Unassociated Document


    
       

      EXHIBIT
        10.1

    

     

    
      LICENSE
        AND SUPPLY AGREEMENT

      BY
        AND BETWEEN

       

      AKKURATE
        LTD.,
        with
        offices in Unit 1, 9 Park Hill, London SW4 9NS, United Kingdom, acting through
        its Directors, Mr. John Christopher Richmond and Mr. Saverio Moschillo, VAT
        No.
        GB788053886 (“Akkurate”)

       

      AND

       

      FALBER
        CONFEZIONI S.R.L.,
        with
        offices in 47100 - Forlì (Italy), Via Gramadora nos. 12-14, acting through its
        President, Mr. Saverio Moschillo, VAT No. 01498280401 (“Falber”)

       

      AND

       

      CPMM
        (Asia) Limited,
        with
        offices in Unit A, 10th
        Floor,
        Wo Kee Hong Building, 585-609 Castle Peak Road, Kwai Chung, New Territories,
        Hong Kong (China), acting through its Director and duly empowered and authorized
        signatory, Mr. Richard Man Fai LEE (“CPMM”)

       

      WHEREAS

       

      A)
        Akkurate
        has title to the distinctive signs “John
        Richmond”,
        “Richmond”,
        “Richmond
        X”
and
        “Richmond
        Denim” in
        their
        various denominations sand specifications (the “Signs”),
        as
        evidenced by the logos attached hereto as Schedule “A”,
        to be
        also used as signboard and/or as elements identifying and qualifying a retail
        point of sale. 

       

      B)
        Akkurate
        and Falber have entered into an agreement under which the latter shall
        manufacture, market and sell products solely and exclusively developed by
        Akkurate and identified by the Signs, and in particular the products listed
        in
        Schedule “B”
        attached hereto (the “Products”).

       

      C)
        Akkurate
        has already entered into and it is negotiating agreements with companies
        other
        than Falber (the “Third
        Companies”),
        on
        the basis of which agreements the Third Companies shall manufacture, market
        and
        sell articles identified by the Signs other than the Products, and in particular
        the articles listed in Schedule “C”
        attached hereto (the “Articles”).

       

      D)
        On March 9, 2007 Falber has entered into an agreement with China
        Premium Lifestyle Enterprise, Inc. (“CPL”), a company belonging
        to the same group of companies as CPMM, under which CPL shall have an exclusive
        right to import, sell and distribute man’s and woman’s apparel identified by the
        trademarks “John Richmond”, “Richmond X” and “Richmond Denim” (the “First
        Agreement”) in the Exclusivity Area for ten (10) seasons starting from the
        Spring/Summer 2008: all the foregoing as better set forth and under the terms
        and conditions provided for in the First Agreement, which is hereby integrally
        referred to, including its definitions. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      E)
        Akkurate
        has expressed its intention to open points of sale identified by the Signs
        in
        Italy and abroad where only the Products and the Articles shall be retailed,
        with the express exclusion of any products and articles other than the Products
        and the Articles: the foregoing by means of license and supply
        agreements.

       

      F)
        A
        uniform point-of-sale design module has been identified and implemented,
        which
        shall be utilized for the structuring, layout and interior decoration of
        the
        points of sale referred to in recital E) above.

       

      G)
        Akkurate
        has already communicated CPMM information and data concerning, among other
        things: Akkurate’s company details and financial data, the Signs, the
“John
        Richmond”
and
        the
“Richmond”
points
        of sale operating in Italy and worldwide (if any), litigation between Akkurate
        and its sublicensees related to the “John
        Richmond”
and
        the
“Richmond”
points
        of sale operating in Italy and worldwide during the last three (3) years
        (if
        any), and all other information requested by the law.

       

      H)
        Also
        on
        the basis of the information received from Akkurate referred to in recital
        G)
        above, CPMM has asked Akkurate for the right to use the Signs solely to identify
        some points of sale to be opened and managed by CPMM in China, Hong Kong,
        Macau
        and Taiwan, in order to retail solely the Products and the Articles (the
        “Points
        of Sale”):
        each
        one of the Points of Sale shall be set up strictly in accordance with the
        uniform design module referred to in recital F) above.

       

      I)
        CPMM
        represents that a lease contract in its name is currently / shall be timely
        in
        force for the premises in which each one of the Points of Sale shall be located,
        and CPMM undertakes to keep such lease contracts in force for the whole term
        hereof, save for what is provided for in art. 16.3 hereof; CPMM further
        represents that it has obtained / it shall timely obtain the required
        authorizations and/or licenses for the retail of the Products and of the
        Articles in each one of the Points of Sale.

       

      J)
        Akkurate
        has declared its willingness to grant CPMM the right to open the Points of
        Sale
        identified by the Signs, on the conditions hereinafter specified.

       

      K)
        Akkurate
        and Falber have selected CPMM because they have relied on CPMM’s current
        shareholding structure and management.

       

      Now,
        therefore,

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      THE
        PARTIES COVENANT AND AGREE AS FOLLOWS

       

      Art.
        1 - Recital
        clauses and Schedules.

       

      The
        recital clauses and the Schedules of this Agreement are
        an
        integral part hereof, because they are in the nature of covenants.

       

      Art.
        2 - Scope
        of the Agreement.

       

      By
        means
        of its signature to this Agreement, Akkurate hereby:

       

      	a)  	
              grants
                CPMM the right to use the Signs solely in order to identify the Points
                of
                Sale, provided that CPMM shall use the Signs strictly in accordance
                with
                all the provisions of this Agreement, in particular but without limitation
                with reference to the provisions regarding signboard, architectural
                design, layout and interior decoration of the Points of
                Sale;

            


      	 	 


      	b)  	
              authorizes
                CPMM to retail in the Points of Sale solely the Products and the
                Articles
                identified by the Signs, as they are currently and shall be in the
                future
                developed by Akkurate, and as they are manufactured and marketed
                by Falber
                and by the Third Companies.

            


       

      Art.
        3 - Points
        of Sale.

