EXHIBIT 10.127

                           TRADEMARK LICENSE AGREEMENT

     This Agreement dated June _, 2002, the last date any party signed below,
("Effective Date") by and between Aris Industries, Inc. a New York Corporation,
located and doing business at 1411 Broadway, New York, New York 10018 ("Aris");
XOXO Clothing Company, Inc., a Delaware corporation, located and doing business
at 1411 Broadway, New York, New York 10018 ("XOXO") BP Clothing, Inc. ("BP") and
Europe Craft Imports, Inc., a New Jersey corporation, located and doing business
at 475 Fifth Avenue, New York, New York 10017 (hereinafter "ECI") (hereinafter
collectively "Licensor") on the one hand and Adamson Apparel, Inc., a Delaware
corporation (hereinafter "Licensee"), on the other.

     WHEREAS, XOXO is the owner of the trademark XOXO for women's and children's
clothing and shoes and is the owner of U.S. Registration No. 2,484,317 for the
mark XOXO IN AMERICA AND ABROAD & Design and U.S. Registration No. 2,043,508 for
the mark XOXO IN AMERICA AND ABROAD & Design (collectively hereinafter the
"Trademarks");

     WHEREAS, ECI owns the trademark MEMBERS ONLY for clothing and apparel and
is the owner of, inter alia, U.S. Registration Nos. 1,086,489; 1,256,728;
1,249,072; 1,412,098; 1,408,149; 2,178,733; and 2,193,994 for the mark MEMBERS
ONLY and U.S. Registration No. 2,159,622 for the mark MEMBERS ONLY & Design;

     WHEREAS, BP is the exclusive licensee of the trademark BABY PHAT for
clothing;

     WHEREAS, XOXO, BP and ECI are wholly owned subsidiaries of Aris;

     WHEREAS, Licensee is in the business of, among other things, distributing
and selling clothing;


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     WHEREAS, Licensee is desirous of obtaining an exclusive license to
manufacture, sell, distribute, sell and advertise clothing and apparel under the
trademarks XOXO, MEMBERS ONLY and BABY PHAT (hereinafter "Trademarks");

     NOW, THEREFORE, in consideration of the mutual promises and obligations of
the respective parties, it is hereby contracted, covenanted and agreed as
follows:

          1. Grant of License for the Licensed Products - Subject to the terms
     and conditions of this Agreement, Licensor hereby grants to Licensee an
     exclusive license to use the XOXO trademark and MEMBERS ONLY trademark to
     manufacture, market, promote, advertise and sell women's, men's children's
     clothing, jeanswear and sportwear and the BABY PHAT trademark to
     manufacture, market, promote, sell and advertise the goods permitted in the
     Baby Phat license agreement (hereinafter the "Licensed Products") in the
     United States, not including United States territories and possessions
     (hereinafter the "Territory") during the Term of this Agreement.

          2. Rights Not Granted - Licensee agrees and covenants that it will not
     use the Trademarks for any goods or services, except as expressly provided
     for in this Agreement.

          3. Rights Reserved By Licensor - Licensor retains all rights to
     manufacture, distribute, sell, advertise, promote and market any products,
     other than the Licensed Products, bearing the Trademarks. Licensor further
     retains all rights to establish, operate and maintain retail stores and
     outlet stores products bearing the Trademarks.


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          4. Ownership of Trademarks - Licensor represents and warrants that it
     is the sole owner of the Trademarks, free and clear of all liens, except
     that it is the licensee of the BABY PHAT trademark and does not own the
     BABY PHAT trademark and there is an existing lien of CIT Commercial Group
     Services, Inc. on the XOXO mark to secure a loan. Licensee agrees that all
     right, title and interest to all registrations, applications and common law
     rights to the Trademarks, except the BABY PHAT trademark, are the exclusive
     property of Licensor and that Licensee shall not challenge the validity of
     the marks or Licensor's ownership thereof.

          5. Best Efforts - Licensee shall use its best efforts to manufacture,
     market, sell, distribute and advertise the Licensed Products in order to
     meet the demand for the Licensed Products in the Territory. Licensee shall
     maintain an organization that is capable of effectively soliciting orders
     for the sales of the Licensed Products in the Territory and meet the demand
     for the Licensed Products in the Territory.

