operations for the three months and nine
months ended September 30, 2002 and 2001, the statements of cash flows for the
nine months ended September 30, 2002 and 2001, and the statement of
stockholders' equity (deficit) for the nine months ended September 30, 2002.
These results have been determined on the basis of accounting principles and
practices generally accepted in the United States and applied consistently with
those used in the preparation of the Company's 2001 financial statements.

     Certain information and footnote disclosures normally included in the
financial statements presented in accordance with accounting principles
generally accepted in the United States have been condensed or omitted. It is
suggested that the accompanying financial statements be read in conjunction with
the financial statements and notes thereto incorporated by reference in the
Company's 2001 financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITIES OF THE COMPANY

     See Note 5F in connection with the Company's May 15, 2002 divestiture of
all of its operations and sale of substantially all of its assets and assumption
of certain specified liabilities by Starbrand, LLC under a "Settlement of Debts
and Asset Purchase Agreement". After the divestiture of operations, the
Company's activities consist of seeking additional financing and/or capital and
acquiring a new business.

     Until May 15, 2002, the Company was a promoter and marketer of celebrity
licensed consumer products for sale in supermarkets, other retailers and over
the Internet. The Company developed, marketed and sold licensed consumer
products based on the diverse professional, cultural and ethnic backgrounds of
various celebrities. The Company entered into licensing agreements with high
profile celebrities and created consumer products which included various product
lines consisting of salad dressings, candy products, cosmetic products, adhesive
bandages and other novelty products endorsed by the licensors. The Company sold
directly to customers and also utilized a network of consumer products brokers
to distribute its products throughout the United States and Canada. Third party
manufacturers produced the Company's various consumer products.

                                       9
<PAGE>


                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002



NOTE 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
Estimates are made when accounting for uncollectible accounts receivable,
advertising barter credits, depreciation and amortization, income taxes,
contingencies and valuation of warrants, among others. Estimates and assumptions
are reviewed periodically and the effects of revisions are reflected in the
financial statements in the period they are determined to be necessary.

REVENUE RECOGNITION AND SALES RETURNS

     Revenues are recognized when the earnings process is complete. This
generally occurs when products are shipped in accordance with terms of
agreements, title and risk of loss transfer to customers, collection is probable
and pricing is fixed or determinable.

     Provision for uncollectible accounts is recorded, when appropriate.
Provision for sales returns and allowances are recorded in the period in which
the related revenue is recognized. When sales returns and allowances are in
excess of customer receivable balances, such excess amount is reflected as a
current liability under the category "Due To Customers".

STOCK-BASED COMPENSATION - WARRANTS

     The Company accounts for warrants issued to purchase common stock in
connection with services rendered to the Company using the fair value method
prescribed in SFAS No. 123 "Accounting for Stock-Based Compensation".
Compensation cost for all stock warrants issued by the Company is (a) measured
at the grant date based on the fair value of the warrants and (b) recognized
over the service period. Stock-based compensation cost charged to operations for
the nine months ended September 30, 2002 was $274,303.

MERCHANDISE INVENTORY

     Merchandise inventory is stated at the lower of cost or market value on a
first-in, first-out basis.

                                       10
<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


PLANT AND EQUIPMENT

     Plant and equipment are stated at cost, less accumulated depreciation. The
cost of major improvements and betterments to existing plant and equipment are
capitalized, while maintenance and repairs are charged to expense when incurred.
Upon retirement or other disposal of plant and equipment, the profit realized or
loss sustained on such transaction is reflected in income. Depreciation is
computed on the cost of plant and equipment on the straight-line method, based
upon the estimated useful lives of the assets.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company follows the provisions of SFAS No. 121, "Accounting For The
Impairment Of Long-Lived Assets And For Long-Lived Assets To Be Disposed Of".
SFAS No. 121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles and goodwill related to those
long-lived assets. Such long-lived assets include barter credits.

     Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the undiscounted future net cash flows expected to be
generated by the assets is less than the carrying amount of the assets, the
Company recognizes an impairment loss. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. When fair
values, such as quoted market prices, are not available, the Company estimates
fair value using the expected future cash flows discounted at a rate
commensurate with the risks associated with the recovery of the assets. Assets
to be disposed of are reported at the lower of carrying amount or fair value
less costs to sell.

BARTER CREDITS

     The Company entered into arrangements in 1998 and 2000, pursuant to which
it received barter credit entitlements. Such credits generally relate to the
Company's right to exchange its credits for future television, radio and other
types of advertisements for its products. No additional payments of cash or
other property is required on exercise of the barter credits and the value of
the services to be received are deemed to be comparable to the utilization
charges to be made against the barter credit. Upon utilization (receipt of
services or goods in exchange for barter credits) of part or all of the barter
credits, charges are made to income (substantially all to selling expenses) for
the recovered carrying amount of the barter credits. The Company's policy for
review of the barter credits with respect to possible impairment, is described
above.

     In 2002, the Company recorded an impairment charge of $119,186, to write
down unused barter credits to net realizable value based upon management's
estimate of future utilization of the unused credits. The Company sold all
unused barter credits to Starbrand, LLC on May 15, 2002 (See Note 5F).

                                       11
<PAGE>


                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


RECLASSIFICATIONS

     Certain items have been reclassified in the 2001 financial statements to
conform to account groupings used for financial reporting in 2002.


NOTE 3. NET LOSS PER COMMON SHARE

     Net loss per common share was calculated under SFAS No. 128, "Earnings per
Share". Basic net loss per share is computed by dividing the net loss by the
weighted average outstanding shares of 20,360,179 and 18,990,784 for the three
months and nine months ended September 30, 2002, respectively and 14,197,903 and
14,065,992 for the three months and nine months ended June 30, 2001,
respectively. No effect has been given to the conversion of warrants and
debentures to common stock inasmuch as such conversions would be anti-dilutive.


NOTE 4. GOING CONCERN

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has incurred
substantial losses from operations and has deficiencies in working capital and
stockholders' equity at September 30, 2002 which raise substantial doubt about
its ability to continue as a going concern. The Company's ability to operate as
a going concern is dependent upon its ability to continue to raise adequate
capital and financing as may be required. The Company is actively seeking to
acquire a new business and raise additional financing. There can be no assurance
that future capital contributions, financing and/or acquiring a new business
will be sufficient for the Company to operate as a going concern or that it can
achieve profitable operations in the future. If new capital should become
available, or if the Company acquires a new business, such transaction would
likely result in an immediate and substantial dilution to the presently existing
shareholders. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.



                                       12
<PAGE>


                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002

NOTE 5. SUMMARY OF SIGNIFICANT EVENTS OCCURRING DURING THE NINE MONTHS ENDED
        SEPTEMBER 30, 2002


     The following is a summary of the significant events which occurred during
the nine months ended September 30, 2002:

     A.   On January 28, 2002 and May 15, 2002, the Company borrowed $27,500 and
          $21,283, respectively, from two lenders and issued notes payable at an
          interest rate of 10% per annum. The notes are payable on demand, on or
          after June 15, 2002. The lenders include one of the holders of its 4%
          convertible debentures, due May, 2003, and an unrelated party.

     B.   On February 13, 2002, the Company entered into an accounts receivable
          factoring agreement subject to a minimum annual fee of $5,000. Under
          the agreement, the Company selectively assigns and sells part or all
          of its accounts receivable, subject to approval by the factor. The
          transactions with the factor have been insignificant.

     C.   On March 14, 2002, the Company issued 4,662,276 shares of its common
          stock upon conversion of $46,623 of accrued interest on its 4%
          convertible debentures.

     D.   On March 27, 2002, an officer/stockholder of the Company exercised
          warrants to purchase 1,500,000 shares of common stock at an exercise
          price of $.03 per share. In exchange for the issuance of common stock,
          the Company accepted a note receivable in the amount of $45,000,
          bearing interest of 6% per annum, due January 1, 2003. On May 15,
          2002, this note was sold to Starbrand, LLC pursuant to an agreement
          described in "F" below.

     E.   On March 31, 2002, the bondholders of the Company's 4%, $1,500,000
          convertible debentures (reduced on May 15, 2002 by $450,000 - See "F"
          below) agreed to extend the maturity date to May 8, 2003. In addition,
          the bondholders agreed to waive a $75,000 bond premium payable in
          connection with the indebtedness.

     F.   On May 15, 2002, the Company consummated a "Settlement of Debts and
          Asset Purchase Agreement" pursuant to which the Company divested all
          of its operations and sold substantially all of its assets and certain
          specified liabilities to Starbrand, LLC in exchange for cancellation
          of $450,000 of the Company's outstanding 4%, $1,500,000 convertible
          debentures. The transaction resulted in a gain of $373,921 to the
          Company. The members of Starbrand, LLC include certain stockholders of
          the Company. The Company is contingently liable for the payment of the
          liabilities transferred aggregating approximately $200,000.

     G.   On July 30, 2002, the Company received aggregate proceeds of $100,000
          in connection with issuance of the Company's 4% $100,000 convertible
          debentures, due July 30, 2003 with a 5% premium. The lender is the
          unrelated party, reported in "A." above, who made loans to the Company
          under its 10% demand notes payable.

     H.   In September, 2002, the Company advanced an aggregate of $60,000 to an
          unrelated party under three separate 90 day promissory notes, each
          bearing interest at 7% per annum.


                                       13
<PAGE>


                               FAMOUS FIXINS, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

"FORWARD-LOOKING" INFORMATION

This report on Form 10-QSB contains certain "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934. Generally,
the words "anticipates," "expects," "believes," "intends," "could," "may," and
similar expressions identify forward looking statements. Forward-looking
statements involve risks and uncertainties. We caution you that while we believe
any forward-looking statement are reasonable and made in good faith,
expectations almost always vary from actual results, and the differences between
our expectations and actual results may be significant.

The following discussion and analysis of our results of operations and our
financial condition should be read in conjunction with the information set forth
in the financial statements and notes thereto included elsewhere in this report.

CHANGES IN BUSINESS OPERATIONS

On May 15, 2002, we completed a transaction pursuant to the Settlement of Debts
and Asset Purchase Agreement, dated as of March 29, 2002, with Starbrand, LLC,
pursuant to which we divested all of our operations and sold substantially all
of our assets and certain specified liabilities to Starbrand, LLC in exchange
for cancellation of $450,000 of outstanding 4%, $1,500,000 convertible
debentures. The transaction resulted in a gain of $373,921 to Famous Fixins. We
are contingently liable for the payment of the liabilities transferred
aggregating approximately $200,000.

Since May 15, 2002, we have not engaged in substantive business operations and
have no plans to engage in any such activity in the foreseeable future. In our
present form, we may be deemed to be a vehicle to acquire or merge with a
business or company. To the extent that we intend to seek the acquisition of
assets, property or business that may benefit our company and our stockholders,
we are essentially a "blank check" company.

RESULTS OF OPERATIONS

In reviewing our results of operations, you should note that we have not
conducted any substantive business operations since May 15, 2002. Our results of
operations for the period ended September 30, 2002 discusses the results of our
former discontinued business, and is in no way reflective of our operations on a
going-forward basis, because since May 15, 2002 and through the present, we have
not conducted any substantive business operations.

Sales for the three months ended September 30, 2002 were $0.00 a decrease of
100% from the $120,664 sales achieved for the three months ended September 30,
2001. Sales for the nine months ended September 30, 2002 decreased approximately
69.7% to $428,881 from $1,418,646 for the nine months ended September 30, 2001.
The decrease in sales for the three and nine months ended September 30, 2002 is
attributable to the slowdown in sales in connection with the gradual
discontinuation of several product lines that were offered in the three and nine
months ended September 30, 2001, and the divestiture of the business on May 15,
2002. Because we have not engaged in substantive business operations since May
15, 2002, we do not anticipate generating any revenues in the foreseeable
future.