       

      3.1.
        Akkurate,
        Falber and CPMM hereby agree that CPMM shall, and CPMM hereby undertakes
        to,
        open and manage solely in China, Hong Kong, Macau and Taiwan, for the whole
        term
        of this Agreement:

       

      	a)  	
              one
                (1) Point of Sale which i)
                shall be characterized by the Signs, and in particular by the
                [“John
                Richmond”
/
                “Richmond”]
                sign, ii)
                shall be located in Hong Kong in the “Harbour City” Department Store,
                iii)
                shall have a surface of eighty-one (81) square meters, iv)
                shall be set up strictly in accordance with the concept set forth
                in
                recital F) and art. 7, v)
                shall be opened to the public within the essential deadline of March
                1,
                2008 (the “First
                Point of Sale”);
                

            


      	 	 


      	b)  	
              at
                least another twelve (12) Points of Sale which i)
                shall
                be characterized by the Signs (as better set forth in Schedule
                “3.1”
                attached hereto), ii)
                shall be located in the cities indicated in Schedule “3.1”
                attached hereto, iii)
                shall have a surface of no less than one hundred and twenty (120)
                square
                meters, as regards the shops-in-shop and the boutiques, and of no
                less
                than forty (40) square meters, as regards the corners,
                iv)
                shall be set up strictly in accordance with the concept set forth
                in
                recital F) and art. 7, v)
                shall be opened to the public in the seasons provided for in Schedule
                “3.1”
                attached hereto (the “Further
                Points of Sales”);
                the parties hereby further agree that it is of the essence that CPMM
                open
                in each one of the seasons governed by this Agreement at least the
                number
                of Points of Sale provided for in Schedule “3.1”
                for each relative season, and that all the Points of Sale provided
                for in
                Schedule “3.1”
                are opened during the term of this Agreement: however, CPMM shall
                be
                allowed to modify the order of the openings as provided for in Schedule
                “3.1”.

            


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3.2.
        The
        parties hereby agree that the location of each one of the Further Points
        of Sale
        to be opened by CPMM shall be subject to Akkurate’s express and written
        approval, which CPMM shall timely ask for - also by submitting Akkurate the
        relative plans and all the information requested by Akkurate from time to
        time -
        and which Akkurate shall give or reasonably deny on the basis: i)
        of the
        position of the proposed location within the relative department store and/or
        road and/or street, ii)
        of the
        neighboring shops and their trademarks, iii)
        of
        the
        proposed square meters, and iv)
        of the
        proposed date of opening; all the foregoing in order to protect the prestige
        and
        image of the Signs.

       

      Akkurate
        and Falber shall make their best efforts to reply to CPMM within ten (10)
        days
        from receipt of CPMM’s written proposal, it being however understood that
        Akkurate and Falber shall be totally free to accept or reject any of CPMM’s
        proposals.

       

      3.3.
        CPMM
        hereby expressly recognizes and agrees that it is of the essence that it
        opens
        in each one of the seasons governed by this Agreement the number of Points
        of
        Sale provided for in Schedule “3.1”
        attached hereto for each relative season: (i)
        in case
        of failure by CPMM to open in either the Spring/Summer 2008 and/or the
        Fall/Winter 2008/2009 season at least the number of Points of Sale provided
        for
        in Schedule “3.1”,
        Akkurate and Falber shall be entitled to terminate this Agreement in compliance
        with the provisions of art. 1456 of the Italian Civil Code, by sending the
        other
        party a registered letter with return receipt, and (ii)
        in case
        of failure by CPMM to open in each season starting from the Spring/Summer
        2009
        season at least the number of Points of Sale provided for in Schedule
“3.1”
for
        each relative season for a period in excess of six (6) months, without prejudice
        to the provisions of art. 3.1 CPMM hereby expressly and irrevocably undertakes
        since now to pay Akkurate as liquidated damages-penalty, within five (5)
        days
        after demand, the amount of Euro one hundred thousand/00 (€ 100,000.00) for each
        one of the Points of Sale, which CPMM should fail to timely open: the foregoing
        without prejudice a)
        to
        Akkurate’s right to claim for additional damages, and b)
        to
        Akkurate’s and Falber’s right to terminate this Agreement. CPMM hereby expressly
        accepts such liquidated damages-penalty as fair, in light of Akkurate’s interest
        in the timely opening of each one of the Points of Sale.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      3.4.
        CPMM
        represents that it has already obtained / it shall timely obtain the required
        authorizations and/or licenses for the retail of the Products and of the
        Articles in each one of the Points of Sale.

       

      Art.
        4 - Exclusivity
        right.

       

      4.1.
        CPMM
        shall have the exclusivity right to sell the Products (for the avoidance
        of any
        doubts, not the Articles) solely in China, Hong Kong, Macau and Taiwan (the
        “Exclusivity
        Area”).

       

      CPMM
        expressly recognizes, and for all purposes agrees, that its exclusivity right
        provided for above regards solely the ten (10) seasonal collections governed
        by
        this Agreement, i.e.
        the
        Spring/Summer 2008, Fall/Winter 2008/2009, Spring/Summer 2009, Fall/Winter
        2009/2010, Spring/Summer 2010, Fall/Winter 2010/2011, Spring/Summer 2011,
        Fall/Winter 2011/2012, Spring/Summer 2012, Fall/Winter 2012/2013 seasonal
        collections: therefore, CPMM in any case shall have no exclusivity right
        whatsoever as regards all the seasonal collections subsequent to the last
        seasonal collection governed by this Agreement, i.e.
        as
        regards the seasonal collections starting from the Spring/Summer 2013
        collection. In light of the above, CPMM since now expressly and irrevocably
        waives any and all of its claims / objections, in case Akkurate, Falber,
        the
        Third Companies and/or other entities, at any time and also before the expiry
        or
        termination of this Agreement, should carry out, either inside or outside
        the
        Exclusivity Area, any activities howsoever connected to the sale, retail,
        distribution, marketing, promotion, advertising of the Products and relating
        to
        seasonal collections other than the ten (10) seasonal collections governed
        by
        this Agreement, as listed above.

       

      4.2.
        In case
        of early expiry or termination, for whatever cause, of this Agreement, CPMM’s
        exclusivity right provided for in art. 4.1 shall be limited to the seasonal
        collections up to the date of such early expiry or termination: as a
        consequence, the provisions of art. 4.1 shall apply with the necessary
        adjustments (mutatis
        mutandis).

       

      4.3.
        For the
        avoidance of any doubts, CPMM expressly recognizes and accepts that it shall
        have no exclusivity rights whatsoever outside the Exclusivity Area.

       

      Art.
        5 - Signboard.

       

      5.1.
        Each one
        of the Points of Sale shall be identified by the signboard featuring the
        Signs,
        and in particular the signs indicated in art. 3.1 and in Schedule “3.1”,
        in
        accordance with the specifications that Akkurate shall communicate to CPMM.
        CPMM
        shall not affix and/or exhibit - neither inside nor outside each one of the
        Points of Sale - other names and/or signs and/or specifications whatsoever,
        unless specifically and expressly authorized in writing by
        Akkurate.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.2.
        CPMM
        shall not affix and/or exhibit the signboard featuring the Signs prior to
        obtaining the authorizations required under the law. Such authorizations,
        whenever required, shall be requested and renewed by and at the expenses
        of
        CPMM.