          6. Term - This Agreement shall become effective upon execution by the
     parties hereto and shall remain in force for a period of one (1) calendar
     years and three (3) months (hereinafter "First Term"). The First Term shall
     end on December 31, 2003. Thereafter, this Agreement may be automatically
     renewed for a further one (1) year term (hereinafter "Renewal Term"),
     unless Licensee notifies Licensor of its intention to terminate at least
     three (3) months before the expiration of the First Term or unless Licensor
     provides written notice of cancellation three (3) months prior to the end
     of the First Term.


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          7. Royalty Payments - In consideration of the license granted herein,
     Licensee agrees to pay Licensor in an amount equal to 6 percent (6%) of the
     Nets Sales of the Licensed Products. Net Sales shall mean Licensee's gross
     sales, as determined by the gross invoice amount billed to customers of the
     Licensed Products, less actual returns, freight and bona fide trade
     discounts actually granted by Licensee. Licensee shall provide Licensor
     with reasonable documentation evidencing any and all allowances,
     deductions, returns, or credits.

          8. Licensee's Statements - The Licensee shall furnish to Licensor with
     each within 30 days of the end of each quarterly period a statement (the
     "Statement"), setting forth (i) a complete description, including the total
     number, of Licensed Products manufactured by the Licensee during the
     relevant three month period covered by the Statement, and (ii) a complete
     description, including the total number, stock number, item, units sold,
     description, quantity shipped, customer, gross invoice, amount billed to
     customer, less discounts, allowances, returns, and reportable sales for
     each of the Licensed Products shipped or sold by the Licensee during the
     relevant three month period covered by the Statement. Licensee shall keep
     true, complete and accurate records and books of account showing all of its
     sales and shipments of Licensed Products.

          9. Annual Reports - For each calendar year during the term of this
     Agreement, Licensee shall submit to Licensor an annual statement for each
     calendar year within ninety (90) days period ending December 31 ("Annual
     Report"). The Annual Report shall detail and provide a cumulative account
     of all transactions of the Licensed Products, including, without
     limitation, all sales, all returns, all bona fide trade


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     discounts, the direct cost of the Licensed Products included in the Net
     Sales for the year and all royalties paid and payable, all Licensed
     Products returned as substandard, all orders cancelled for non-delivery and
     such other information as Licensor may, from time to time, reasonably
     request.

          10. Marking - As a condition to the grant of rights hereunder,
     Licensee agrees to mark the Licensed Products (including samples and
     designs) with the appropriate common law or statutory trademark or
     copyright notice, TM or (R) or (C), as is appropriate.

          11. Quality of Goods/Product Standards - The parties agree that
     Licensee is fully familiar with the quality standards of Licensor. Licensee
     agrees to meet Licensors quality standards for all Licensed Products.
     Licensor hereby appoints Licensee as its agents for inspection and
     maintaining the high quality standard whenever the Trademarks are used
     pursuant to this Agreement. In the event Licensee receives written notice
     from Licensor that the Licensed Products do not comply with Licensor's
     quality standards, Licensee shall cure such breach within twenty-one (21)
     days of receipt of such notice.

          12. Trademarks Copyrights and Patents - Licensor may seek, at its own
     expense, to obtain copyright, trademark or patent protection for the
     Licensed Products. It is agreed to by the parties that Licensor shall own
     all copyrights, trademarks, patents and designs and all modifications and
     improvements thereto made in the Licensed Products pursuant to the terms of
     this Agreement.

          13. Licensor's Rights. All use of the Trademarks by Licensee and in
     any variation thereof shall inure to the exclusive benefit of Licensor. All
     rights in the


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     Trademarks other than those specifically granted to Licensee hereunder are
     reserved to Licensor.

          14. Goodwill - Licensee acknowledges and agrees that all goodwill and
     publicity associated with the Trademarks, copyrights or designs of the
     Licensed Products shall belong exclusively to Licensor.

          15. Termination - Licensor may terminate this agreement on thirty (30)
     days notice if Licensee fails to sell Licensed Products for a period of
     more than sixty (60) days. Either party may terminate this agreement on
     thirty (30) days notice for a material breach default or failure to
     perform. If, within the thirty (30) days the breach, default or failure to
     perform is not cured, this Agreement may be terminated.