Cost of goods sold for the three months ended September 30, 2002 was $0.00, due
to the lack of sales in the three month period, as compared to $70,122,
approximately 58% of sales for the comparable period in fiscal year 2001. Cost
of goods sold for the nine months ended September 30, 2002 was $305,213,
approximately 71% of sales, as compared to $824,544, approximately 58% of sales,
for the comparable nine month period in fiscal year 2001. The decrease in the
amount of the cost of goods sold for the three and nine months ended September
30, 2002 as compared to the three and six months ended June 30, 2001 is
attributable to the discontinuation of several product lines that were offered
for sale in the three and nine months ended June 30, 2001, and the divestiture
of the business on May 15, 2002. Because we have not engaged in substantive
business operations since May 15, 2002, we do not

                                      14
<PAGE>

anticipate incurring any significant expenses that would be classified as Cost
of Goods Sold in the foreseeable future.

Gross profit on sales for the three months ended September 30, 2002 was $0.00, a
decrease of 100%, as compared to gross profit of $50,542 for the three months
ended September 30, 2001. Gross profit on sales for the nine months ended
September 30, 2002 was $123,668, a decrease of 79%, as compared to gross profit
of $594,102 for the nine months ended September 30, 2001. Gross profit was 0.0%
of sales for the three months ended September 30, 2002 due to the lack of sales.
During the comparable period in 2001, gross profit was approximately 42%. Gross
profit was approximately 29% of sales for the nine months ended September 30,
2002 as compared to gross profit as a percentage of sales for the nine months
ended September 30, 2001 of 42%. The decrease in the amount of gross profit is
attributable to less sales resulting from the slowdown in sales in connection
with the gradual discontinuation of several product lines that were offered in
the three and nine month period ended September 30, 2001, and the divestiture of
the business on May 15, 2002.

For the three months ended September 30, 2002 as compared to the three months
ended September 30, 2001, operating expenses decreased to $28,238 from $358,576,
which represents an approximate 92% decrease in operation expenses from the
comparable period in 2001. For the nine months ended September 30, 2002 as
compared to the nine months ended September 30, 2001, operating expenses
decreased to $750,770 from $1,260,132, which represents a 40% decrease in
operation expenses and an increase to 175% of sales during the current nine
month period from 88% of sales in the comparable period for 2001. The decrease
in our operating expenses for the three and nine months ended September 30, 2002
was due mainly to a decrease in selling expenses, decreased employment and the
cessation of most operating activities.

For the three months ended September 30, 2002, we operated at a net loss of
$(40,259), or a loss of $(0.002) per share basic, as compared to net loss of
$(327,515), or a loss of $(0.023) per share basic for the three months ended
September 30, 2001. For the nine months ended September 30, 2002, we operated at
a net loss of $(228,068), or a loss of $(0.012) per share basic, as compared to
net loss of $(730,597), or a loss of $(0.052) per share basic for the nine
months ended September 30, 2001. The decrease in net loss for the three and nine
months ended September 30, 2002 as compared to the three and nine months ended
September 30, 2001 was mainly due to a gain of $373,921 resulting in the sale of
our former business as well as the diminished expenses resulting from the
cessation of operations.

Our former business was not seasonal in nature.

Inflation was not deemed to be a factor in our former operations.

FINANCIAL CONDITION OR LIQUIDITY AND CAPTIAL RESOURCES

Financing Activities in connection with Former Business

In connection with our former business operations that were discontinued on May
15, 2002, we funded our operations through a line of credit, bank borrowings,
and borrowings from, and issuances of warrants and sales of securities to,
stockholders, and from operating revenues. Our inability to obtain sufficient
credit and capital financing has limited our operations and growth from
inception.

In October 1999, we entered into agreements pursuant to which certain investors
agreed to purchase an aggregate of $550,000 principal amount of 5% convertible
debentures due October 19, 2002 and 139,152 warrants to purchase shares of our
common stock. At the initial closing date, we received gross proceeds of
$450,000, and in February 2000, we received the remaining $100,000 when a
registration statement in connection with the resale of the underlying common
stock became effective. The warrants are exercisable between October 30, 1999
and October 30, 2004 at a purchase price of $.494 per share, which was 125% of
the market price on the closing date. Through June 30, 2002, debenture holders
have converted debentures with an aggregate of $526,032 in principal and
interest into 3,136,279 shares of common stock. Debentures with a principal of
$33,975 and interest thereon remain outstanding. None of the warrants have been
exercised.


                                       15
<PAGE>

In March 2000, we entered into an agreement pursuant to which certain investors
agreed to purchase an aggregate of $1,000,000 principal amount of 0% convertible
debentures due March 13, 2005 and warrants to purchase 2,500,000 shares of our
common stock. We received gross proceeds of $1,000,000 from the transaction. The
holders of the convertible debentures were entitled to convert the debentures
into shares of common stock at a conversion price of $.40 per share. The
warrants are exercisable before March 13, 2005 at a purchase price of $.75 per
share. In October 2000, we entered into an agreement for the sale of $1,500,000
principal amount of 4% convertible debentures pursuant to which the outstanding
principal amount of the 0% convertible debentures were surrendered.

In October 2000, we entered into an agreement pursuant to which certain
investors agreed to purchase an aggregate of $1,500,000 principal amount of 4%
convertible debentures and warrants to purchase 250,000 shares of common stock.
The principal amount of the 4% convertible debentures of $1,500,000 consists of
principal in the amount of $500,000 and the surrender of outstanding 0%
convertible debentures with a principal amount of $1,000,000 issued in March
2000. The warrants are exercisable before November 7, 2003 at a purchase price
per share of $0.0588. At the closing of the transaction, we received gross
proceeds of $500,000, less payment to the escrow agent of $10,000 for the
investors' legal, administrative and escrow costs, and less payment of a 10%
placement agent fee. We also issued to the placement agent 75,000 shares of
restricted common stock and a warrant to purchase 100,000 shares of common stock
as part of the placement agent fee. The warrants are exercisable before November
7, 2003 at a purchase price per share of $0.0588.

The 4% debenture holders have the right to convert the interest into shares of
common stock based on the average of the 5 lowest closing bid prices of the
common stock over a 22 trading day period immediately prior to the interest
payment date. We agreed to enter into an equity line of credit type of
transaction within 10 days of this transaction. If we are unable to pay the
amounts due on the maturity date but we can draw down on the equity line of
credit, we are to draw down the maximum amount each draw down period to pay the
investors the full amount due. To date, we are unable to draw down upon the
equity line of credit.

Since August 7, 2001, the 4% debenture holders may elect to convert the 4%
convertible debentures into shares of common stock because a registration
statement for the equity line of credit was not effective on the August 7, 2001
maturity date and because we are not able to draw down the maximum amount
permitted each month under the equity line under an effective equity line of
credit registration statement. The conversion price shall equal the lesser of
$0.054 or 85% of the average of the 5 lowest closing bid prices during the 22
trading days preceding the applicable conversion date. At the 4% debenture
holders' election, we shall redeem the 4% convertible debentures, including
interest and a redemption premium of 30%, using up to 50% of the net proceeds
received pursuant to the equity line of credit and any other equity financing
permitted under the agreement, and all proceeds received in an equity financing
not permitted under the future financing restrictions.

The 4% convertible debentures matured unpaid on August 7, 2001 with a 5% premium
on the principal and the accrued unpaid interest. In March 2002, the terms of
the 4% convertible debentures were amended to extend the due date for the
debentures until May 8, 2003 and to waive any premiums or penalties that may
have been incurred in connection the original due date having passed. In March
2002, the 4% convertible debenture holders converted accrued interest with an
aggregate amount of $46,623 into 4,662,276 shares. None of the principal amount
or other accrued interest have been repaid or converted into shares of common
stock, and none of the warrants have been exercised.

In October 2000, we entered into an agreement for the future issuance and
purchase of shares of our common stock which establishes what is sometimes
termed an equity line of credit or an equity drawdown facility. In general, the
drawdown facility operates as follows: the investor has committed to provide us
with up to $5 million as we request it over a 24 month period, in return for
shares of common stock we issue to the investor.

Subject to a maximum of 16 draws, once every 29 trading days, we may request a
draw of up to $5 million under the equity line, however, no single draw can
exceed $5 million. We must wait at least 7 trading days after each 22 trading
day drawdown period before requesting another drawdown. The maximum amount we
actually can draw down upon each request will be determined by 4.5% of the
volume-weighted average daily price of our common stock for the 3 month period
prior to our request and the total trading volume for the 3 months prior to our
request. Each draw down must be for at least $100,000.

                                       16
<PAGE>

The number of shares registered under the registration statement for the resale
of the common stock upon each drawdown under the equity line may limit the
amount of money we receive under the common stock purchase agreement. Moreover,
the funds we may receive could be further limited by a provision of the common
stock purchase agreement that prevents us from issuing shares to the investor to
the extent the investor would beneficially own more than 9.9% of our then
outstanding common stock.

At the end of a 22-day trading period following the drawdown request, the final
drawdown amount is determined based on the volume-weighted average stock price
during that 22-day period. We then use the formulas contained in the common
stock purchase agreement to determine the number of shares we will issue to the
investor in return for that money. The per share dollar amount the investor pays
for our common stock for each drawdown includes a 17.5% discount to the average
daily market price of our common stock for the 22-day period after our drawdown
request, weighted by trading volume. We will receive the amount of the drawdown
less an escrow agent fee equal to $1,500 per drawdown and less a 10% placement
fee.

In lieu of making a commitment to the investor to draw a minimum aggregate
amount, on October 31, 2000, we issued to the investor a stock purchase warrant
to purchase up to 500,000 shares of our common stock and we also agreed to issue
additional warrants to purchase a number of shares equal to 50% of the shares
purchased by the investor on the settlement date of each drawdown. The warrants
to purchase 500,000 shares of common stock have an exercise price of $0.0636 and
expire on October 31, 2003. The additional warrants issuable at each settlement
date will be exercisable for 35 calendar days and have an exercise price equal
to the weighted average of the purchase prices of the common stock during the
applicable settlement period. A registration statement for the shares underlying
the equity line of credit is presently not effective. Until an effective
registration statement is in place, we cannot use and will not receive any funds
from the equity line.

In January 2002, we entered into promissory notes of $27,500 with interest at a
rate of 10% per year to pay for current business expenses. Beginning June 15,
2002, the notes become payable on demand.

In February 2002, we entered into an accounts receivable factoring agreement
subject to a minimum annual fee of $5,000. Under the agreement, we may
selectively assign and sell part or all of its accounts receivable, subject to
approval by the factor.

On March 29, 2002, we entered into a Settlement of Debts and Asset Purchase
Agreement with Starbrand, LLC, pursuant to which Starbrand agreed to acquire
substantially all of our assets, properties and business in exchange for the
assumption of certain of our liabilities. The assets to be transferred and the
liabilities to be assumed had an approximate value of $725,000, and $938,000,
respectively, at December 31, 2001. Based upon the structure of the Settlement
of Debts and Asset Purchase Agreement, immediately following the closing of the
transfer, we will retain assets with an estimated value of $33 as of December
31, 2001 and no business operations and will retain liabilities estimated to be
approximately $1,163,000 as of December 31, 2001, consisting mostly of certain
outstanding debentures, plus possible liabilities with respect to certain
unasserted claims against us. The Settlement of Debts and Asset Purchase
Agreement specifically provides that we shall retain all claims for tax refunds,
tax loss carry forwards or carrybacks or tax credits of any kind applicable to
our business prior to the closing of the asset purchase agreement. As of
December 31, 2001, we had net operating loss carry forwards of approximately
$2,426,000, all of which expire by 2021. Without future profits, such tax losses
are of limited or no value. The liabilities that will not be assumed by
Starbrand consist primarily of: principal amount of $1,050,000 of our 4%
convertible debentures, in the aggregate, owned by Roseworth Group Limited,
Balmore Funds, S.A. and Austost Anstalt Schaan, including accrued interest on
$1,500,000 of the debentures; principal amount of $33,975 of our 5% convertible
debentures owned by AMRO International, S.A., including accrued interest; and
promissory notes issued in 2002, as of June 30, 2002, totaling $27,500.