       

      Art.
        6 - Management
        of the Points of Sale.

       

      6.1.
        Without
        prejudice to what is provided for in art. 21 hereof, each one of the Points
        of
        Sale shall be opened by CPMM and shall be organized and managed by CPMM at
        its
        exclusive expenses. Each one of the Points of Sale shall be attended to by
        personnel in such number and with such skills as provided for in the list
        attached hereto as Schedule “6.1”,
        in
        order to ensure efficient service to customers and to maintain the international
        repute of the Signs. Any costs, charges and related benefits and welfare
        treatments concerning the employees / personnel hired and however utilized
        by
        CPMM shall be exclusively paid for by CPMM.

       

      6.2.
        On
        request of Akkurate, attendants at each one of the Points of Sale shall wear,
        while on service, the uniform styled by Akkurate and to be purchased from
        Falber.

       

      6.3.
        Under
        this Agreement, Akkurate and/or Falber and/or the Third Companies shall in
        no
        way be liable for the organization and management of any of the Points of
        Sale,
        nor shall this Agreement give rise to any subordinate labor relationship
        or any
        agency, supply, partnership, shareholding or other relationship between Akkurate
        and/or Falber and/or the Third Companies, on the one part, and CPMM, on the
        other part: as a consequence, neither Akkurate nor Falber nor the Third
        Companies shall be liable to third parties now or hereafter employed by CPMM
        to
        manage any of the Points of Sale.

       

      6.4.
        CPMM
        shall hold Akkurate, Falber and the third Companies harmless from, and
        indemnified against, any losses, liability and expenses (including legal
        costs
        and fees) and any damages suffered by them, whether collectively or
        individually, or any damages to be paid by them as a result of the opening
        and/or management of any of the Points of Sale, or of the use of the Signs
        by
        CPMM, or otherwise in relation to this Agreement: the foregoing also with
        reference to any possible sublicensee(s) of CPMM, as provided for in art.
        21 of
        this Agreement. The provision of this paragraph and CPMM’s obligations deriving
        therefrom shall survive expiry or termination of this Agreement.

       

      6.5.
        CPMM
        shall execute a)
        an
        insurance policy covering civil liabilities toward any third parties (CPMM’s
        employees, customers, delivery personnel, every person entering the premises
        of
        any of the Points of Sale for whatever purpose), and b)
        a fire
        insurance policy covering each one of the Points of Sale; all insurance policies
        shall remain in full force and effect for the whole term of this
        Agreement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Art.
        7 - Design
        and decoration.

       

      7.1.
        Architectural
        design, layout and interior decoration of each one of the Points of Sale
        and any
        subsequent substantial change in existing architectural or decoration features
        shall be subject to Akkurate’s prior express and written approval, and shall be
        entrusted solely to the architects and contractors that Akkurate shall timely
        communicate to CPMM, which CPMM under its sole responsibility and liability
        shall enter into specific agreements with: any and all fees and expenses
        howsoever related to architectural design, layout and interior decoration
        of
        each one of the Points of Sale, as well as to possible subsequent substantial
        changes of the same, shall be exclusively paid for by CPMM. At least one
        hundred
        and twenty (120) days before the scheduled opening date of each one of the
        Points of Sale, as indicated in art. 3 and in Schedule “3.1”,
        CPMM
        shall send Akkurate, for its express and written approval, the plans and
        the
        sections of the relative Point of Sale.

       

      7.2
        CPMM
        shall take prompt actions to always keep each one of the Points of Sale in
        good
        conditions and in line with the Signs’ image: the foregoing also in accordance
        with Akkurate’s possible requests.

       

      7.3.
        CPMM
        shall not alter or change any of the Points of Sale’s location, surface,
        shop-windows or layout without Akkurate’s express and written
        authorization.

       

      Art.
        8 - Term.

       

      This
        Agreement shall become effective upon execution hereof and starting from
        the
        Spring/Summer 2008 season; this Agreement shall continue in full force and
        effect for ten (10) seasons only, up to the Fall/Winter 2012/2013 season’s
        collection: this Agreement shall therefore cover solely the parties’ activities
        relating to the Spring/Summer 2008, Fall/Winter 2008/2009, Spring/Summer
        2009,
        Fall/Winter 2009/2010, Spring/Summer 2010, Fall/Winter 2010/2011, Spring/Summer
        2011, Fall/Winter 2011/2012, Spring/Summer 2012, Fall/Winter 2012/2013 seasons.
        As a consequence, this Agreement shall terminate approximately on January
        31,
        2013.

       

      It
        is
        expressly provided that this Agreement shall not be automatically renewed;
        however, the parties shall meet at least one (1) year before the aforementioned
        date, in order to consider the possibility of executing a new
        contract.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Art.
        9 - No
        changes in CPMM and in CPMM’s business.

       

      9.1.
        Concurrently with the execution of this Agreement, CPMM delivers Akkurate
        and
        Falber a copy of i)
        its
        Articles of Association and Bylaws, and ii)
        its
        Shareholders’ register; CPMM furthermore undertakes to deliver Akkurate and
        Falber a copy of its annual accounts / balance sheet relating to all the
        years
        covered by this Agreement within thirty (30) days after their
        publication.

       

      9.2.
        This
        Agreement is of a personal nature, being entered into in reliance upon and
        in
        light of the personal skills, qualifications and representations of CPMM,
        as
        well as in light of the trust and confidence placed in CPMM, its current
        shareholders - as evidenced in the documentation attached hereto as Schedule
        “9.2”
-
        and
        its current managing body who shall actively and substantially participate
        in
        the ownership and operation of each one of the Points of Sale. Therefore,
        CPMM
        shall cause that none of CPMM’s rights and powers under this Agreement be
        assigned, transferred, shared or divided - voluntarily or involuntarily,
        by
        operation of law or otherwise, in any manner (including without limitation
        by
        means of transfer of shares, merger, de-merger, transfer of business / going
        concern, etc.) - without Akkurate’s and Falber’s prior express and written
        consent: all the foregoing without prejudice to the provisions of art. 22.
        CPMM
        shall furthermore promptly inform Akkurate and Falber of any modifications
        that
        should occur in CPMM’s managing body.

       

      Art.
        10 - Relationship
        between CPMM and Akkurate.

       

      10.1.
        CPMM
        shall sell the Products and the Articles solely in the Points of Sale. CPMM
        shall make every effort to promote and develop the sale of the Products and
        of
        the Articles and to protect the image of the Signs. CPMM shall refrain from
        carrying out any activities in any of the Points of Sale, which may howsoever
        adversely affect the Signs. CPMM shall in particular, but without limitation,
        refrain from selling in any of the Points of Sale any products and/or articles
        other than the Products and the Articles identified by the Signs.

