TRADEMARK LICENSE AND PRODUCT PROMOTION AGREEMENT

          This Agreement is made and entered into this 17 day of December, 2001,
by and between KOBRA INTERNATIONAL,  LTD., a New York corporation with office at
525 Seventh  Avenue,  New York,  New York 10018  (hereinafter,  "KOBRA"),  f/s/o
NICOLE  MILLER,  an  individual  (hereinafter,  "NICOLE  MILLER"),  and  SEL-LEB
MARKETING,  INC.  a New York  corporation  with  offices  at 495  River  Street,
Paterson, New Jersey 07524 (hereinafter, "SEL-LEB").

                                    RECITALS

         WHEREAS, NICOLE MILLER is a shareholder, executive officer and employee
of KOBRA,  and KOBRA has the right to  license  the name,  likeness,  autograph,
portrait  and  picture  (hereinafter  collectively  referred  to as the  "Miller
Rights")  of NICOLE  MILLER  and to provide  the  services  of NICOLE  MILLER as
provided for hereunder; and,

         WHEREAS,  KOBRA  is the  owner of the  trademark  "Nicole  Miller"  and
certain  simulations and variations  thereof as described in Schedule "A" hereto
(hereinafter referred to as the "Marks").

         WHEREAS,  SEL-LEB is in the  business  of,  INTER  ALIA,  manufacturing
celebrity  endorsed  consumer products and distributing same through a number of
Electronic Retailers (as hereinafter defined); and

         WHEREAS,  SEL-LEB  desires  to obtain a license  from  KOBRA to use the
Marks and Miller Rights on and in connection  with the promotion and sale of the
Licensed  Products (as  hereinafter  defined) in the Territory  (as  hereinafter
defined);

         WHEREAS,  SEL-LEB  desires to obtain the services of NICOLE MILLER,  to
assist in the  design of and  endorse  and  promote  the  Licensed  Products  on
Electronic  Retailers'  Programming Services (as hereinafter defined) throughout
the Territory;

         WHEREAS,  SEL-LEB  acknowledges  that  the  Marks,  Miller  Rights  and
associated goodwill are of great significance and value to KOBRA and that strict
adherence  to the  quality  control  standards  provided  in this  Agreement  is
essential to the maintenance of the significance and value of the Marks,  Miller
Rights and associated goodwill; and,

         WHEREAS,  KOBRA  desires  to grant a license  for the Marks and  Miller
Rights to SEL-LEB,  and provide the services of NICOLE  MILLER,  as  hereinafter
provided upon the terms and conditions hereafter set forth.

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         NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth, the parties agree as follows:

         1.       DEFINITIONS.

                  "Close-Out  Sales" as used herein shall mean sales of Licensed
Products by SEL-LEB for less than 75% of its regular wholesale price to discount
retailers with the consent of KOBRA.

                  "Electronic  Retailers"  as used  herein  shall mean  entities
which sell a variety of consumer products by means of live programming services,
via satellite  transmissions,  broadcast television stations, and via affiliated
cable  television  systems,  including  only QVC,  Home  Shopping  Network,  and
NBC@HOME  within  the  United  States  and the  affiliates,  partners  and joint
venturers  or  each  of the  foregoing  outside  of the  United  States,  unless
otherwise mutually agreed by the parties hereto.

                  "Electronic  Retailers'  Programming  Services" as used herein
shall  mean  programming  services  of a  Electronic  Retailers'  via  satellite
transmissions,   broadcast  television   stations,   and  via  affiliated  cable
television systems.

                  "Indemnified  Party" as used herein shall mean a party seeking
indemnification.

                  "Indemnifying  Party" as used  herein  shall mean a party from
whom indemnification is sought.

                  "Inventory"  as used herein  shall mean any and all  remaining
(i.e.  on hand or in stock)  Licensed  Products and tangible  items  bearing the
Marks or Miller  Rights,  including but not limited to, raw material,  "Works in
Progress" (as hereinafter defined), labels, tags, etc.