On May 15, 2002, we borrowed an aggregate of $21,283 from two lenders and issued
notes payable at an interest rate of 10% per annum. The notes are payable on
demand, on or after June 15, 2002. The lenders include a party related to the
holders of its 4% convertible debentures and another unrelated party.
Subsequently, in July 2002, we entered into an agreement for the sale of 4%
convertible debentures with an aggregate principal amount of $100,000 due on
July 30, 2003 with the unrelated party, Alpha Capital. There were no preexisting
arrangements or understandings among members of both the former and new control
groups and their associates with respect to such transaction.

                                       17
<PAGE>


Barter Credits in connection with Former Business

In connection with our former business operations that were discontinued on May
15, 2002, we entered into arrangements in 1998 and 2000, pursuant to which we
received barter credit entitlements. Such credits generally relate to our right
to exchange credits for future television, radio and other types of
advertisements for our products. In the six months ended June 30, 2002, we
recorded an impairment charge of $119,186, to write down unused barter credits
to net realizable value based upon management's estimate of future utilization
of the unused credits. On May 15, 2002, we sold all unused barter credit in
connection with the divestiture of our operations and sale of assets and certain
specified liabilities to Starbrand, LLC.

Going Concern Comment

The auditors' report to our financial statements for the year ended December 31,
2001 cites factors that raise substantial doubt about our ability to continue as
a going concern. The factors include that we have incurred substantial operating
losses since inception of operations and as at December 31, 2001 reflect
deficiencies in working capital and stockholders' equity. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

MANGEMENT'S PLAN OF ACTION

We have not engaged in any material operations since May 15, 2002. We presently
have no plans to engage in any such activity in the foreseeable future, other
than in seeking the acquisition of assets, property or business that may be
beneficial to us and our stockholders. In our present form, we may be deemed to
be a vehicle to acquire or merge with a business or company. To the extent that
we intend to seek the acquisition of assets, property or business that may
benefit our company and our stockholders, we are essentially a "blank check"
company.

Based upon our present status as a company with no substantive operations, our
foreseeable material cash requirements during the next twelve months relate to
maintaining our good standing in the State of New York, keeping current in
federal, state and local taxes, keeping current with filings with the Securities
and Exchange Commission, and making repayment of principal and interest on
convertible debentures and notes payable.

We have incurred substantial losses from operations and we have deficiencies in
working capital and stockholders' equity at September 30, 2002 which raise
substantial doubt about our ability to continue as a going concern. Our ability
to operate as a going concern is dependent upon our ability to continue to raise
adequate capital and financing as may be required. We are actively seeking to
acquire a new business. There can be no assurance that future capital
contributions, financing or acquiring a new business will be sufficient for us
to continue as a going concern or that we can achieve profitable operations in
the future. If new capital should become available, or if we acquire a new
business such transaction would likely result in an immediate and substantial
dilution to the presently existing shareholders.

In connection with the divestiture of our former business and our current status
as substantially a non-operating company, the primary issue that management has
focused on to address the going concern matter has been to seek short term
financing through promissory notes and/or through issuance of convertible
debentures in order to fund operations in connection with our activities related
to seeking the acquisition of assets, property or business.

We are exploring various options to obtain financing and to resolve our existing
debt burden, including by means of merger, consolidation, sale of assets,
reorganization or restructuring. We do not presently have any such plans and
there can be no assurance that raising such capital or acquiring a new business
will be possible. If new capital should become available or we acquire a new
business, the financing or acquisition is likely to result in immediate and
substantial dilution to our presently existing shareholders.

During this current September 30, 2002 reporting period, we entered into an
agreement for the sale of 4% convertible debentures due July 30, 2003 with a
principal amount of $100,000. Our management does not anticipate that we will
have to raise additional funds during the next six to twelve months. We earlier
believed that the funds

                                       18
<PAGE>

from the 4% convertible debentures would be sufficient to fund our current
operating needs, subject to our ability to resolve the repayments due on
maturity of existing obligations, including convertible debentures.

Because, subsequent to the discontinuation of our former business, we do not
have any business or tangible assets with which to generate revenue, we do not
have any means to satisfy our liabilities or obligations unless and until we are
able to raise additional capital or acquire a business. Although the sale of
assets provides for the assumption by Starbrand of significant operating
liabilities of Famous Fixins, we remain contingently responsible for the
satisfaction of such liabilities and there can be no assurance that such
liabilities will be satisfied.

In any business venture, there are substantial risks specific to the particular
enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
our present business operations will be highly speculative and subject to the
same types of risks inherent in any new or unproven venture. We can provide no
assurance that any acquired business will produce any material revenues for us
or our stockholders or that any such business will operate on a profitable
basis. Because we are not currently engaged in any substantive business
activities, and with management's broad discretion with respect to the
acquisition of assets, property or business, we may be deemed to be a "blank
check" company. Although management intends to apply substantially all of the
proceeds that it may receive through the issuance of stock or debt to a suitable
acquisition, such proceeds will not otherwise be designated for any more
specific purpose. We can provide no assurance that any allocation of such
proceeds will allow us to achieve our business objectives. Because we have not
yet identified any assets, property or business that we may potentially acquire,
potential investors in our company will have virtually no substantive
information upon which to base a decision whether or not to invest in Famous
Fixins.

To date, we have not identified any particular industry or business in which to
concentrate our acquisition efforts. To the extent that we may acquire a
business in a highly risky industry, we will become subject to those risks.
Similarly, if we acquire a financially unstable business or a business that is
in the early stages of development, we will become subject to the numerous risks
to which such businesses are subject. Although management intends to consider
the risks inherent in any industry and business in which we may become involved,
there can be no assurance that we will correctly assess such risks. We are
unable to predict the time as to when and if we may actually participate in any
specific business endeavor.

Management has had some preliminary contacts and discussions regarding potential
business acquisitions during the current reporting period, but there are no
present plans, proposals or arrangements to acquire any specific assets,
property or business. Accordingly, it is unclear whether any such contemplated
acquisition would take the form of an exchange of capital stock, a merger or an
asset acquisition. However, because we have little resources as of the date of
this Report, management expects that any such acquisition would take the form of
an exchange of capital stock. This would result in substantial dilution of the
shares of current stockholders.

Current management is not required to devote full time to the affairs of the
company. Because of time commitments, as well as the fact that we have no
substantial operating business presently, management anticipates that an
insignificant amount of time will be devoted to the activities of the company,
at least until such time as we have identified a suitable acquisition target.


                                       19
<PAGE>


PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

During the current reporting period, we entered into agreements, dated July 30,
2002, with Alpha Capital A.G. for the sale of 4% convertible debentures due July
30, 2003 with a principal amount of $100,000, in transactions deemed to be
exempt under Section 4(2) of the Securities Act of 1933. We made a determination
that Alpha Capital was a sophisticated investor with enough knowledge and
experience in business to evaluate the risks and merits of the investment. Prior
to the transaction, Alpha Capital was an unrelated party who previously loaned
us an aggregate of $26,891 pursuant to short-term promissory notes.

The 4% convertible debentures with an aggregate principal amount of $100,000 are
due on July 30, 2003 with a 5% premium on the principal and the accrued but
unpaid interest. We may not pay the principal before the maturity date without
the express written consent of Alpha Capital. Semi-annual interest payments are
due and payable in arrears on December 1 and June 1 of each year, commencing
with December 1, 2002. With respect to the interest, the holders have the right
to cause us to issue common stock in exchange for interest otherwise payable in
cash. The exact number of shares of common stock into which such interest
payment is convertible shall be based on the average of the five lowest closing
bid prices of the common stock over the twenty-two trading days immediately
prior to the interest payment date.

These 4% convertible debentures carry similar rights and privileges, including
registration rights, accorded the debentures executed and delivered pursuant to
the Convertible Debenture and Warrants Purchase Agreement dated as of October
27, 2000 between Famous Fixins, Inc. and those convertible debenture holders.
Under the October 2000 purchase agreement, we agreed to prepare, file and seek
effectiveness of a registration statement under the Securities Act for the
resale of shares of common stock issuable upon the conversion of the earlier
issued 4% convertible debentures, however, such a registration statement is not
currently effective. On October 31, 2002, we entered into an equity line of
credit transaction, for which the shares issuable upon drawdowns on the equity
line are also the subject of such a registration statement. If we are unable to
pay the amounts due on these 4% convertible debentures on the maturity date but
we can draw down on the equity line of credit, we are to draw down the maximum
amount each draw down period to pay these 4% convertible debenture holders the
full amount due.

At the election of Alpha Capital, we are to redeem these 4% convertible
debentures, plus all accrued but unpaid interest, along with a payment premium
of 30% of such total amounts due, using up to 50% of the net proceeds received
pursuant to the equity line of credit type of financing.

On or after the maturity date, Alpha Capital may elect to convert the 4%
convertible debentures and accrued but unpaid interest into shares of common
stock if the registration statement for the equity line is not effective on the
maturity date or if we do not draw down the maximum amount permitted each
drawdown period under the equity line after such a registration statement is
effective. In such an event, the conversion price shall equal the lesser of
$0.05 or 85% of the average of the 5 lowest closing bid prices during the 22
trading days preceding the applicable conversion date. The $0.05 conversion
price is subject to downward adjustment if we sell other securities at a lower
per share selling price.

The maximum number of shares of common stock that may be received upon the
conversion of the debentures by Alpha Capital is 9.9% of our then-outstanding
common stock after the conversion, including any other shares of common stock
held by Alpha Capital, however, this 9.9% limit may be waived by Alpha Capital.


                                       20
<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

In April 2002, we submitted an Information Statement on Schedule 14C related to
actions in connection with an amendment to our certificate of incorporation to
increase our authorized capital from 25,000,000 shares to 200,000,000 shares,
and actions in connection with the Settlement of Debts and Asset Purchase
Agreement with Starbrand, LLC. In March 2002, the holders of a majority of the
shares of our outstanding common stock approved in writing, in accordance with
the provisions of Section 615 of the New York Business Corporation Law, an
amendment to our certificate of incorporation to increase our authorized capital
from 25,000,000 shares to 200,000,000 shares, and actions related to the
Settlement of Debts and Asset Purchase Agreement with Starbrand, LLC. Our
shareholders representing 10,931,770 shares voted for those actions. At the time
of the approval, the aggregate of these shares constituted 53.7% of the then
outstanding shares of common stock.

ITEM 5. OTHER INFORMATION

We intend to file in the near future an amendment to our certificate of
incorporation to reflect the shareholder action approving an increase in our
authorized capital from 25,000,000 shares to 200,000,000 shares,

In our Quarterly Report on Form 10-QSB, filed on May 21, 2002, we reported that
on March 29, 2002, we entered into a Settlement of Debts and Asset Purchase
Agreement with Starbrand, LLC, pursuant to which Starbrand agreed to acquire
substantially all of our assets, properties and business in exchange for the
assumption of certain of our liabilities.