       

      10.2.
        CPMM
        shall strictly and timely comply with Akkurate’s and/or Falber’s and/or the
        Third Companies’ instructions in regard to promotion, advertising and
        distribution of the Products and of the Articles. CPMM further undertakes
        to use
        in each one of the Points of Sale solely personalized “John
        Richmond”
and
        “Richmond”
        materials (including, without limitation: pens, bags, gift paper, ribbons,
        tassels, merchandising goods, paperboard materials, etc.), which - at Akkurate
        and Falber’s sole discretion - shall be either (i)
        purchased by CPMM only from the suppliers that shall be communicated by Akkurate
        to CPMM from time to time, or (ii)
        ordered
        by CPMM from third party manufacturers, provided that (a) said third parties
        manufacturers shall strictly comply with Akkurate’s and Falber’s specific
        instructions and that (b) Akkurate and Falber shall have previously approved
        said third party manufacturers as well as the quality of the personalized
        materials manufactured by them: Akkurate and Falber shall not unreasonably
        deny
        and/or delay the above said approvals. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      10.3.
        CPMM
        shall not use the Signs, either directly or indirectly, for any use other
        than
        those specifically provided for in this Agreement.

       

      10.4.
        For
        the
        whole term hereof,
        CPMM shall not engage, either directly or indirectly, in the setting up and/or
        management of points of sale in the Exclusivity Area for the retail of apparel
        and/or accessories other than the Points of Sale, if such points of sale
        should
        sell products and/or articles which directly compete with the Products and/or
        with the Articles.

       

      10.5.
        Akkurate
        warrants and represents, and CPMM hereby acknowledges, that it has exclusive
        title to the names/signs “John
        Richmond”,
        “Richmond”,
        “Richmond
        X”
and
        “Richmond
        Denim” 
        featured
        by the Signs, either in the nature of griffe or trademark, trade name, corporate
        name and signboard, and has legal capacity to sue for the protection of the
        relevant rights.

       

      CPMM
        furthermore acknowledges that the Signs may only be used, in whatever manner
        or
        form, either as trade name, trademark or signboard, only subject to the express
        and written consent of Akkurate and in accordance with its
        indications.

      Therefore,
        CPMM shall:

       

      
        	
                a)

              	
                abstain
                  from adopting or using the Signs, or a part thereof, in its trade
                  name or
                  corporate name, or in any other manner whatsoever save as expressly
                  provided for in this Agreement;

              


        	 	 


      

      
        	
                b)

              	
                abstain
                  from registering and/or using, either directly or indirectly, any
                  other
                  names and/or trademarks which are identical to, similar to or liable
                  to be
                  confused with the Signs, or a part
                  thereof;

              


        	 	 


      

      
        	
                c)

              	
                immediately
                  cease, upon expiry or termination of this Agreement for whatever
                  cause,
                  any use of the Signs in whatever form, except as provided for in
                  art. 17.2
                  hereof.

              


      

       

      10.6.
        As
        consideration for the right to use the Signs on the basis of this Agreement,
        as
        well as for the services of general supervision of the relationships with
        Falber
        and with the Third Companies and of image control furnished by Akkurate,
        CPMM
        shall pay Akkurate, in each season, an amount equal to (i)
        one
        point fifty percent (1.50%), as regards the Spring/Summer 2008 and the
        Fall/Winter 2008/2009 seasons, (ii)
        one
        point twenty-five of percent (1.25%), as regards the Spring/Summer 2009 and
        the
        Fall/Winter 2009/2010 seasons, (iii)
        one
        percent (1%), as regards the Spring/Summer 2010 and the Fall/Winter 2010/2011
        seasons and (iv)
        zero
        point seventy-five percent (0.75%), as regards each subsequent season starting
        from the Spring/Summer 2011 onwards, of the greater between the taxable amount
        relating to the total purchases of the Products and of the Articles of each
        season, and the minimum guaranteed amounts of purchase provided for in art.
        12
        for the same season. Such amount shall be paid in one single installment,
        within
        January 31 as regards each Fall/Winter season (for instance, within January
        31,
        2009, as regards the Fall/Winter 2008/2009 season) and within July 31 as
        regards
        each Spring/Summer season (for instance, within July 31, 2008, as regards
        the
        Spring/Summer 2008 season).

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      10.7.
        In each
        season CPMM shall invest in advertising campaigns related to the Products
        and to
        the Articles a further amount, which shall be equal to (i)
        four
        percent (4%) from the Spring/Summer 2008 up to the Fall/Winter 2009/2010
        seasons, and to (ii)
        eight
        percent (8%) starting from the Spring/Summer 2010 season onwards of the greater
        between the taxable amount relating to the total purchases of the Products
        and
        of the Articles of each season, and the minimum guaranteed amounts of purchase
        provided for in art. 12 for the same season. The advertising campaigns referred
        to above shall be discussed and agreed upon between Akkurate and CPMM in
        advance, also as regards their creative contents, on the basis of a specific
        advertising plan to be submitted by CPMM to Akkurate within the end of March,
        as
        regards each Fall/Winter season, and within the end of September, as regards
        each Spring/Summer season: within thirty (30) days after the receipt of the
        advertising plan, Akkurate shall communicate CPMM its approval or nonapproval
        of
        the above mentioned plan; in case of nonapproval, Akkurate and CPMM shall
        agree
        in good faith and in the shortest possible time on the advertising plan for
        the
        relevant season. At the end of each sale season, and thus within March 15,
        as
        regards each Fall/Winter season, and within September 15, as regards each
        Spring/Summer season, CPMM shall supply Akkurate with adequate evidence,
        through
        supporting documents, that the investments provided for by the advertising
        plan
        have been duly made.

       

      10.8.
        In
        addition to what is provided for in art. 10.7 above, CPMM shall invest no
        less
        than Euro ten thousand/00 (€ 10,000.00) for consumer advertising and promotional
        activities connected to the opening of each one of the Points of Sale; to
        this
        end, at least sixty (60) days before the opening of each one of the Points
        of
        Sale, CPMM shall submit Akkurate, for the prior express and written approval
        of
        the latter, a specific promotion and advertising plan for the opening of
        the
        relative Points of Sale. Within thirty (30) days after receipt of the promotion
        and advertising plan, Akkurate shall communicate CPMM its approval or
        nonapproval of the above mentioned plan; in case of nonapproval, Akkurate
        and
        CPMM shall agree in good faith and in the shortest possible time on the
        promotional and advertising plan for the opening of each one of the Points
        of
        Sale.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Art.
        11 - Relationship
        between CPMM, on one part, and Akkurate, Falber and the Third Companies,
        on the
        other.