                  "Licensed  Products"  as used  herein  shall mean all  jewelry
categories,  excluding  watches,  made with the following:  sterling silver, 10k
gold 14k gold and 18 kt gold, and all precious  stones and semi precious  stones
as well as diamonds and  synthetic  stones such as cubic  zirconia and synthetic
colors stones, in each instance subject to Section 2(g) below.


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                  "Marks" as used herein  shall mean  registered  and common law
trademarks  belonging  to KORBRA as set forth on  Schedule A annexed  hereto and
incorporated herein by reference.

                  "Miller Rights" as used herein shall mean the name,  likeness,
autograph, portrait and picture of NICOLE MILLER.

                  "Net Sales" as used herein shall mean the gross dollar  amount
of all sales by SEL-LEB of Licensed Products  (hereinafter "Gross Sales"),  less
(i) freight and insurance charges,  value added taxes, sales taxes, and/or other
similar taxes and duties,  (ii) rebates,  charge-backs,  (iii)  advertising  and
other  discount and markdown or margin  allowances  actually given to customers,
and (iv) approved credits, credits allowed customers for returns, and allowances
for damaged or defective goods.  Notwithstanding the foregoing,  deductions from
Gross Sales under  subsection  (iii) of the foregoing  sentence shall not exceed
ten (10%)  percent of Gross Sales to any one  customer in any "Year" (as defined
in Section 4(c)  below).  In the event any  purchaser  of the Licensed  Products
makes any deduction from monies paid on account of matters not directly  related
to the  sales of the  Licensed  Products,  such  amount  shall be added  back in
determining  Net Sales.  Any sales or  transfers  of Licensed  Products  made by
SEL-LEB to any person or entity that does not deal at arm's  length with SEL-LEB
shall be computed,  for the purpose of determining Net Sales, at an amount equal
to the price at which SEL-LEB would have invoiced or charged purchasers who deal
at arm's length with SEL-LEB and all Royalties  shall be paid to KOBRA  thereon.
By way of example only, SEL-LEB may sell 100,000 units of Licensed Products to a
customer  within the Territory at a total invoice price of $1,000,000 with terms
of 1% Net 30. The shipment  has a damage  factor of 3%;  therefore  the customer
must only pay for 97,000  units at an extended  cost of  $970,000.  The customer
deducts  one  percent  (1%) for  meeting  SEL-LEB's  payment  terms  and in full
satisfaction of the invoice, pays SEL-LEB $960,300.00.  Therefore, Net Sales for
the  aforementioned  example were  $960,300.00  from which  KOBRA's  Royalty (as
hereinafter  defined) is calculated.  Notwithstanding  the  foregoing,  sales to
KOBRA,  its  subsidiaries,  licensees  or  affiliates  shall be included in "Net
Sales" only if such  entity  purchases  Licensed  Products  for cash,  at listed
wholesale rates, with the most favorable discounts,  rebates and terms available
to third parties.

                  "Personal  Appearances" as used herein shall mean  appearances
by NICOLE MILLER at  promotional  and related  social events in order to promote
the Licensed Products.

                  "Promotional  Segments" as used herein shall mean excerpts and
modifications  made by  SEL-LEB  and/or  the  Electronic  Retailers  to the live
appearances and Promotional Spots by editing,  dubbing,  adding to,  subtracting
from and  integrating  any or all of  NICOLE  MILLER's  performances  hereunder,
subject to Section 2(g) below.

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                  "Promotional  Spots"  as used  herein  shall  mean  television
commercials or promotional spots and/or print photography produced in connection
with Taping Days.

                  "Property  Rights" as used herein  shall mean the trade names,
trademarks,  service marks,  materials and other property  interests relating to
the  Licensed  Products,  which are  created  by SEL-LEB  hereunder,  subject to
Section 9 below.

                  "Sell-Off Period" as used herein shall mean the nine (9) month
period  following  the  expiration  or earlier  termination  of this  Agreement;
PROVIDED,  HOWEVER, if this Agreement is terminated by KOBRA due to the Material
Default of SEL-LEB, there shall be no Sell-Off Period, as defined herein.