On May 15, 2002, we completed the transaction pursuant to the Settlement of
Debts and Asset Purchase Agreement. We have not engaged in any material
operations since May 15, 2002. We presently have no plans to engage in any such
activity in the foreseeable future, other than in seeking the acquisition of
assets, property or business that may be beneficial to us and our stockholders.
In our present form, we may be deemed to be a vehicle to acquire or merge with a
business or company. To the extent that we intend to seek the acquisition of
assets, property or business that may benefit our company and our stockholders,
we are essentially a "blank check" company. We are not aware of any
arrangements, including any pledge by any person of securities of Famous Fixins,
the operation of which may at a subsequent date result in a change in control of
Famous Fixins.

On May 21, 2002, our Board of Directors accepted Victor Bauer's resignation from
the Board of Directors. On June 13, 2002, S. Michael Rudolph was appointed to
the Board of Directors. Mr. Rudolph was a nominee of certain beneficial owners
of Famous Fixins. Mr. Rudolph did not have any direct or indirect interest in
Famous Fixins prior to the completion of the transaction. On June 13, 2002,
Jason Bauer resigned from his positions as an executive officer and as a
director of Famous Fixins, Inc.


We have been advised by the New York Department of State that on June 26, 2002
our corporate status was dissolved by proclamation for failure to file any tax
returns with the New York State Tax Department. We have notified the New York
State Tax Department that, contrary to their assertions, we have filed all
required federal and state tax returns and believe the misunderstanding to be
administrative and related to the Tax Department associating us with the wrong
Employee Identification Number. We are currently providing the Tax Department
with the necessary information to rectify the situation and retroactively
reinstate our good standing in New York. We anticipate being retroactively
reinstated within the next 30 days.

                                       21
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

The following exhibits are filed with this report:

Exhibit Number      Description of Exhibit
-------------       ----------------------
Exhibit  2     Settlement of Debt and Asset Purchase Agreement

Exhibit 10.1   Form of 4% Convertible Debenture Due July 30, 2003

Exhibit 10.2   Form of 4% Convertible Debenture Due July 30, 2003

Exhibit 10.3   Agreement to Extend August 7, 2001 Issued Debenture

Exhibit 11     Statement Concerning Computation of Per Share Earnings
               is hereby incorporated by reference to "Financial
               Statements" of Part I - Financial Information, Item 1 -
               Financial Statements, contained in this Form 10-QSB.

Exhibit 99     Certification

(b)      Reports on Form 8-K.

On June 27, 2002, we filed a current report on Form 8-K announcing the
appointment of S. Michael Rudolph as a director of Famous Fixins, Inc. and the
resignations of Victor Bauer as a director and of Jason Bauer as an executive
officer and as a director.


                                       22
<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  November 14, 2002            FAMOUS FIXINS, INC.

                                     By:      /s/ S. Michael Rudolph
                                              S. Michael Rudolph
                                              Director



                                  CERTIFICATION

I, S. Michael Rudolph, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of Famous Fixins,
          Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

Dated:  November 14, 2002         /s/ S. Michael Rudolph
                                  ----------------------
                                  Acting Chief Executive Officer and
                                  Acting Financial Officer





                                       23
<PAGE>



                                                                       EXHIBIT 2

                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.

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


<PAGE>




     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                            Name:  David Sims
Principal Amount of Exchanged Debentures:          Title:    Director
$195,000


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




<PAGE>


                                   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.




<PAGE>


                                   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.



<PAGE>


                              DISCLOSURE SCHEDULES








<PAGE>



                                    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






<PAGE>


                                    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





<PAGE>


                                                                   EXHIBIT 10.1

                            4% CONVERTIBLE DEBENTURE

         NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
         HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE
         RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED
         EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


No. S-1                                                               US $50,000

                               Famous Fixins, Inc.

                   4% CONVERTIBLE DEBENTURE DUE JULY 30, 2003



     THIS DEBENTURE is issued by Famous Fixins, Inc., a corporation organized
and existing under the laws of the State of New York (the "Company") and is
designated as its 4% Convertible Debenture Due July 30, 2003.


     FOR VALUE RECEIVED, the Company promises to pay to Alpha Capital A.G. or
permitted assigns (the "Holder"), the principal sum of Fifty Thousand Dollars
and 00/100 (US $50,000) Dollars on July 30, 2003 (the "Maturity Date") and to
pay interest on the principal sum outstanding from time to time semi-annually in
arrears at the rate of 4% per annum accruing from the date of initial issuance.
Accrual of interest shall commence on the first business day to occur after the
date of initial issuance and continue until payment in full of the principal sum
has been made or duly provided for. Semi-annual interest payments shall be due
and payable on December 1 and June 1 of each year, commencing with December 1,
2002. If any interest payment date or the Maturity Date is not a business day in
the State of New York, then such payment shall be made on the next succeeding
business day. The Company will pay the principal of, and any accrued but unpaid
interest due upon this Debenture on the Maturity Date, by check or wire transfer
to the person who is the registered holder of this Debenture as of the tenth day
prior to the Maturity Date and addressed to such holder at the last address
appearing on the Debenture Register. The forwarding of such check or money order
shall constitute a payment of principal and interest hereunder and shall satisfy
and discharge the liability for principal and interest on this Debenture to the
extent of the sum represented by such check or wire transfer plus any amounts so
deducted.


     This Debenture is subject to the following additional provisions:


     1.   The Company shall be entitled to withhold from all payments of
          interest on this Debenture any amounts required to be withheld under
          the applicable provisions of the United States income tax laws or
          other applicable laws at the time of such payments, and Holder shall
          execute and deliver all required documentation in connection
          therewith.


     2.   This Debenture has been issued subject to investment representations
          of the original purchaser hereof and may be transferred or exchanged
          only in compliance with the Securities Act of 1933, as amended (the
          "Act"), and other applicable state and foreign securities laws. The
          Holder shall deliver written notice to the Company of any proposed
          transfer of this Debenture. In the event of any proposed transfer of
          this Debenture, the Company may require, prior to issuance of a new
          Debenture in the name of such other person, that it receive reasonable
          transfer documentation including legal opinions that the issuance of
          the Debenture in such other name does not and will not cause a
          violation of the Act or any applicable state or foreign securities
          laws. Prior to due presentment for transfer of this Debenture, the
          Company and any agent of the Company may treat the person in whose
          name this Debenture is duly registered on the Company's Debenture
          Register as the owner hereof for the purpose of receiving payment as
          herein provided and for all other purposes, whether or not this
          Debenture be overdue, and neither the Company nor any such agent shall
          be affected by notice to the contrary. This Debenture shall have the
          same rights and privileges, including registration rights, accorded
          the debentures executed and delivered pursuant to the Convertible
          Debenture and Warrants Purchase Agreement dated as of October 27, 2000
          between the Company and the original Holder (the "Purchase
          Agreement"). Capitalized terms used and not otherwise defined herein
          shall have the meanings set forth for such terms in the Purchase
          Agreement.


     3.   Provided that (i) a registration statement registering shares of
          Common Stock issuable pursuant to the Equity Line (the "Equity Line
          Registration Statement") is not effective on the Maturity Date, or
          (ii) the Equity Line Registration Statement is effective and the
          Company does not draw down the maximum amount permitted pursuant to
          the Equity Line during each month after the date the Equity Line
          Registration Statement is declared effective by the SEC, the Holder of
          this Debenture is entitled, at its option, to convert at any time
          commencing on or after the Maturity Date, the principal amount of this
          Debenture or any portion thereof, plus, at the Holder's election, any
          accrued and unpaid interest, into shares of Common Stock of the
          Company ("Conversion Shares") at a conversion price for each share of
          Common Stock ("Conversion Price") equal to the lesser of (i) $0.05
          (the "Set Price") (subject to adjustment for stock splits and the
          like), and (ii) 85% of the average of the five (5) lowest closing bid
          prices of the Common Stock during the twenty-two (22) Trading Days
          preceding the applicable Conversion Date (as reported by Bloomberg
          L.P.)(and, at each Investor's option, if not listed on the Principal
          Market, on the pink sheets or any other trading market). If, upon any
          conversion of this Debenture, the Company's issuance of Conversion
          Shares would cause it to violate any listing requirement of the
          Principal Market, then in lieu of such stock issuance, the Company
          shall pay the Holder cash in an amount equal to the closing price of
          the Common Stock on the Conversion Date multiplied by the number of
          shares which would otherwise have been issuable upon such conversion
          within five (5) calendar days. Additionally, except for sales of its
          securities (i) pursuant to the exercise of options granted or to be
          granted under an employee benefit plan which plan has been approved by
          the Company's stockholders, (ii) pursuant to any compensatory plan for
          a full-time employee or key consultant, or (iii) in connection with a
          strategic partnership or other business transaction, the principal
          purpose of which is not simply to raise money, if during the period
          beginning on the date hereof and ending when the Holder no longer
          holds any of the principal amount of this Debenture or any accrued but
          unpaid interest of this Debenture (the "MFN Period"), the Company
          sells any shares of its Common Stock at a per share selling price
          ("Per Share Selling Price") lower than the Set Price per share, then
          the Set Price shall be adjusted downward to equal such lower Per Share
          Selling Price. The Company shall give to each Investor written notice
          of any such sale within 24 hours of the closing of any such sale.


          (a)  For the purpose of this Section 3, the term "Per Share Selling
               Price" shall mean the amount actually paid by third parties for
               each share of Common Stock. A sale of shares of Common Stock
               shall include the sale or issuance of rights, options, warrants
               or convertible securities ("derivative securities") under which
               the Company is or may become obligated to issue shares of Common
               Stock, and in such circumstances the sale of Common Stock shall
               be deemed to have occurred at the time of the issuance of the
               derivative securities and the Per Share Selling Price of the
               Common Stock covered thereby shall also include the exercise or
               conversion price thereof (in addition to the consideration per
               underlying share of Common Stock received by the Company upon
               such sale or issuance of the derivative security). In case of any
               such security issued within the MFN Period in a "Variable Rate
               Transaction" or an "MFN Transaction" (each as defined below), the
               Per Share Selling Price shall be deemed to be the lowest
               conversion or exercise price at which such securities are
               converted or exercised in the case of a Variable Rate
               Transaction, or the lowest adjustment price in the case of an MFN
               Transaction. If shares are issued for a consideration other than
               cash, the per share selling price shall be the fair value of such
               consideration as determined in good faith by the Board of
               Directors of the Company.

          (b)  For the purpose of Section 3(a), the term "Variable Rate
               Transaction" shall mean a transaction in which the Company issues
               or sells (a) any debt or equity securities that are convertible
               into, exchangeable or exercisable for, or include the right to
               receive additional shares of Common Stock either (x) at a
               conversion, exercise or exchange rate or other price that is
               based upon and/or varies with the trading prices of or quotations
               for the Common Stock at any time after the initial issuance of
               such debt or equity securities, or (y) with a fixed conversion,
               exercise or exchange price that is subject to being reset at some
               future date after the initial issuance of such debt or equity
               security or upon the occurrence of specified or contingent events
               directly or indirectly related to the business of the Company or
               the market for the Common Stock (but excluding standard stock
               split anti-dilution provisions), or (b) any securities of the
               Company pursuant to an "equity line" structure which provides for
               the sale, from time to time, of securities of the Company which
               are registered for resale pursuant to the Securities Act.


          (c)  For the purposes of Section 4(a), the term "MFN Transaction"
               shall mean a transaction in which the Company issues or sells any
               securities in a capital raising transaction or series of related
               transactions (the "New Offering") which grants to an investor
               (the "New Investor") the right to receive additional shares based
               upon future transactions of the Company on terms more favorable
               than those granted to the New Investor in the New Offering.


          (d)  In case of any stock split or reverse stock split, stock
               dividend, reclassification of the common stock, recapitalization,
               merger or consolidation, or like capital adjustment affecting the
               Common Stock of the Company, the provisions of this Section 3
               shall be applied in a fair, equitable and reasonable manner so as
               to give effect, as nearly as may be, to the purposes hereof.