       

      11.1.
        All
        contracts relating to the purchase of Products shall be executed solely between
        CPMM, on the one part, and Falber, on the other part, in accordance with
        the
        terms of sale and payment conditions provided for in the First
        Agreement.

       

      All
        contracts relating to the purchase of Articles shall be executed solely between
        CPMM, on the one part, and the Third Companies, on the other part, in accordance
        with the terms of sale and payment conditions to be agreed between CPMM and
        the
        Third Companies.

       

      11.2.
        CPMM
        hereby expressly undertakes to adopt such a consumer pricing policy as shall
        be
        suggested by Falber and by the Third Companies on the basis of market surveys
        in
        order to rationalize the terms of sale and to ensure, to any possible extent,
        consistency of image, including commercial image, among the “John
        Richmond”
and
        the
“Richmond”
points
        of sale during the term hereof: in light of the above, CPMM shall in particular
        comply, for the whole term of this Agreement, with the suggested terms and
        price-lists indicated by Falber and by the Third Companies from time to
        time.

       

      11.3.
        CPMM
        shall not proceed to clearance sales without Akkurate’s and Falber’s express and
        written authorization: to this end, at least thirty (30) days before the
        beginning of the clearance sales CPMM shall ask for Akkurate’s and Falber’s
        authorization, specifying and justifying the chosen timing for the clearance
        sales, as well as the modalities, the mark-down, etc., that CPMM intends
        to
        apply; Akkurate and Falber shall reply to CPMM’s request within fifteen (15)
        days after the receipt of CPMM’s request.

       

      In
        any
        case, as regards clearance sales CPMM shall strictly comply with the timing,
        the
        modalities, the mark-down, etc. provided for by the applicable laws or
        regulations and/or applied by the major competitors.

       

      11.4.
        CPMM
        shall forthwith remove from each one of the Points of Sale any Products and
        Articles left after the clearance sales of each season.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      11.5.
        Akkurate
        shall not be liable to CPMM, nor is it giving CPMM any guarantee whatsoever,
        in
        regard to the performance by Falber and by the Third Companies under the
        contracts executed with CPMM.

       

      11.6.
        Akkurate
        shall not be liable to CPMM, nor is it giving CPMM any guarantee whatsoever,
        in
        regard to claims, actions or damages made or claimed by the purchasers of
        the
        Products and of the Articles.

       

      11.7 Akkurate
        warrants and represents that it is the owner of the Signs, and that the Signs
        are free from any claims by third party that would interfere with the rights
        granted to CPMM under this Agreement. It also warrants that the ownership
        of the
        Signs shall be valid in the Exclusivity Area during the term of this Agreement,
        and shall keep CPMM fully indemnified against and from all claims or suits
        arising out of the lawful and proper use by CPMM of the Signs and/or the
        sale by
        CPMM of the Products and the Articles in accordance with the provisions of
        this
        Agreement.

       

      11.8 Akkurate
        hereby declares that it will make its best efforts in order to keep in force
        and
        effect the agreements it entered into with Falber and the Third Party Companies
        in relation to, respectively, the Products and the Articles; in any case,
        Akkurate hereby guarantees since now that, in the event Akkurate should
        substitute one or more of its licensees with new ones, the rights and
        obligations of CPMM under this Agreement shall not be in any case suspended
        and/or prejudiced. 

       

      Art.
        12 - Minimum
        guaranteed amounts of purchase.

       

      CPMM
        hereby undertakes to purchase in each season Products and Articles for amounts
        not lower than the amounts provided for in the “Minimum
        Guaranteed Amounts of Purchase”
        attached hereto as Schedule “12”,
        save
        for the possible downward adjustment provided for in art. 4 of the First
        Agreement: CPMM expressly recognizes that its obligations concerning the
        minimum
        guaranteed amounts of purchase are of the essence.

       

      Art.
        13 - Liability.

       

      CPMM
        shall be directly and exclusively liable to any third parties for any breaches
        of the law of a civil, criminal, administrative or fiscal nature committed
        in
        the course of its activity.

       

      Art.
        14 - Information
        on purchases, sales and stocks of the Point of Sale.

       

      14.1.
        In
        order
        to supply Akkurate and Falber with updates on purchases, sales and stocks
        of
        each one of the Points of Sale, CPMM shall deliver to Akkurate and to Falber
        in
        each month in relation to each one of the Points of Sale, within the thirtieth
        (30th)
        day of
        the following month, a report evidencing the purchases, the sales and the
        stock
        of Products and Articles of the relative month, with the indication of both
        quantities and values as well as the relative product categories.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      14.2.
        At
        any
        time during the term of this Agreement Akkurate and Falber shall have the
        right
        to request CPMM, which hereby accepts since now subject to its security
        approvals, to integrate in each one of the Points of Sale and for the entire
        term of this Agreement, its informatics system for the management of points
        of
        sales with the one that Akkurate will communicate to CPMM: the costs of such
        an
        integration of the informatics system, both connected to the hardware
        (installation, maintenance and possible licenses) and to the software
        (installation, purchase, upgrading and related possible licenses), shall
        be
        entirely borne by CPMM.

       

      14.3.
        CPMM
        undertakes, in any case, to permit Akkurate and Falber and/or professionals
        or
        auditing firms appointed by them, by giving prior notice to CPMM, to check,
        to
        the greatest possible extent and including by means of inspection visits,
        the
        purchases, the sales and in general the bookkeeping of each one of the Points
        of
        Sale.

       

      Art.
        15 - Coordination
        powers of Akkurate.

       

      Akkurate
        shall supervise the relationships with Falber and with the Third Companies
        for
        the supply of the Products and of the Articles to CPMM during the term of
        this
        Agreement. CPMM declares to be aware of, and to acknowledge, that Akkurate
        is
        the party guaranteeing the existence and lawfulness of the Signs, the lawful
        continuation both of the relationship provided for in this Agreement and
        of the
        relationships with Falber and with the Third Companies for the supply of
        the
        Products and of the Articles, as well as the quality and image of such Products
        and Articles: as a consequence, as far as the matters covered by this Agreement
        are concerned, CPMM hereby undertakes for the whole term hereof to deal only
        with Akkurate, since Akkurate is the sole appropriate subject legally entitled
        to authorize, approve and coordinate the activities of Falber and of the
        Third
        Companies. The foregoing notwithstanding, CPMM however hereby expressly
        recognizes, and for all purposes agrees, that Falber and the Third Companies
        shall be the sole and only parties responsible for the duly fulfillment of
        the
        contracts entered into between Falber and the Third Companies, on the one
        part,
        and CPMM, on the other part.