                  "Territory"  as used herein shall mean  Electronic  Retailer's
Programming  Services  throughout  the  world;  retail  stores  either  owned or
licensed by KOBRA;  and other  traditional  retailers  located in North America,
including  specialty stores and department stores;  PROVIDED,  HOWEVER,  SEL-LEB
will  obtain the  consent of KOBRA prior to  distributing  Licensed  Products to
specialty stores or departments stores.

                  "Taping  Days"  as used  herein  shall  mean a day or  portion
thereof  devoted to the rendering of services in connection  with the production
of Promotional Spots.

                  "Use"  (or  "Used,"  "Uses"  or  "Using")  shall  mean (1) the
placement of the Marks or Miller  Rights on the Licensed  Products;  and (2) the
use of the Marks and the Miller  Rights in the  broadest  sense of  publication,
that is any visual and aural form which to the  average  person  would  indicate
that the  Licensed  Products  are  associated  with the Marks or Miller  Rights,
including,  but not limited to, print  media,  labels,  tags,  point of sale and
showroom displays, signage, packaging, stationery, business cards and forms, and
electronic media (including,  without limitation,  television, film, video tape,
radio and the like) now known or hereafter devised,  and the form and content of
the subject matter  associated  with all the  aforementioned;  and (3) all other
uses of the Marks and Miller Rights approved by KOBRA in accordance with Section
2(g) below.

                  "Visits"  as used  herein  shall  mean  travel  to  Electronic
Retailers'  facilities  to  appear  live on  Electronic  Retailers'  Programming
Services to promote or otherwise endorse the Licensed Products.

                  "Works  in  Progress"  as  used  herein  shall  mean  Licensed
Products,  which  are in the  process  of  manufacture  at the  time  notice  of
termination is received or given by SEL-LEB.

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         2.       PROMOTIONAL SERVICES AND LICENSE.

                  (A)      LIVE APPEARANCES AT ELECTRONIC RETAILERS' STUDIOS.

                  From time to time  during  the term of this  Agreement,  KOBRA
agrees to make NICOLE MILLER available to make Visits. The dates of such Visits,
as  well  as  the  duration  thereof,   shall  be  subject  to  NICOLE  MILLER's
availability and will be determined by mutual agreement of the parties.  For the
purpose  of  clarification,  each  Visit  shall  consist  of  up  to  three  (3)
consecutive days, including travel. KOBRA and NICOLE MILLER understand and agree
that,  in connection  with the  coordination  of the Visits,  SEL-LEB will incur
substantial risk and expense and therefore the cancellation of a scheduled Visit
by KOBRA and/or NICOLE MILLER (other than due to acts of God,  illness or injury
which would prevent or otherwise materially inhibit NICOLE MILLER's performance,
death or travel  related  delays  beyond KOBRA and/or NICOLE  MILLER's  control)
shall constitute a material breach of this Agreement and KOBRA and NICOLE MILLER
agree to  indemnify  and hold  SEL-LEB  harmless  from and  against  any and all
losses,  damages,  claims, causes of action and liabilities incurred as a result
of such material  breach.  Sel-Leb may terminate this Agreement,  effective upon
notice to KOBRA,  in the event (i) SEL-LEB  receives  notice from the Electronic
Retailer who's Electronic  Retailers'  Programming Services NICOLE MILLER was to
appear on in connection with the cancelled Visit, that such Electronic  Retailer
would not schedule any additional  Visits, or (ii) SEL-LEB is able to reschedule
the cancelled Visit within ninety (90) days of the originally scheduled date for
such Visit, and KOBRA is unable to provide the services of NICOLE MILLER on such
rescheduled date. Dates for which NICOLE MILLER will be unavailable on an annual
basis are attached hereto as Schedule "B".

                  (B)      PRINT AND VIDEO PROMOTIONAL SPOTS.