     4.   The rate of interest on this Debenture shall be four percent (4%), per
          annum, on the outstanding principal until paid or converted. The
          Holder shall have the right to cause the Company to issue Common Stock
          in exchange for interest otherwise payable in cash pursuant to this
          Debenture. The exact number of shares of Common Stock into which such
          interest payment is convertible shall be based on the average of the
          five (5) lowest closing bid prices of the Common Stock over the
          twenty-two (22) Trading Days immediately prior to the interest payment
          date.


     5.   At the election of the Holder, the Company shall use (i) up to 50% of
          the net proceeds received pursuant to (A) the equity line of credit
          type of financing arranged by Union Atlantic, L.C., and (B) any other
          equity financing permitted pursuant to the exceptions to the general
          prohibition on future financing in Section 6.9 of the Purchase
          Agreement, and (ii) all of the proceeds received pursuant to any
          equity financing entered into in violation of the general prohibition
          on future financing in Section 6.9 of the Purchase Agreement (each a
          "Subsequent Sale") to redeem this Debenture, plus all accrued but
          unpaid interest and the applicable Payment Premium. The Payment
          Premium shall be 30% of the outstanding principal balance plus any
          accrued but unpaid interest. The Company shall give the Holder at
          least five (5) Trading Days' notice prior to the closing date of a
          Subsequent Sale (each a "Subsequent Sale Closing Date") and the Holder
          shall give the Company one (1) Trading Day's notice prior to any such
          Subsequent Sale Closing Date that this Debenture or any portion hereof
          shall be redeemed pursuant to this Section. The Company shall make
          redemption payments to the Holder on such Subsequent Sale Closing Date
          out of the proceeds of any such Subsequent Sale.


     6.   Intentionally omitted.


     7.   On the Maturity Date, the Company will pay 105% of the principal of
          and any accrued but unpaid interest due upon this Debenture, less any
          amounts required by law to be deducted, to the registered holder of
          this Debenture and addressed to such holder at the last address
          appearing on the debenture register. If the Company is unable to pay
          the Holder such amount on the Maturity Date and if the Company is able
          to make a draw down pursuant to an equity line of credit arrangement,
          the Company shall immediately exercise draw downs under such equity
          line arrangement for the maximum amount allowed pursuant to such
          arrangement for the purpose of paying all amounts owed to the Holder
          until the Company has paid all such amounts in full. The Company shall
          not be permitted to pay the outstanding principal of this Debenture
          prior to the Maturity Date without the express written consent of the
          Holder.


     8.   (a) Conversion shall be effectuated by surrendering this Debenture to
          the Company (if such Conversion will convert all outstanding
          principal) together with the form of conversion notice attached hereto
          as Exhibit A (the "Notice of Conversion"), executed by the Holder of
          this Debenture evidencing such Holder's intention to convert this
          Debenture or a specified portion (as above provided) hereof, and
          accompanied, if required by the Company, by proper assignment hereof
          in blank. Interest accrued or accruing from the date of issuance to
          the date of conversion shall be paid as set forth above. No fraction
          of a share or scrip representing a fraction of a share will be issued
          on conversion, but the number of shares issuable shall be rounded to
          the nearest whole share. The date on which Notice of Conversion is
          given (the "Conversion Date") shall be deemed to be the date on which
          the Holder faxes the Notice of Conversion duly executed to the
          Company. Facsimile delivery of the Notice of Conversion shall be
          accepted by the Company at facsimile number (650) 343-2506 Attn.:
          Michael Rudolph. Certificates representing Common Stock upon
          conversion will be delivered to the Holder within three (3) Trading
          Days from the date the Notice of Conversion is delivered to the
          Company. Delivery of shares upon conversion shall be made to the
          address specified by the Holder in the Notice of Conversion.


          (b)  The Company understands that a delay in the issuance of shares of
               Common Stock upon a conversion pursuant to Section 3 herein
               beyond three (3) Trading Days could result in economic loss to
               the Holder. As compensation to the Holder for such loss, the
               Company agrees to pay late payments to the Holder for late
               issuance of shares of Common Stock upon conversion in accordance
               with the following schedule (where "No. Trading Days Late" is
               defined as the number of Trading Days beyond three (3) Trading
               Days from the date the Notice of Conversion is delivered to the
               Company).




------------------------------------- ------------------------------------------
     No. Trading Days Late                        Late Payment for Each
                                                $5,000 of Principal Amount
                                                     Being Converted
------------------------------------- ------------------------------------------
               1                                           $100
------------------------------------- ------------------------------------------
               2                                           $200
------------------------------------- ------------------------------------------
               3                                           $300
------------------------------------- ------------------------------------------
               4                                           $400
------------------------------------- ------------------------------------------
               5                                           $500
------------------------------------- ------------------------------------------
               6                                           $600
------------------------------------- ------------------------------------------
               7                                           $700
------------------------------------- ------------------------------------------
               8                                           $800
------------------------------------- ------------------------------------------
               9                                           $900
------------------------------------- ------------------------------------------
              10                                          $1,000
------------------------------------- ------------------------------------------
         More than 10                       $1,000 +$200 for each Trading Day
                                               Late beyond 10 Trading Days
------------------------------------- ------------------------------------------


     The Company shall pay any payments incurred under this Paragraph 8(b) in
immediately available funds upon demand. Nothing herein shall limit Holder's
right to pursue injunctive relief and/or actual damages for the Company's
failure to issue and deliver Common to the holder, including, without
limitation, the Holder's actual losses occasioned by any "buy-in" of Common
Stock necessitated by such late delivery. Furthermore, in addition to any other
remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of such shares of Common Stock within
three (3) Trading Days from the date the Notice of Conversion is delivered to
the Company, the Holder will be entitled to revoke the relevant Notice of
Conversion by delivering a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions
immediately prior to delivery of such Notice of Conversion, and in such event no
late payments shall be due in connection with such withdrawn conversion.

          (c)  In the event the Holder shall elect to convert this Debenture or
               any part hereof, the Company may not refuse conversion based on
               any claim that the Holder or any one associated or affiliated
               with the Holder, including but not limited to a Company
               stockholder who is not and has never been an affiliate (as
               defined in Rule 405 under the Securities Act) of the Holder, has
               been engaged in any violation of law, or for any other reason,
               unless an injunction from a court, on notice, restraining and/or
               enjoining conversion of all or part of this Debenture shall have
               been sought and obtained by the Company and the Company posts a
               surety bond for the benefit of such Subscriber in the amount of
               150% of the principal amount outstanding of this Debenture, which
               is subject to the injunction, which bond shall remain in effect
               until the completion of arbitration/litigation of the dispute and
               the proceeds of which shall be payable to the Holder to the
               extent it obtains judgment, within three (3) business days of
               such judgement. Under the circumstances set forth above, the
               Company shall indemnify and hold harmless the holder and be
               responsible for the payment of all costs and expenses of the
               Holder, including its reasonable legal fees and expenses, as and
               when incurred in disputing any such action or pursuing its rights
               hereunder (in addition to any other rights of the Holder).

     9.   No provision of this Debenture shall alter or impair the obligation of
          the Company, which is absolute and unconditional, to pay the principal
          of, and interest on, this Debenture at the time, place, and rate, and
          in the coin or currency or shares of Common Stock herein prescribed.
          This Debenture is a direct obligation of the Company.


     10.  No recourse shall be had for the payment of the principal of, or the
          interest on, this Debenture, or for any claim based hereon, or
          otherwise in respect hereof, against any incorporator, shareholder,
          employee, officer or director, as such, past, present or future, of
          the Company or any successor corporation, whether by virtue of any
          constitution, statute or rule of law, or by the enforcement of any
          assessment or penalty or otherwise, all such liability being, by the
          acceptance hereof and as part of the consideration for the issue
          hereof, expressly waived and released.

     11.  In case of any (1) merger or consolidation of the Company with or into
          another Person, or (2) sale by the Company of more than one-half of
          the assets of the Company (on an as valued basis) in one or a series
          of related transactions, the Holder shall have the right to (A) deem
          such an occurrence an Event of Default and exercise its rights of
          prepayment pursuant to Paragraph 14 herein, (B) convert its aggregate
          principal amount of this Debenture then outstanding into (i) shares of
          Common Stock of the Company pursuant to Section 3 herein, (ii) shares
          of stock and other securities, cash and property receivable upon or
          deemed to be held by holders of Common Stock following such merger,
          consolidation or sale, and the Holder shall be entitled upon such
          event or series of related events to receive such amount of
          securities, cash and property as the shares of Common Stock into which
          such aggregate principal amount of this Debenture could have been
          converted immediately prior to such merger, consolidation or sales
          would have been entitled, or (C) in the case of a merger or
          consolidation, (x) require the surviving entity to issue convertible
          debentures with such aggregate stated value or in such face amount, as
          the case may be, equal to the aggregate principal amount of this
          Debenture then held by the Holder, plus all accrued and unpaid
          interest and other amounts owing thereon, which newly issued
          debentures shall have terms identical (including with respect to
          conversion) to the terms of this Debenture and shall be entitled to
          all of the rights and privileges of the Holder of this Debenture set
          forth herein and the agreements pursuant to which this Debenture was
          issued (including, without limitation, as such rights relate to the
          acquisition, transferability, registration and listing of such shares
          of stock other securities issuable upon conversion thereof), and (y)
          simultaneously with the issuance of such convertible debentures, shall
          have the right to convert such instrument only into shares of stock
          and other securities, cash and property receivable upon or deemed to
          be held by holders of Common Stock following such merger or
          consolidation. In the case of clause (C), the conversion price
          applicable for the newly convertible debentures shall be based upon
          the amount of securities, cash and property that each share of Common
          Stock would receive in such transaction and the Conversion Price in
          effect immediately prior to the effectiveness or closing date for such
          transaction. The terms of any such merger, sale or consolidation shall
          include such terms so as to continue to give the Holder the right to
          receive the securities, cash and property set forth in this Paragraph
          upon any conversion or redemption following such event. This Paragraph
          shall similarly apply to successive such events.

     12.  The Holder of the Debenture, by acceptance hereof, agrees that this
          Debenture is being acquired for investment and that such Holder will
          not offer, sell or otherwise dispose of this Debenture or the Shares
          of Common Stock issuable upon conversion thereof except under
          circumstances which will not result in a violation of the Act or any
          applicable state Blue Sky or foreign laws or similar laws relating to
          the sale of securities.


     13.  This Debenture shall be governed by and construed in accordance with
          the laws of the State of New York. Each of the parties consents to the
          jurisdiction of the federal courts whose districts encompass any part
          of the City of New York or the state courts of the State of New York
          sitting in the City of New York in connection with any dispute arising
          under this Agreement and hereby waives, to the maximum extent
          permitted by law, any objection, including any objection based on
          forum non conveniens, to the bringing of any such proceeding in such
          jurisdictions.