       

      Art.
        16 - Specific
        obligations of CPMM.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      16.1.
        The
        provisions of art. 20 notwithstanding, CPMM hereby expressly undertakes not
        to
        transfer, let or lend in commodatum any of the Points of Sale to third parties,
        nor assign the lease contract for any of the Points of Sale or transfer to
        any
        third parties, for any reason and in any manner whatsoever, the enjoyment
        of the
        premises of any of the Points of Sale, for the whole term of this Agreement
        and
        for a period of one (1) month after expiry or termination hereof, for whatever
        cause.

       

      16.2.
        Save
        for
        what is provided for in the following art.16.3, CPMM further expressly
        undertakes not to withdraw from, or terminate, the lease contract for any
        of the
        Points of Sale, or consent to or cause the withdrawal, expiry or termination
        of
        such lease contract for the whole term of this Agreement and for a period
        of one
        (1) month after expiry or termination hereof, for whatever cause, and CPMM
        shall
        immediately inform Akkurate and Falber of any action undertaken by the landlord
        aimed at obtaining the withdrawal, expiry or termination of the lease contract
        for any of the Points of Sale.

       

      16.3.
        In
        the
        event of termination by the landlord of the lease contract for any of the
        Points
        of Sale for causes that CPMM clearly demonstrates are not attributable to
        CPMM,
        the latter shall timely propose to Akkurate and Falber a suitable alternative
        location where to move, at CPMM’s costs and expenses, the relevant Point(s) of
        Sale: it is in any case hereby since now agreed that the opening to the public
        of the Point(s) of Sale within the new location(s), shall occur not later
        than
        the date of closing to the public of the premises where the Point(s) of Sale
        was
        (were) previously located. 

       

      Art.
        17 - Termination

       

      17.1. A)
        Each
        party shall be entitled to terminate this Agreement in compliance with the
        provisions of art. 1456 of the Italian Civil Code, by sending the other party
        a
        registered letter with return receipt, if such other party becomes subjected
        to
        bankruptcy or to any proceedings for the relief of creditors.

       

      B)
        In
        addition to the specific provisions contained elsewhere in this Agreement,
        this
        Agreement may be terminated by Akkurate and by Falber upon giving CPMM a
        sixty-(60)-day notice to cure the breach by registered letter with return
        receipt jointly signed by Akkurate and Falber, if CPMM should breach, in
        whole
        or in part, one or more of its obligations undertaken under arts. 2; 3.1
        and
        3.2; 5.1 and 5.2; 6.1, 6.4 and 6.5; 7.1, 7.2 and 7.3; 9.1 and 9.2; 10.1,
        10.2,
        10.3, 10.4, 10.5, 10.6, 10.7 and 10.8; 11.1, 11.2, 11.3 and 11.4; 12; 14.1,
        14.2
        and 14.3; 15; 16.1, 16.2 and 16.3; 20; 21.1, 21.2, 21.3 and 21.4; 22; 23.1;
        25
        of this Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      17.2.
        If this
        Agreement is terminated pursuant to art. 17.1 B) above, CPMM shall sell the
        stock of the Products and of the Articles, unless prevented from doing so
        by
        objective and material causes, which have not been voluntarily created by
        CPMM:
        such stock-selling activity shall continue for a maximum period of six (6)
        month
        from the date of termination and at the market prices for the Products and
        the
        Articles usually applied by CPMM, unless otherwise agreed in writing with
        Akkurate.

       

      Art.
        18 - Consequences
        of expiry or termination.

       

      18.1.
        Upon
        expiry or termination of this Agreement, for whatever cause, CPMM shall
        immediately:

       

      
        	
                a)

              	
                remove
                  the signboard from each one of the Points of Sale and destroy it
                  by giving
                  satisfactory evidence to Akkurate;

              


        	 	 


      

      
        	
                b)

              	
                remove
                  from each one of the Points of Sale the typical architectural design,
                  layout, furnishing and interior decoration, as specified in art.
                  7
                  above;

              


        	 	 


      

      
        	
                c)

              	
                destroy
                  all advertising material bearing the Signs, which is held by CPMM
                  or which
                  is in its control;

              


        	 	 


      

      
        	
                d)

              	
                discontinue
                  any further use of the Signs, for whatever reason, save as provided
                  for in
                  the preceding art. 17.2.

              


      

       

      18.2.
        Upon
        expiry or termination of this Agreement, for whatever cause, Akkurate shall
        pay
        CPMM no goodwill and/or indemnity and/or consideration and/or compensation
        whatsoever in connection with said expiry or termination, and CPMM for any
        purposes hereby expressly and irrevocably waives any such goodwill / indemnity
        /
        consideration / compensation.

       

      18.3.
        Upon
        expiry or, in case of termination, upon the end of the sellout period provided
        for in the preceding art. 17.2, CPMM shall transmit Akkurate and Falber a
        detailed report of the stock of unsold Products and Articles for each one
        of the
        Points of Sale: within forty five (45) days
        after the receipt of CPMM’s report, Akkurate (or, as regards only the Products,
        also Falber) may purchase back - either directly or indirectly, in whole
        or in
        part - such stock of unsold Products and Articles at a price equal to fifty
        percent (50%) of the purchase price originally applied to CPMM; in case Akkurate
        and/or Falber should decide not to purchase back, in whole or in part, the
        stock
        of unsold Products and Articles, such stock shall be sold by CPMM only after
        removing all labels, tags and whatever else bearing the Signs: satisfactory
        evidence of the removal shall be given to Akkurate and to Falber (which shall
        be
        entitled to carry out inspections by means of their nominees) prior to selling
        the stock. 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Art.
        19 - CPMM’s
        shareholders.

       

      19.1.
        CPMM’s
        sole shareholder holding the entire capital, i.e. CPL, who signs this Agreement
        for its acceptance of the provisions of this art. 19.1, hereby undertakes,
        also
        on the basis of what is set forth in recital K) and in art. 9.2
        hereof:

       

      	a)  	
              not
                to assign its interest (shares) in CPMM to third parties for whatever
                reason without Akkurate’s express and written approval - which shall not
                be unreasonably denied - for the whole term of this Agreement including
                any possible renewals hereof;

            


      	 	 


      	b)  	
              not
                to consent, in any case, to third parties to enter into CPMM’s
                shareholding structure through capital increases, mergers or any
                other
                means, without Akkurate’s express and written approval, which shall not be
                unreasonably denied;

            


       

      all
        the
        foregoing without prejudice to the provisions of art. 22 hereof.