                  In addition to the Visits  described in Section  2(a),  by the
mutual  agreement of the parties  KOBRA agrees to make NICOLE  MILLER  available
from time to time for  Taping  Days to produce  Promotional  Spots to be used in
connection  with  promotion and marketing of the Licensed  Products,  subject to
Section 3 below.  The  specific  dates for Taping  Days shall by  determined  by
mutual  agreement of the parties.  KOBRA and NICOLE MILLER  understand and agree
that the  coordination of Taping Days will put SEL-LEB to  considerable  expense
and therefore the  cancellation of a scheduled Taping Day by KOBRA and/or NICOLE
MILLER (other than due to acts of God,  significant illness or injury,  death or
travel  related  delays beyond KOBRA and/or NICOLE  MILLER's  control) with less
than  fourteen (14) days written  notice to SEL-LEB shall  constitute a material
breach of this  Agreement  KOBRA and NICOLE  MILLER agree to indemnify  and hold
SEL-LEB harmless from and against any and all losses, damages, claims, causes of
action and liabilities incurred as a result of such material breach.

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                  (C)      USE OF PROMOTIONAL SPOTS.

                  As to each of the  live  appearances  in  connection  with the
Visits  described  in  Section  2(a)  and  the  Promotional  Spots  produced  in
connection with the Taping Days pursuant to Section 2(b), SEL-LEB shall have the
right to make,  or cause to have  made,  such  number of  Promotional  Segments,
subject  to  Section  2(g)  below,  for use only with  regard to the sale of the
Licensed  Products,  subject  to  Section  3  hereof.  During  the  term of this
Agreement,  SEL-LEB  shall have the right to the  unlimited use and reuse of any
and all of the  Promotional  Segments,  as SEL-LEB may elect, in connection with
the promotion,  advertising and distribution of the Licensed Products within the
Territory, including but not limited to, use as spot announcements on Electronic
Retailers'  Programming Services,  commercial  advertisements for the Electronic
Retailers' Programming Services on other broadcast and cable programming, insert
statement stuffers,  national and local media space advertising and other direct
marketing print methods in connection with the general  promotion of the Visits,
and the Licensed Products within the Territory, generally.

                  (D)      USE OF MARKS AND MILLER RIGHTS.

                  Subject to Section 2(g) below,  KOBRA and NICOLE MILLER hereby
grant exclusive permission to SEL-LEB,  its subsidiaries,  and manufacturing and
other  affiliates of SEL-LEB agreed to by the parties to use, during the term of
this  Agreement,  the Marks and Miller  Rights in  connection  with the Licensed
Products in the Territory,  including, but not limited to, the right to package,
produce,  promote,  advertise,  sell and distribute the Licensed Products in the
Territory, subject to Section 2(g) below.

                  (E)      ADDITIONAL PROMOTIONAL SERVICES.

                  At  SEL-LEB's  request,  from time to time  during the term of
this Agreement, KOBRA agrees to use reasonable commercial efforts to make NICOLE
MILLER available to make Personal Appearances. The specific days and events will
be determined by mutual  agreement of the parties and subject to NICOLE MILLER's
availability.  KOBRA and NICOLE MILLER  understand and agree that, in connection
with  the  coordination  of  the  Personal   Appearances,   SEL-LEB  will  incur
substantial risk and expense and therefore the cancellation of a scheduled Visit
by KOBRA  and/or  NICOLE  MILLER  (other  than  due to acts of God,  significant
illness or injury,  death or travel  related  delays  beyond KOBRA and/or NICOLE
MILLER's control) shall constitute a material breach of this Agreement KOBRA and
NICOLE MILLER agree to indemnify and hold SEL-LEB  harmless from and against any
and all losses, damages,  claims, causes of action and liabilities incurred as a
result of such material breach.

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                  (F)      OTHER SERVICES.

                  SEL-LEB  shall  provide  the  services  of  one  (1)  or  more
professional designers to design the Licensed Products on a non-exclusive Basis.
Without  additional  cost to SEL-LEB,  KOBRA shall cause  NICOLE  MILLER and its
other employees and agents to dedicate commercially reasonable time to assisting
the  professional  designer(s)  provided  by  SEL-LEB  in  connection  with  the
designing of the Licensed Products.

                  (G)      RIGHT OF APPROVAL.