     14.  The following shall constitute an "Event of Default":

          a.   The Company shall default in the payment of principal or interest
               on this Debenture and same shall continue for a period of three
               (3) Trading Days; or

          b.   Any of the material representations or warranties made by the
               Company herein, in the Purchase Agreement, the Registration
               Rights Agreement, or in any agreement, certificate or financial
               statements heretofore or hereafter furnished by the Company in
               connection with the execution and delivery of this Debenture or
               the Purchase Agreement shall be false or misleading in any
               material respect at the time made; or

          c.   The Company fails to issue shares of Common Stock to the Holder
               or to cause its Transfer Agent to issue shares of Common Stock
               upon proper exercise by the Holder of the conversion rights of
               the Holder in accordance with the terms of this Debenture, fails
               to transfer or to cause its Transfer Agent to transfer any
               certificate for shares of Common Stock issued to the Holder upon
               conversion of this Debenture as and when required by this
               Debenture or the Registration Rights Agreement, and such transfer
               is otherwise lawful, or fails to remove any restrictive legend or
               to cause its Transfer Agent to transfer any certificate or any
               shares of Common Stock issued to the Holder upon conversion of
               this Debenture as and when required by this Debenture, the
               Purchase Agreement or the Registration Rights Agreement and such
               legend removal is otherwise lawful, and any such failure shall
               continue uncured for five (5) business days; or

          d.   The Company shall fail to perform or observe, in any material
               respect, any other covenant, term, provision, condition,
               agreement or obligation of the Company under the Purchase
               Agreement, the Registration Rights Agreement or this Debenture
               and such failure shall continue uncured for a period of thirty
               (30) days after written notice from the Holder of such failure;
               or

          e.   The Company shall (1) admit in writing its inability to pay its
               debts generally as they mature; (2) make an assignment for the
               benefit of creditors or commence proceedings for its dissolution;
               or (3) apply for or consent to the appointment of a trustee,
               liquidator or receiver for its or for a substantial part of its
               property or business; or

          f.   A trustee, liquidator or receiver shall be appointed for the
               Company or for a substantial part of its property or business
               without its consent and shall not be discharged within sixty (60)
               days after such appointment; or

          g.   Any governmental agency or any court of competent jurisdiction at
               the instance of any governmental agency shall assume custody or
               control of the whole or any substantial portion of the properties
               or assets of the Company and shall not be dismissed within sixty
               (60) days thereafter; or

          h.   Any money judgment, writ or warrant of attachment, or similar
               process in excess of One Hundred Thousand ($100,000) Dollars in
               the aggregate shall be entered or filed against the Company or
               any of its properties or other assets and shall remain unpaid,
               unvacated, unbonded or unstayed for a period of sixty (60) days
               or in any event later than five (5) days prior to the date of any
               proposed sale thereunder; or

          i.   Bankruptcy, reorganization, insolvency or liquidation proceedings
               or other proceedings for relief under any bankruptcy law or any
               law for the relief of debtors shall be instituted by or against
               the Company and, if instituted against the Company, shall not be
               dismissed within sixty (60) days after such institution or the
               Company shall by any action or answer approve of, consent to, or
               acquiesce in any such proceedings or admit the material
               allegations of, or default in answering a petition filed in any
               such proceeding;

          j.   The Registration Statement is not declared effective by the
               Commission within one hundred eighty (180) days from the Closing
               Date;

          k.   Upon a properly noticed Notice of Conversion, the Company fails
               to deliver Conversion Shares free of a legend, when lawful to do
               so, within 10 Trading Days of such Notice of Conversion; and

          l.   The Company shall have its Common Stock suspended or delisted
               from trading on a Principal Market for in excess of five (5)
               Trading Days.

               Then, or at any time thereafter, and in each and every such case,
               unless such Event of Default shall have been waived in writing by
               the Holder (which waiver shall not be deemed to be a waiver of
               any subsequent default) at the option of the Holder and in the
               Holder's sole discretion, the Holder may consider this Debenture
               immediately due and payable, without presentment, demand, protest
               or notice of any kind, all of which are hereby expressly waived,
               anything herein or in any note or other instruments contained to
               the contrary notwithstanding, and the Holder may immediately
               enforce any and all of the Holder's rights and remedies provided
               herein or any other rights or remedies afforded by law.

     15.  Nothing contained in this Debenture shall be construed as conferring
          upon the Holder the right to vote or to receive dividends or to
          consent or receive notice as a shareholder in respect of any meeting
          of shareholders or any rights whatsoever as a shareholder of the
          Company, unless and to the extent converted in accordance with the
          terms hereof.

     16.  In no event shall the Holder be permitted to convert this Debenture
          for shares of Common Stock to the extent that (x) the number of shares
          of Common Stock beneficially owned by such Holder (other than shares
          of Common Stock issuable upon conversion of this Debenture) plus (y)
          the number of shares of Common Stock issuable upon conversion of this
          Debenture, would be equal to or exceed 9.9% of the number of shares of
          Common Stock then issued and outstanding, including shares issuable
          upon conversion of this Debenture held by such Holder after
          application of this Paragraph 16. As used herein, beneficial ownership
          shall be determined in accordance with Section 13(d) of the Securities
          Exchange Act of 1934, as amended, and the rules and regulations
          thereunder. To the extent that the limitation contained in this
          Paragraph 16 applies, the determination of whether this Debenture is
          convertible (in relation to other securities owned by the Holder) and
          of which a portion of this Debenture is convertible shall be in the
          sole discretion of such Holder, and the submission of a Notice of
          Conversion shall be deemed to be such Holder's determination of
          whether this Debenture is convertible (in relation to other securities
          owned by such holder) and of which portion of this Debenture is
          convertible, in each case subject to such aggregate percentage
          limitation, and the Company shall have no obligation to verify or
          confirm the accuracy of such determination. Nothing contained herein
          shall be deemed to restrict the right of a holder to convert this
          Debenture into shares of Common Stock at such time as such conversion
          will not violate the provisions of this Paragraph 16. The provisions
          of this Paragraph 16 may be waived by the Holder of this Debenture
          upon, at the election of the Holder, not less than 75 days' prior
          notice to the Company, and the provisions of this Paragraph 16 shall
          continue to apply until such 75th day (or such later date as may be
          specified in such notice of waiver). No conversion of this Debenture
          in violation of this Paragraph 16 but otherwise in accordance with
          this Debenture shall affect the status of the Common Stock issued upon
          such conversion as validly issued, fully-paid and nonassessable. If
          instead of receiving cash on the Maturity Date the Holder instead
          exercises its right to convert this Debenture into Common Stock
          pursuant to Paragraph 3 by delivery of a Notice of Conversion prior to
          receipt of payment, and such conversion would cause the limit
          contained in the first sentence of this Paragraph 16 to be exceeded,
          such conversion of this Debenture shall occur up to such limit and the
          remaining unconverted portion of this Debenture shall be converted
          into Common Stock (1) in accordance with one or more Notices of
          Conversion delivered by the Holder or (2) 65 days after the Maturity
          Date, whichever is earlier. Notwithstanding anything contained herein
          to the contrary, no interest shall accrue after the Maturity Date on
          any such unconverted portion of this Debenture.



<PAGE>




     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.


Dated: July 30, 2002

                                   Famous Fixins, Inc.



                                   By:______________________________________
                                      Name:
                                      Title:

Attest:



-----------------------



<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

     The undersigned hereby irrevocably elects to convert $ ________________ of
the principal amount of the above Debenture No. ___ into Shares of Common Stock
of Famous Fixins, Inc. (the "Company") according to the conditions hereof, as of
the date written below.


Date of Conversion* ____________________________________________________________


Conversion Price * ____________________________________________________


Accrued Interest________________________________________________________________


Signature_____________________________________________________________________
                                                [Name]

Address:______________________________________________________________________

         -----------------------------------------------------------------------



*If such conversion represents the remaining principal balance of the Debenture,
the original Debenture must accompany this notice within three Trading Days.




<PAGE>


                                                                    EXHIBIT 10.2

                            4% CONVERTIBLE DEBENTURE

         NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
         HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE
         RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED
         EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


No. S-2                                                               US $50,000

                               Famous Fixins, Inc.

                   4% CONVERTIBLE DEBENTURE DUE JULY 30, 2003



     THIS DEBENTURE is issued by Famous Fixins, Inc., a corporation organized
and existing under the laws of the State of New York (the "Company") and is
designated as its 4% Convertible Debenture Due July 30, 2003.


     FOR VALUE RECEIVED, the Company promises to pay to Alpha Capital AG or
permitted assigns (the "Holder"), the principal sum of Fifty Thousand Dollars
and 00/100 (US $50,000) Dollars on July 30, 2003 (the "Maturity Date") and to
pay interest on the principal sum outstanding from time to time semi-annually in
arrears at the rate of 4% per annum accruing from the date of initial issuance.
Accrual of interest shall commence on the first business day to occur after the
date of initial issuance and continue until payment in full of the principal sum
has been made or duly provided for. Semi-annual interest payments shall be due
and payable on December 1 and June 1 of each year, commencing with December 1,
2002. If any interest payment date or the Maturity Date is not a business day in
the State of New York, then such payment shall be made on the next succeeding
business day. The Company will pay the principal of, and any accrued but unpaid
interest due upon this Debenture on the Maturity Date, by check or wire transfer
to the person who is the registered holder of this Debenture as of the tenth day
prior to the Maturity Date and addressed to such holder at the last address
appearing on the Debenture Register. The forwarding of such check or money order
shall constitute a payment of principal and interest hereunder and shall satisfy
and discharge the liability for principal and interest on this Debenture to the
extent of the sum represented by such check or wire transfer plus any amounts so
deducted.


     This Debenture is subject to the following additional provisions:


     1.   The Company shall be entitled to withhold from all payments of
          interest on this Debenture any amounts required to be withheld under
          the applicable provisions of the United States income tax laws or
          other applicable laws at the time of such payments, and Holder shall
          execute and deliver all required documentation in connection
          therewith.


     2.   This Debenture has been issued subject to investment representations
          of the original purchaser hereof and may be transferred or exchanged
          only in compliance with the Securities Act of 1933, as amended (the
          "Act"), and other applicable state and foreign securities laws. The
          Holder shall deliver written notice to the Company of any proposed
          transfer of this Debenture. In the event of any proposed transfer of
          this Debenture, the Company may require, prior to issuance of a new
          Debenture in the name of such other person, that it receive reasonable
          transfer documentation including legal opinions that the issuance of
          the Debenture in such other name does not and will not cause a
          violation of the Act or any applicable state or foreign securities
          laws. Prior to due presentment for transfer of this Debenture, the
          Company and any agent of the Company may treat the person in whose
          name this Debenture is duly registered on the Company's Debenture
          Register as the owner hereof for the purpose of receiving payment as
          herein provided and for all other purposes, whether or not this
          Debenture be overdue, and neither the Company nor any such agent shall
          be affected by notice to the contrary. This Debenture shall have the
          same rights and privileges, including registration rights, accorded
          the debentures executed and delivered pursuant to the Convertible
          Debenture and Warrants Purchase Agreement dated as of October 27, 2000
          between the Company and the original Holder (the "Purchase
          Agreement"). Capitalized terms used and not otherwise defined herein
          shall have the meanings set forth for such terms in the Purchase
          Agreement.