       

      19.2.
        Akkurate
        and Falber shall be entitled to terminate this Agreement in compliance with
        the
        provisions of art. 1456 of the Italian Civil Code, by sending CPMM a registered
        letter with return receipt jointly signed by Akkurate and Falber, if CPMM
        and/or
        its shareholders should not fulfill, in whole or in part, their obligations
        under art. 19.1.

       

      Art.
        20 - Preemption
        right.

       

      The
        provisions of art. 16 being hereby expressly confirmed, if during the whole
        term
        of this Agreement and for a period of one (1) year after termination hereof
        CPMM
        intends to transfer one or more of the Points of Sale - in any manner, formally
        or informally, directly or indirectly, including through assignment of
        shareholdings or novation of the lease contract, or in any other manner
        whatsoever - CPMM shall first offer to transfer such Point(s) of Sale to
        Akkurate on the same terms granted to third parties, and Akkurate shall have
        the
        preemption right on the transfer.

       

      CPMM
        shall notify the proposed transfer to Akkurate by registered letter with
        return
        receipt, specifying the requested price. Akkurate may exercise its preemption
        right by notifying its acceptance of the transfer offer and of the relevant
        price, by registered letter with return receipt to be delivered to the post
        office within one (1) month after the receipt of CPMM’s
        notification.

       

      If
        CPMM
        fails to give Akkurate the preemption right provided for in this art. 20,
        CPMM
        shall pay Akkurate as liquidated
        damages-penalty, within five (5) days after demand, the amount of Euro one
        hundred thousand (€ 100,000.00) for each one of the Points of Sale whose
        premises CPMM should have offered to transfer to Akkurate: the foregoing,
        without prejudice to Akkurate’s right to claim for additional damages. CPMM
        hereby expressly accepts such liquidated damages-penalty as fair, in light
        of
        Akkurate’s interest in the possible transfer to Akkurate of the premises where
        each one of the Points of Sale are located.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Art.
        21 - Right
        to sublicense.

       

      21.1.
        The
        parties hereby expressly agree that CPMM shall have the right to sublicense
        its
        rights and obligations under this Agreement as regards the opening and
        management of one or more of the Points of Sale to a third party, provided
        (i) that
        such
        sublicensee(s) shall operate only in the Exclusivity Area, (ii) that
        CPMM
        shall communicate Akkurate in writing and in advance any useful details of
        and
        information on such sublicensee(s) (company name, headquarters, affiliate
        companies, etc.), and (iii)
        that
        such sublicensee(s) shall in any case operate under CPMM’s control and
        supervision.

       

      It
        is
        however understood that Akkurate and Falber shall have no direct relationship
        with said sublicensee(s): as a consequence, among other things, i)
        Akkurate
        and Falber shall always deal only with CPMM as far as this Agreement is
        concerned, ii)
        the
        Products and the Articles shall be sold and delivered only to CPMM, which
        shall
        pay for them, iii)
        CPMM
        shall pay Akkurate the consideration provided for in art. 10.6 and shall
        make
        the advertising investments provided for in arts. 10.7 and 10.8, iv)
        the
        sublicensee(s) shall have no direct contact with Akkurate and/or Falber,
        and
v)
        CPMM
        shall be anyway fully responsible and liable toward Akkurate and Falber for
        the
        sublicensee(s)’s actions, omissions and behavior, as well as for of all of
        CPMM’s sublicensed obligations, also in relation to Akkurate’s and Falber’s
        right to terminate this Agreement for breach; the foregoing in addition to
        such
        licensee(s)’s liability toward Akkurate and Falber.

       

      21.2.
        Akkurate
        shall be entitled to control to the widest possible extent the duly management
        of the Point(s) of Sale by the sublicensee(s) and the sale of the Products
        and
        of the Articles in the Point(s) of Sale: the foregoing including, for example
        but without limitation, by means of direct inspections and checks by Akkurate,
        and/or persons authorized by it, at the premises of the Point(s) of
        Sale.

       

      21.3.
        In the
        event any of CPMM’s sublicensee(s) do(es) not meet the high quality standard
        characterizing the “John
        Richmond”
and
        the
“Richmond”
Points
        of Sale worldwide, the Products, the Articles and the Signs and/or do(es)
        not
        comply with any of the requirements/obligations provided for in this Agreement
        (the “Default
        Sublicensee(s)”),
        Akkurate shall be entitled to serve a notice on CPMM requiring CPMM to cease
        utilizing any Default Sublicensee(s) (the “Default
        Notice”).
        CPMM
        shall give to the Default Sublicensee(s), within and not later than five
        (5)
        days after the receipt of the Default Notice from Akkurate, a thirty-(30)-day
        written notice to cure the breaches indicated by Akkurate in the Default
        Notice,
        failing which the sub-license relationship/agreement shall immediately be
        terminated by CPMM.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      21.4.
        The
        foregoing notwithstanding, in case of gross breach by any sublicensee(s)
        of any
        of the requirements/obligations provided for in this Agreement, CPMM shall
        cease
        utilizing such Default Sublicensee(s) immediately after receiving Akkurate’s
        Default Notice. 

       

      Art.
        22 - Assignment
        prohibited.

       

      CPMM
        shall not - for any reason, in any manner, formally or informally, directly
        or
        indirectly, in whole or in part - assign and/or transfer howsoever to third
        parties this Agreement, or the rights which have been granted to it, or the
        things it has been authorized to do under this Agreement.

       

      Without
        prejudice to the foregoing, CPMM shall however be entitled to assign and/or
        transfer howsoever this Agreement, or the rights which have been granted
        to it,
        or the things it has been authorized to do under this Agreement, or the
        interests/shares in CPMM, to companies belonging to the same group of companies
        as CPMM, provided that before any such assignments/transfers CPMM shall give
        evidence to Akkurate and Falber (i)
        of the
        structure CPMM’s group of companies and (ii)
        of the
        skills, qualifications and representations, as well as of the shareholding
        structure and the managing body, of the assignee/transferee company.


       

      Art.
        23 - No
        registration.

       

      23.1.
        CPMM
        hereby expressly and irrevocably undertakes not to register this Agreement
        in
        any kind of register in any country in the world other than Italy, if and
        where
        such registration would modify the mutual rights and obligations of the parties,
        or grant additional rights or impose additional obligations on either party,
        without the Akkurate prior written approval. Without prejudice to the foregoing,
        Akkurate hereby expressly authorizes CPMM to file this Agreement only on
        the
        Over-The-Counter Bulletin Board of the U.S.A. (the “OTCBB”)
        and
        only for the purposes provided by the Regulation no. 13A of the U.S.A.
        Securities Exchange Act of 1934. 