                  KOBRA and NICOLE  MILLER  shall  have all rights of  approval,
which shall not be withheld unreasonably, in connection with any product SEL-LEB
intends to offer as a Licensed Product,  the content of any Promotional Segment,
and/or any Use of the Marks,  Miller Rights or other results of NICOLE  MILLER's
services  hereunder.  Before  offering for sale any product  SEL-LEB  intends to
offer as a Licensed Product, and before committing to a Use of the Marks, Miller
Rights or any  Promotional  Segment,  SEL-LEB shall obtain KOBRA'S prior written
approval of such product, Use and/or Promotional Segment. Such approval shall be
deemed to have been  given if KOBRA or its  designated  representative  does not
disapprove  in writing  within ten (10)  business  days of  receiving  a written
request  therefor.  For  purposes of this  Section 2(g) a request by SEL-LEB for
approval  from KOBRA  shall be  effective  as of the date same is sent by either
facsimile or e-mail,  or received by KOBRA via hand  delivery or any  nationally
recognized overnight carrier.  Notwithstanding the foregoing, the withholding of
approval by KOBRA  hereunder shall not be deemed to be unreasonable in the event
such is withheld based upon aesthetic and quality standards used by KOBRA in its
core  business.  From  time-to-time  during the term  hereof  KOBRA may  request
additional  samples of Licensed  Products  previously  approved pursuant to this
Agreement, at no cost and solely for the purpose of ensuring that the quality of
such samples is consistent with that of the previously approved samples; and, if
KOBRA  reasonably  determines  that the quality has not remained  consistent may
withdraw it earlier approval.

         3.       SEL-LEB'S MARKETING RIGHTS.

                  KOBRA and NICOLE  MILLER  hereby grant to SEL-LEB,  during the
term  hereof,  an  exclusive  license  to use the  Marks  and  Miller  Rights in
connection  with  the  production,  manufacture,   advertising,   merchandising,
promotion,  distribution and sale solely of Licensed Products, in the Territory;
and further, KOBRA agrees that, during the term of this Agreement, SEL-LEB shall
have the  exclusive  right to  market  and sell  the  Licensed  Products  in the
Territory,  and to use the Marks,  Miller  Rights and  Promotional  Segments  in
connection therewith (the "License").

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         4.       TERM.

                  (A)      The term of this Agreement shall commence on the date
hereof and shall continue,  unless sooner  terminated as provided herein,  up to
and including  three (3) years from the date of the first Visit by Nicole Miller
pursuant  to the terms  hereof (the  "Initial  Term").  The Initial  Term may be
extended  at the option of SEL-LEB for an  additional  period of three (3) years
(the "Extended  Term"),  provided (i) SEL-LEB is in full compliance with all the
terms and conditions of this Agreement  immediately prior to the exercise of the
option to extend,  and (ii) SEL-LEB gives KOBRA notice of its desire to renew at
least six (6) months  prior to the end of the  Initial  Term.  Thereafter,  this
Agreement shall be extended automatically for successive periods of one (1) year
each (the  "Successive  Term" or the  "Successive  Terms")  unless  either party
provides  written notice to the other, no less than one hundred and eighty (180)
days prior to the expiration of the Extended Term or any Successive Term that it
does not wish to extend  or  further  extend  the term of this  Agreement.  Such
extension of the Initial  Term,  Extended  Term or any  Successive  Term of this
Agreement  shall be upon the same  terms  and  conditions  in force  and  effect
hereunder  at the time of each  such  extension  or as  otherwise  agreed  to in
writing by the parties.  Should KOBRA at any time  exercise its right under this
Agreement  to  terminate  the rights of SEL-LEB,  all options to extend the term
shall likewise be terminated.

                  (B)      Notwithstanding  anything  in  Section  2(a)  to  the
contrary, if SEL-LEB has not received a commitment for the first Visit by NICOLE
MILLER  hereunder  within six (6) months of the date hereof,  either party shall
have the option,  within ten (10)  business  days after such date,  to terminate
this Agreement  upon the delivery of notice thereof to the other,  rendering the
Agreement  null and void and no  longer of force or  consequence,  but shall not
result in the reimbursement of the "Advance Royalty" (as defined in Section 6(b)
below).