     3.   Provided that (i) a registration statement registering shares of
          Common Stock issuable pursuant to the Equity Line (the "Equity Line
          Registration Statement") is not effective on the Maturity Date, or
          (ii) the Equity Line Registration Statement is effective and the
          Company does not draw down the maximum amount permitted pursuant to
          the Equity Line during each month after the date the Equity Line
          Registration Statement is declared effective by the SEC, the Holder of
          this Debenture is entitled, at its option, to convert at any time
          commencing on or after the Maturity Date, the principal amount of this
          Debenture or any portion thereof, plus, at the Holder's election, any
          accrued and unpaid interest, into shares of Common Stock of the
          Company ("Conversion Shares") at a conversion price for each share of
          Common Stock ("Conversion Price") equal to the lesser of (i) $0.05
          (the "Set Price") (subject to adjustment for stock splits and the
          like), and (ii) 85% of the average of the five (5) lowest closing bid
          prices of the Common Stock during the twenty-two (22) Trading Days
          preceding the applicable Conversion Date (as reported by Bloomberg
          L.P.)(and, at each Investor's option, if not listed on the Principal
          Market, on the pink sheets or any other trading market). If, upon any
          conversion of this Debenture, the Company's issuance of Conversion
          Shares would cause it to violate any listing requirement of the
          Principal Market, then in lieu of such stock issuance, the Company
          shall pay the Holder cash in an amount equal to the closing price of
          the Common Stock on the Conversion Date multiplied by the number of
          shares which would otherwise have been issuable upon such conversion
          within five (5) calendar days. Additionally, except for sales of its
          securities (i) pursuant to the exercise of options granted or to be
          granted under an employee benefit plan which plan has been approved by
          the Company's stockholders, (ii) pursuant to any compensatory plan for
          a full-time employee or key consultant, or (iii) in connection with a
          strategic partnership or other business transaction, the principal
          purpose of which is not simply to raise money, if during the period
          beginning on the date hereof and ending when the Holder no longer
          holds any of the principal amount of this Debenture or any accrued but
          unpaid interest of this Debenture (the "MFN Period"), the Company
          sells any shares of its Common Stock at a per share selling price
          ("Per Share Selling Price") lower than the Set Price per share, then
          the Set Price shall be adjusted downward to equal such lower Per Share
          Selling Price. The Company shall give to each Investor written notice
          of any such sale within 24 hours of the closing of any such sale.


          (a)  For the purpose of this Section 3, the term "Per Share Selling
               Price" shall mean the amount actually paid by third parties for
               each share of Common Stock. A sale of shares of Common Stock
               shall include the sale or issuance of rights, options, warrants
               or convertible securities ("derivative securities") under which
               the Company is or may become obligated to issue shares of Common
               Stock, and in such circumstances the sale of Common Stock shall
               be deemed to have occurred at the time of the issuance of the
               derivative securities and the Per Share Selling Price of the
               Common Stock covered thereby shall also include the exercise or
               conversion price thereof (in addition to the consideration per
               underlying share of Common Stock received by the Company upon
               such sale or issuance of the derivative security). In case of any
               such security issued within the MFN Period in a "Variable Rate
               Transaction" or an "MFN Transaction" (each as defined below), the
               Per Share Selling Price shall be deemed to be the lowest
               conversion or exercise price at which such securities are
               converted or exercised in the case of a Variable Rate
               Transaction, or the lowest adjustment price in the case of an MFN
               Transaction. If shares are issued for a consideration other than
               cash, the per share selling price shall be the fair value of such
               consideration as determined in good faith by the Board of
               Directors of the Company.

          (b)  For the purpose of Section 3(a), the term "Variable Rate
               Transaction" shall mean a transaction in which the Company issues
               or sells (a) any debt or equity securities that are convertible
               into, exchangeable or exercisable for, or include the right to
               receive additional shares of Common Stock either (x) at a
               conversion, exercise or exchange rate or other price that is
               based upon and/or varies with the trading prices of or quotations
               for the Common Stock at any time after the initial issuance of
               such debt or equity securities, or (y) with a fixed conversion,
               exercise or exchange price that is subject to being reset at some
               future date after the initial issuance of such debt or equity
               security or upon the occurrence of specified or contingent events
               directly or indirectly related to the business of the Company or
               the market for the Common Stock (but excluding standard stock
               split anti-dilution provisions), or (b) any securities of the
               Company pursuant to an "equity line" structure which provides for
               the sale, from time to time, of securities of the Company which
               are registered for resale pursuant to the Securities Act.


          (c)  For the purposes of Section 4(a), the term "MFN Transaction"
               shall mean a transaction in which the Company issues or sells any
               securities in a capital raising transaction or series of related
               transactions (the "New Offering") which grants to an investor
               (the "New Investor") the right to receive additional shares based
               upon future transactions of the Company on terms more favorable
               than those granted to the New Investor in the New Offering.


          (d)  In case of any stock split or reverse stock split, stock
               dividend, reclassification of the common stock, recapitalization,
               merger or consolidation, or like capital adjustment affecting the
               Common Stock of the Company, the provisions of this Section 3
               shall be applied in a fair, equitable and reasonable manner so as
               to give effect, as nearly as may be, to the purposes hereof.


     4.   The rate of interest on this Debenture shall be four percent (4%), per
          annum, on the outstanding principal until paid or converted. The
          Holder shall have the right to cause the Company to issue Common Stock
          in exchange for interest otherwise payable in cash pursuant to this
          Debenture. The exact number of shares of Common Stock into which such
          interest payment is convertible shall be based on the average of the
          five (5) lowest closing bid prices of the Common Stock over the
          twenty-two (22) Trading Days immediately prior to the interest payment
          date.


     5.   At the election of the Holder, the Company shall use (i) up to 50% of
          the net proceeds received pursuant to (A) the equity line of credit
          type of financing arranged by Union Atlantic, L.C., and (B) any other
          equity financing permitted pursuant to the exceptions to the general
          prohibition on future financing in Section 6.9 of the Purchase
          Agreement, and (ii) all of the proceeds received pursuant to any
          equity financing entered into in violation of the general prohibition
          on future financing in Section 6.9 of the Purchase Agreement (each a
          "Subsequent Sale") to redeem this Debenture, plus all accrued but
          unpaid interest and the applicable Payment Premium. The Payment
          Premium shall be 30% of the outstanding principal balance plus any
          accrued but unpaid interest. The Company shall give the Holder at
          least five (5) Trading Days' notice prior to the closing date of a
          Subsequent Sale (each a "Subsequent Sale Closing Date") and the Holder
          shall give the Company one (1) Trading Day's notice prior to any such
          Subsequent Sale Closing Date that this Debenture or any portion hereof
          shall be redeemed pursuant to this Section. The Company shall make
          redemption payments to the Holder on such Subsequent Sale Closing Date
          out of the proceeds of any such Subsequent Sale.


     6.   Intentionally omitted.


     7.   On the Maturity Date, the Company will pay 105% of the principal of
          and any accrued but unpaid interest due upon this Debenture, less any
          amounts required by law to be deducted, to the registered holder of
          this Debenture and addressed to such holder at the last address
          appearing on the debenture register. If the Company is unable to pay
          the Holder such amount on the Maturity Date and if the Company is able
          to make a draw down pursuant to an equity line of credit arrangement,
          the Company shall immediately exercise draw downs under such equity
          line arrangement for the maximum amount allowed pursuant to such
          arrangement for the purpose of paying all amounts owed to the Holder
          until the Company has paid all such amounts in full. The Company shall
          not be permitted to pay the outstanding principal of this Debenture
          prior to the Maturity Date without the express written consent of the
          Holder.


     8.   (a) Conversion shall be effectuated by surrendering this Debenture to
          the Company (if such Conversion will convert all outstanding
          principal) together with the form of conversion notice attached hereto
          as Exhibit A (the "Notice of Conversion"), executed by the Holder of
          this Debenture evidencing such Holder's intention to convert this
          Debenture or a specified portion (as above provided) hereof, and
          accompanied, if required by the Company, by proper assignment hereof
          in blank. Interest accrued or accruing from the date of issuance to
          the date of conversion shall be paid as set forth above. No fraction
          of a share or scrip representing a fraction of a share will be issued
          on conversion, but the number of shares issuable shall be rounded to
          the nearest whole share. The date on which Notice of Conversion is
          given (the "Conversion Date") shall be deemed to be the date on which
          the Holder faxes the Notice of Conversion duly executed to the
          Company. Facsimile delivery of the Notice of Conversion shall be
          accepted by the Company at facsimile number (650) 343-2506 Attn.:
          Michael Rudolph. Certificates representing Common Stock upon
          conversion will be delivered to the Holder within three (3) Trading
          Days from the date the Notice of Conversion is delivered to the
          Company. Delivery of shares upon conversion shall be made to the
          address specified by the Holder in the Notice of Conversion.


          (b)  The Company understands that a delay in the issuance of shares of
               Common Stock upon a conversion pursuant to Section 3 herein
               beyond three (3) Trading Days could result in economic loss to
               the Holder. As compensation to the Holder for such loss, the
               Company agrees to pay late payments to the Holder for late
               issuance of shares of Common Stock upon conversion in accordance
               with the following schedule (where "No. Trading Days Late" is
               defined as the number of Trading Days beyond three (3) Trading
               Days from the date the Notice of Conversion is delivered to the
               Company).




----------------------------------------- --------------------------------------
      No. Trading Days Late                          Late Payment for Each
                                                   $5,000 of Principal Amount
                                                        Being Converted
----------------------------------------- --------------------------------------
                1                                             $100
----------------------------------------- --------------------------------------
                2                                             $200
----------------------------------------- --------------------------------------
                3                                             $300
----------------------------------------- --------------------------------------
                4                                             $400
----------------------------------------- --------------------------------------
                5                                             $500
----------------------------------------- --------------------------------------
                6                                             $600
----------------------------------------- --------------------------------------
                7                                             $700
----------------------------------------- --------------------------------------
                8                                             $800
----------------------------------------- --------------------------------------
                9                                             $900
----------------------------------------- --------------------------------------
               10                                            $1,000
----------------------------------------- --------------------------------------
          More than 10                         $1,000 +$200 for each Trading Day
                                                  Late beyond 10 Trading Days
----------------------------------------- --------------------------------------

                    The Company shall pay any payments incurred under this
               Paragraph 8(b) in immediately available funds upon demand.
               Nothing herein shall limit Holder's right to pursue injunctive
               relief and/or actual damages for the Company's failure to issue
               and deliver Common to the holder, including, without limitation,
               the Holder's actual losses occasioned by any "buy-in" of Common
               Stock necessitated by such late delivery. Furthermore, in
               addition to any other remedies which may be available to the
               Holder, in the event that the Company fails for any reason to
               effect delivery of such shares of Common Stock within three (3)
               Trading Days from the date the Notice of Conversion is delivered
               to the Company, the Holder will be entitled to revoke the
               relevant Notice of Conversion by delivering a notice to such
               effect to the Company, whereupon the Company and the Holder shall
               each be restored to their respective positions immediately prior
               to delivery of such Notice of Conversion, and in such event no
               late payments shall be due in connection with such withdrawn
               conversion.

          (c)  In the event the Holder shall elect to convert this Debenture or
               any part hereof, the Company may not refuse conversion based on
               any claim that the Holder or any one associated or affiliated
               with the Holder, including but not limited to a Company
               stockholder who is not and has never been an affiliate (as
               defined in Rule 405 under the Securities Act) of the Holder, has
               been engaged in any violation of law, or for any other reason,
               unless an injunction from a court, on notice, restraining and/or
               enjoining conversion of all or part of this Debenture shall have
               been sought and obtained by the Company and the Company posts a
               surety bond for the benefit of such Subscriber in the amount of
               150% of the principal amount outstanding of this Debenture, which
               is subject to the injunction, which bond shall remain in effect
               until the completion of arbitration/litigation of the dispute and
               the proceeds of which shall be payable to the Holder to the
               extent it obtains judgment, within three (3) business days of
               such judgement. Under the circumstances set forth above, the
               Company shall indemnify and hold harmless the holder and be
               responsible for the payment of all costs and expenses of the
               Holder, including its reasonable legal fees and expenses, as and
               when incurred in disputing any such action or pursuing its rights
               hereunder (in addition to any other rights of the Holder).

     9.   No provision of this Debenture shall alter or impair the obligation of
          the Company, which is absolute and unconditional, to pay the principal
          of, and interest on, this Debenture at the time, place, and rate, and
          in the coin or currency or shares of Common Stock herein prescribed.
          This Debenture is a direct obligation of the Company.