          16. Infringement - Licensee agrees that if during the Term of this
     Agreement any Trademarks shall in the opinion of Licensee be infringed or
     used without authorization by any other person, firm, corporation or other
     entity, Licensor shall have the sole and exclusive right, but not the
     obligation, to take any and all steps in its name, or in the name of the
     Licensee or in their joint names, as Licensor (in its sole discretion) may
     deem advisable, including, without limitation, the institution of any
     action or proceeding to seek damages for and/or to enjoin such infringement
     or unauthorized use, and to prosecute, settle, compromise or otherwise
     dispose of the same.

          17. No Agency - Nothing in this Agreement shall constitute the parties
     hereto as principal and agent, partners or joint venturers for any purpose
     and Licensee shall have no power or authority to bind Licensor or to incur
     any obligations on Licensor's behalf.


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          18. Entire Agreement - This Agreement, together with the exhibits
     hereto, sets forth the entire understanding of the parties with respect to
     its subject matter and merges and supersedes all prior understandings of
     the parties hereto with respect to its subject matter.

          19. Successors and Assigns - This Agreement shall be binding on,
     enforceable against and inure to the benefit of the parties hereto and
     their respective successors and permitted assigns, and nothing herein is
     intended to confer any right, remedy or benefit upon any other person.
     Neither party may assign its rights or delegate its obligations under this
     Agreement without the express written consent of the other party.

          20. Governing Law; Jurisdiction - This Agreement shall in all respects
     be governed by and construed in accordance with the laws of the State of
     New York applicable to agreements made and to be performed wholly within
     such jurisdiction. Each of the parties hereto expressly and irrevocably
     submits to the non-exclusive personal jurisdiction of the United States
     District Court, Southern District of New York and to the jurisdiction of
     any other competent court of the State of New York located in New York City
     in connection with all disputes arising out of or in connection with this
     Agreement or the transactions contemplated herein and agrees not to
     commence any litigation relating thereto, except in such courts.

          21. Savings Clause - If any provision of this Agreement is held to be
     invalid or unenforceable by any court or tribunal of competent
     jurisdiction, the remainder of this Agreement shall not be affected
     thereby, and such provision shall be carried out as


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     nearly as possible according to its original terms and intent to eliminate
     such invalidity or unenforceability.

          22. Counterparts - This Agreement may be executed in multiple
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument.

          23. Construction - Headings contained in this Agreement are for
     convenience only and shall not be used in the interpretation of this
     Agreement. References herein to the Agreement shall be deemed to include
     all Exhibits hereto. As used herein, the singular includes the plural, and
     the masculine, feminine and neuter gender each includes the others where
     the context so indicates.

          24. Confidentiality - The parties, their respective subsidiaries,
     affiliates, employees, shareholders, officers, attorneys, successors and
     assigns, agree to maintain the terms of this Agreement on a confidential
     basis. The terms of the Agreement may only be disclosed as required to
     enforce this Agreement or in response to legal process or court order on
     notice to the other party and, to the extent permitted, subject to a
     protective order that maintains confidentiality.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                 Aris Industries, Inc.:

                                     By:
                                             -----------------------------------
                                             Arnold H. Simon

                                     Title:  Chief Executive Officer
                                             -----------------------------------

                                     Date:
                                             -----------------------------------


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                                 XOXO Clothing Company:

                                     By:
                                             -----------------------------------
                                             Arnold H. Simon

                                     Title:  Chief Executive Officer
                                             -----------------------------------

                                     Date:
                                             -----------------------------------

                                 European Craft Imports, Inc.

                                     By:
                                             -----------------------------------
                                             Arnold H. Simon

                                     Title:
                                             -----------------------------------

                                     Date:
                                             -----------------------------------


                                 BP Clothing, Inc.

                                     By:
                                             -----------------------------------
                                             Arnold H. Simon

                                     Title:
                                             -----------------------------------

                                     Date:
                                             -----------------------------------


                                 Adamson Apparel, Inc.

                                     By:
                                             -----------------------------------


                                     Title:
                                             -----------------------------------

                                     Date:
                                             -----------------------------------



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