       

      23.2.
        The
        provisions of art. 23.1 being hereby expressly confirmed, the parties agree
        that
        all the costs related to the possible registration in Italy of this Agreement
        shall be borne by CPMM.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Art.
        24 - Nonwaiver.

       

      Failure
        by Akkurate and/or Falber to enforce at any time strict compliance by CPMM
        with
        any provisions of this Agreement and/or waiver of any rights provided for
        herein, shall not be deemed as waiver by Akkurate and/or Falber thereafter
        to
        require compliance by CPMM and/or to enforce such rights.

       

      Art.
        25 - Confidentiality.

       

      Unless
        otherwise required by mandatory provisions of any applicable laws, rules
        or
        regulations, each party shall treat as secret and strictly
        confidential any
        administrative, accounting, statistical or other documentation received from
        the
        other party on the basis or during the performance of this Agreement.
        Furthermore, each party shall not disclose, nor use to its own benefit or
        to the
        benefit of third parties, even after expiry or termination of this Agreement,
        any commercial or business secrets or any confidential information howsoever
        related to the business or affairs of the other party, of which it has become
        aware on the basis or during the performance of this Agreement.

       

      Art.
        26 - Different
        product lines and different signs. 

       

      Akkurate,
        Falber and CPMM recognize, and for all purposes agree, that CPMM is aware
        of the
        possibility of launching other product lines of various products conceived
        and
        created by Akkurate, such other product lines bearing signs which shall be
        different from the Signs, even if they may contain the signs “John
        Richmond”,
        “Richmond”,
        “Richmond
        X”
and
        “Richmond
        Denim”.
        As a
        consequence, CPMM irrevocably waives any and all of its rights to raise any
        claims in this regard, such a waiver to take effect immediately.

       

      Art.
        27 - Force
        majeure.

       

      Should
        one of the parties fail to perform any of its obligations under this Agreement
        for causes of force majeure, such a nonperformance shall not give rise to
        any
        liability of the nonperforming party toward the other party which, as a
        consequence, shall not be entitled to terminate this Agreement, nor to claim
        for
        any possible damages.

       

      Force
        majeure shall mean any events of any nature and kind, which i)
        are
        completely beyond the control of the parties, and ii)
        have not
        been directly or indirectly caused and/or induced, in whole or in part, by
        the
        nonperforming party, such as for example, but without limitation: wars,
        uprisings, general strikes, lockouts, earthquakes, epidemics, etc.

       

      The
        party
        which intends to avail itself of this force majeure clause shall give a written
        notice to the other party.

       

      Each
        party shall be entitled to withdraw from this Agreement, by giving a written
        notice to the other party, should the cause of force majeure last for a
        continuous period of time in excess of one (1) month: for this purpose, Akkurate
        and Falber shall be considered as a sole party.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Art.
        28 - Applicable
        law.

       

      This
        Agreement shall be governed by the Italian law, with the express exclusion
        of
        its provisions on the conflict of laws.

       

      Art.
        29 - Exclusive
        jurisdiction and venue.

       

      The
        Court
        of Milan shall be the only and exclusive Court having jurisdiction for any
        disputes which may arise in connection with, or any disputes which may be
        originated or derived from, this Agreement and/or the obligations provided
        for
        in this Agreement, with the express exclusion of any other venues.

       

      Art.
        30 - Domicile.

       

      30.1.
        For
        the
        purpose of any notices to be given under this Agreement, the parties hereby
        declare to be domiciled as follows:

       

      - Akkurate

       
        Unit 1, 9 Park Hill,

       
        London SW, SW4 9NS,

       
        United Kingdom

       
        Phone: +44 207 622 0298

       
        Fax: +44 207 498 0265 

       
        Email: Admin@JohnRichmond.com 

       
        copy
        to: John
        Richmond Showroom

       
        Via S. Andrea no. 18

       
        20121 Milan (Italy)

       
        Phone: +39-02-76018374

       
        Fax: +39-02-76011904

       
        Email: s.moschillo@moschillo.com 

       

      -
        Falber

       
        Via Gramadora 12/14

       
        47100 Forlì (Italy)

       

      -
        CPMM

       
        Unit A, 10th
        Floor,
        Wo Kee Hong Building,

       
        585-609 Castle Peak Road, Kwai Chung, New Territories, 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       
        Hong Kong (China)

       
        Contact Person: Mr. Waison Hui

       
        Phone: (852) 2869 1190 

       
        Fax: (852) 2537 1121

       

      30.2.
        Akkurate,
        Falber and CPMM furthermore hereby designate their respective addresses,
        as
        indicated in the preceding art. 30.1, as their respective domiciles at which
        service of process may be made in any legal actions or proceedings arising
        hereunder.

      London,
        __________

      


      


      ________________       

      Akkurate
        Ltd.        

      


      


      __________________

      Falber
        Confezioni S.r.l.

      


      


      __________________
        

      CPMM
        (Asia) Limited

      Authorized
        Signatory: Richard Man Fai LEE (Director)

      


      


      CPMM’s
        sole shareholder (in relation to art. 19.1):

      


      


      


      ________________________________

      China
        Premium LifeStyle Enterprise Inc.

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      The
        clauses hereinafter specified, which have been selected after negotiations
        between the parties and which the parties declare to have read and accepted,
        are
        hereby specifically approved in writing under and to the effects of the
        provisions of art. 1341 of the Italian Civil Code: 2; 3.1, 3.2 and 3.3; 4.1,
        4.2
        and 4.3; 5.1 and 5.2; 6.1, 6.2, 6.3, 6.4 and 6.5; 7.1, 7.2 and 7.3; 9.1 and
        9.2;
        10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8; 11.1, 11.2, 11.3, 11.4,
        11.5
        and 11.6; 12; 13; 14.1, 14.2 and 14.3; 15; 16.1 and 16.2; 17.1 and 17.2;
        18.1,
        18.2 and 18.3; 19.1 and 19.2; 20; 21.1 and 21.2; 22; 23.1 and 23.2; 24; 25;
        26;
        27; 28; 29; 30.2.

      London,
        __________

      


      


      ________________       

      Akkurate
        Ltd.        

      


      


      


      __________________

      Falber
        Confezioni S.r.l.

      


      


      


      __________________

      CPMM
        (Asia) Limited

      Authorized
        Signatory: Richard Man Fai LEE (Director)

      


      CPMM’s
        shareholders (in relation to art. 19.1):

      


      


      


      _______________________________

      China
        Premium LifeStyle Enterprise Inc.

      


      
        
          
          

        

        
          22