     10.  No recourse shall be had for the payment of the principal of, or the
          interest on, this Debenture, or for any claim based hereon, or
          otherwise in respect hereof, against any incorporator, shareholder,
          employee, officer or director, as such, past, present or future, of
          the Company or any successor corporation, whether by virtue of any
          constitution, statute or rule of law, or by the enforcement of any
          assessment or penalty or otherwise, all such liability being, by the
          acceptance hereof and as part of the consideration for the issue
          hereof, expressly waived and released.

     11.  In case of any (1) merger or consolidation of the Company with or into
          another Person, or (2) sale by the Company of more than one-half of
          the assets of the Company (on an as valued basis) in one or a series
          of related transactions, the Holder shall have the right to (A) deem
          such an occurrence an Event of Default and exercise its rights of
          prepayment pursuant to Paragraph 14 herein, (B) convert its aggregate
          principal amount of this Debenture then outstanding into (i) shares of
          Common Stock of the Company pursuant to Section 3 herein, (ii) shares
          of stock and other securities, cash and property receivable upon or
          deemed to be held by holders of Common Stock following such merger,
          consolidation or sale, and the Holder shall be entitled upon such
          event or series of related events to receive such amount of
          securities, cash and property as the shares of Common Stock into which
          such aggregate principal amount of this Debenture could have been
          converted immediately prior to such merger, consolidation or sales
          would have been entitled, or (C) in the case of a merger or
          consolidation, (x) require the surviving entity to issue convertible
          debentures with such aggregate stated value or in such face amount, as
          the case may be, equal to the aggregate principal amount of this
          Debenture then held by the Holder, plus all accrued and unpaid
          interest and other amounts owing thereon, which newly issued
          debentures shall have terms identical (including with respect to
          conversion) to the terms of this Debenture and shall be entitled to
          all of the rights and privileges of the Holder of this Debenture set
          forth herein and the agreements pursuant to which this Debenture was
          issued (including, without limitation, as such rights relate to the
          acquisition, transferability, registration and listing of such shares
          of stock other securities issuable upon conversion thereof), and (y)
          simultaneously with the issuance of such convertible debentures, shall
          have the right to convert such instrument only into shares of stock
          and other securities, cash and property receivable upon or deemed to
          be held by holders of Common Stock following such merger or
          consolidation. In the case of clause (C), the conversion price
          applicable for the newly convertible debentures shall be based upon
          the amount of securities, cash and property that each share of Common
          Stock would receive in such transaction and the Conversion Price in
          effect immediately prior to the effectiveness or closing date for such
          transaction. The terms of any such merger, sale or consolidation shall
          include such terms so as to continue to give the Holder the right to
          receive the securities, cash and property set forth in this Paragraph
          upon any conversion or redemption following such event. This Paragraph
          shall similarly apply to successive such events.

     12.  The Holder of the Debenture, by acceptance hereof, agrees that this
          Debenture is being acquired for investment and that such Holder will
          not offer, sell or otherwise dispose of this Debenture or the Shares
          of Common Stock issuable upon conversion thereof except under
          circumstances which will not result in a violation of the Act or any
          applicable state Blue Sky or foreign laws or similar laws relating to
          the sale of securities.

     13.  This Debenture shall be governed by and construed in accordance with
          the laws of the State of New York. Each of the parties consents to the
          jurisdiction of the federal courts whose districts encompass any part
          of the City of New York or the state courts of the State of New York
          sitting in the City of New York in connection with any dispute arising
          under this Agreement and hereby waives, to the maximum extent
          permitted by law, any objection, including any objection based on
          forum non conveniens, to the bringing of any such proceeding in such
          jurisdictions.


     14.  The following shall constitute an "Event of Default":

          m.   The Company shall default in the payment of principal or interest
               on this Debenture and same shall continue for a period of three
               (3) Trading Days; or

          n.   Any of the material representations or warranties made by the
               Company herein, in the Purchase Agreement, the Registration
               Rights Agreement, or in any agreement, certificate or financial
               statements heretofore or hereafter furnished by the Company in
               connection with the execution and delivery of this Debenture or
               the Purchase Agreement shall be false or misleading in any
               material respect at the time made; or


          o.   The Company fails to issue shares of Common Stock to the Holder
               or to cause its Transfer Agent to issue shares of Common Stock
               upon proper exercise by the Holder of the conversion rights of
               the Holder in accordance with the terms of this Debenture, fails
               to transfer or to cause its Transfer Agent to transfer any
               certificate for shares of Common Stock issued to the Holder upon
               conversion of this Debenture as and when required by this
               Debenture or the Registration Rights Agreement, and such transfer
               is otherwise lawful, or fails to remove any restrictive legend or
               to cause its Transfer Agent to transfer any certificate or any
               shares of Common Stock issued to the Holder upon conversion of
               this Debenture as and when required by this Debenture, the
               Purchase Agreement or the Registration Rights Agreement and such
               legend removal is otherwise lawful, and any such failure shall
               continue uncured for five (5) business days; or

          p.   The Company shall fail to perform or observe, in any material
               respect, any other covenant, term, provision, condition,
               agreement or obligation of the Company under the Purchase
               Agreement, the Registration Rights Agreement or this Debenture
               and such failure shall continue uncured for a period of thirty
               (30) days after written notice from the Holder of such failure;
               or

          q.   The Company shall (1) admit in writing its inability to pay its
               debts generally as they mature; (2) make an assignment for the
               benefit of creditors or commence proceedings for its dissolution;
               or (3) apply for or consent to the appointment of a trustee,
               liquidator or receiver for its or for a substantial part of its
               property or business; or

          r.   A trustee, liquidator or receiver shall be appointed for the
               Company or for a substantial part of its property or business
               without its consent and shall not be discharged within sixty (60)
               days after such appointment; or

          s.   Any governmental agency or any court of competent jurisdiction at
               the instance of any governmental agency shall assume custody or
               control of the whole or any substantial portion of the properties
               or assets of the Company and shall not be dismissed within sixty
               (60) days thereafter; or

          t.   Any money judgment, writ or warrant of attachment, or similar
               process in excess of One Hundred Thousand ($100,000) Dollars in
               the aggregate shall be entered or filed against the Company or
               any of its properties or other assets and shall remain unpaid,
               unvacated, unbonded or unstayed for a period of sixty (60) days
               or in any event later than five (5) days prior to the date of any
               proposed sale thereunder; or

          u.   Bankruptcy, reorganization, insolvency or liquidation proceedings
               or other proceedings for relief under any bankruptcy law or any
               law for the relief of debtors shall be instituted by or against
               the Company and, if instituted against the Company, shall not be
               dismissed within sixty (60) days after such institution or the
               Company shall by any action or answer approve of, consent to, or
               acquiesce in any such proceedings or admit the material
               allegations of, or default in answering a petition filed in any
               such proceeding;

          v.   The Registration Statement is not declared effective by the
               Commission within one hundred eighty (180) days from the Closing
               Date;

          w.   Upon a properly noticed Notice of Conversion, the Company fails
               to deliver Conversion Shares free of a legend, when lawful to do
               so, within 10 Trading Days of such Notice of Conversion; and

          x.   The Company shall have its Common Stock suspended or delisted
               from trading on a Principal Market for in excess of five (5)
               Trading Days.

               Then, or at any time thereafter, and in each and every such case,
               unless such Event of Default shall have been waived in writing by
               the Holder (which waiver shall not be deemed to be a waiver of
               any subsequent default) at the option of the Holder and in the
               Holder's sole discretion, the Holder may consider this Debenture
               immediately due and payable, without presentment, demand, protest
               or notice of any kind, all of which are hereby expressly waived,
               anything herein or in any note or other instruments contained to
               the contrary notwithstanding, and the Holder may immediately
               enforce any and all of the Holder's rights and remedies provided
               herein or any other rights or remedies afforded by law.

17.  Nothing contained in this Debenture shall be construed as conferring upon
     the Holder the right to vote or to receive dividends or to consent or
     receive notice as a shareholder in respect of any meeting of shareholders
     or any rights whatsoever as a shareholder of the Company, unless and to the
     extent converted in accordance with the terms hereof.

18.  In no event shall the Holder be permitted to convert this Debenture for
     shares of Common Stock to the extent that (x) the number of shares of
     Common Stock beneficially owned by such Holder (other than shares of Common
     Stock issuable upon conversion of this Debenture) plus (y) the number of
     shares of Common Stock issuable upon conversion of this Debenture, would be
     equal to or exceed 9.9% of the number of shares of Common Stock then issued
     and outstanding, including shares issuable upon conversion of this
     Debenture held by such Holder after application of this Paragraph 16. As
     used herein, beneficial ownership shall be determined in accordance with
     Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
     rules and regulations thereunder. To the extent that the limitation
     contained in this Paragraph 16 applies, the determination of whether this
     Debenture is convertible (in relation to other securities owned by the
     Holder) and of which a portion of this Debenture is convertible shall be in
     the sole discretion of such Holder, and the submission of a Notice of
     Conversion shall be deemed to be such Holder's determination of whether
     this Debenture is convertible (in relation to other securities owned by
     such holder) and of which portion of this Debenture is convertible, in each
     case subject to such aggregate percentage limitation, and the Company shall
     have no obligation to verify or confirm the accuracy of such determination.
     Nothing contained herein shall be deemed to restrict the right of a holder
     to convert this Debenture into shares of Common Stock at such time as such
     conversion will not violate the provisions of this Paragraph 16. The
     provisions of this Paragraph 16 may be waived by the Holder of this
     Debenture upon, at the election of the Holder, not less than 75 days' prior
     notice to the Company, and the provisions of this Paragraph 16 shall
     continue to apply until such 75th day (or such later date as may be
     specified in such notice of waiver). No conversion of this Debenture in
     violation of this Paragraph 16 but otherwise in accordance with this
     Debenture shall affect the status of the Common Stock issued upon such
     conversion as validly issued, fully-paid and nonassessable. If instead of
     receiving cash on the Maturity Date the Holder instead exercises its right
     to convert this Debenture into Common Stock pursuant to Paragraph 3 by
     delivery of a Notice of Conversion prior to receipt of payment, and such
     conversion would cause the limit contained in the first sentence of this
     Paragraph 16 to be exceeded, such conversion of this Debenture shall occur
     up to such limit and the remaining unconverted portion of this Debenture
     shall be converted into Common Stock (1) in accordance with one or more
     Notices of Conversion delivered by the Holder or (2) 65 days after the
     Maturity Date, whichever is earlier. Notwithstanding anything contained
     herein to the contrary, no interest shall accrue after the Maturity Date on
     any such unconverted portion of this Debenture.



<PAGE>




     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.


Dated: July 30, 2002

                     Famous Fixins, Inc.



                     By:______________________________________
                        Name:
                        Title:

Attest:



-----------------------


<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

     The undersigned hereby irrevocably elects to convert $ ________________ of
the principal amount of the above Debenture No. ___ into Shares of Common Stock
of Famous Fixins, Inc. (the "Company") according to the conditions hereof, as of
the date written below.


Date of Conversion* ____________________________________________________________


Conversion Price * ____________________________________________________


Accrued Interest________________________________________________________________


Signature_____________________________________________________________________
                                                [Name]

Address:______________________________________________________________________

         -----------------------------------------------------------------------



*If such conversion represents the remaining principal balance of the Debenture,
the original Debenture must accompany this notice within three Trading Days.




<PAGE>
                                                                    EXHIBIT 10.3

                                    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:
<PAGE>


                                                                     EXHIBIT 99

                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Famous Fixins, Inc. (the "Company")
on Form 10-QSB for the quarter ending June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), S. Michael
Rudolph, the Director of the Company, and the Company's Acting Chief Executive
Officer and Acting Financial Officer, hereby certifies, pursuant to and for
purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Dated:  September 13, 2002

/s/ S. Michael Rudolph
--------------------------------------------
Director, and Acting Chief Executive Officer
and Acting Financial Officer