                  (C)      The Initial Term,  Extended Term, if any,  Successive
Term(s), if any, and the Sell-Off Period, if any, shall collectively be referred
to as the "Licensed Term." The First Year of the Licensed Term shall commence on
the date of the first Visit by Nicole Miller  pursuant to the terms hereof,  and
each twelve (12) month period thereafter,  shall hereinafter be referred to as a
"Year," such as Second Year,  Third Year,  etc. The period  preceding  the first
Visit by Nicole Miller hereunder shall be considered the "Start-Up Period".  The
first  quarter of the First Year shall  consist of the  Start-Up  Period and the
first three (3) months  immediately  thereafter.  The remaining  quarters of the
Term shall be every three (3) month period thereafter.

         5.       TERMINATION.

                  Subject to the  continuing  obligations  arising from a breach
hereof and those terms and obligations that survive  cessation of this Agreement
by the clear import of their  language,  this Agreement and all rights  relevant
thereto shall cease upon the earlier of  termination,  for

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whatever  reason,  or  expiration,  except  that the  exercise  of any  right of
termination  under this Section 5 shall not affect any rights which have accrued
prior to  termination  and shall be  without  prejudice  to any  other  legal or
equitable  remedies  to which  either  party may be  entitled  by reason of such
rights.

                  (A)      BY SEL-LEB.

                           (i)      WITHOUT  CURE.  SEL-LEB may  terminate  this
Agreement  effective  immediately  (without  right to cure by KOBRA) at any time
following  the time  that it  becomes  aware  that,  following  the date of this
Agreement,  KOBRA and/or NICOLE MILLER has committed any act or become  involved
in any situation or occurrence which brings KOBRA,  NICOLE MILLER,  the Licensed
Products and/or SEL-LEB into public disrepute, scandal or ridicule, or shocks or
offends  the  community,  or  derogates  from  the  public  image  of any of the
foregoing by giving written notice to KOBRA of such termination.

                           (ii)     WITH CURE.  SEL-LEB  shall have the right to
terminate this Agreement,  after notice to KOBRA and expiration of a thirty (30)
day cure period for all other material  defaults (but excluding any  non-curable
default as set forth in Section 5(b)(i) above which shall not be subject to this
Section 5(b)(ii)) if said defaults are capable of being cured upon the breach of
any of the terms or conditions of this Agreement by KOBRA

                  (B)      BY KOBRA.

                           (i)      WITHOUT CURE.  KOBRA shall have the right to
terminate  this  Agreement  effective  immediately  (without  right  to  cure by
SEL-LEB) (1) upon SEL-LEB'S receipt of written notice from KOBRA in the event of
any affirmative act of insolvency by SEL-LEB; or (2) upon the appointment of any
receiver or trustee to take possession of the properties of SEL-LEB; or (3) upon
the decision of a court of first  impression  having  competent  jurisdiction to
permanently  enjoin SEL-LEB'S  unlawful use of the Marks and/or Miller Rights or
use of the Marks and/or  Miller Rights in a manner  specifically  denied in this
Agreement, or adjudges such use to be violative of the trademark or other rights
of any third party; or (4) upon  performance by SEL-LEB of any act  specifically
set forth in this Agreement as a non-curable breach.

                           (ii)     WITH  CURE.  KOBRA  shall  have the right to
terminate this Agreement,  after notice to SEL-LEB and expiration of a seven (7)
day cure period for payment and/or reporting defaults and expiration of a thirty
(30) day cure  period for all other  defaults  (but  excluding  any  non-curable
default as set forth in Section 5(c)(i) above which shall not be subject to this
Section  5(c)(ii)) if said  defaults are capable of being cured,  ( 1 ) upon the
breach of any of the terms or conditions of this Agreement by SEL-LEB, or (2) if
SEL-LEB  takes any act or fails to act,  and such action or omission  is, in the
reasonable opinion of KOBRA,  materially harmful


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to the  Marks,  Miller  Rights  or the  business  of  KOBRA,  or  KOBRA'S  other
licensees,  or the  brand.  If a breach  is not  capable  of being  cured,  then
termination shall become effective as of the date of notice

                  (D)      If this  License is  terminated  by KOBRA (i) with no
right to cure by SEL-LEB,  or (ii) following  SEL-LEB's failure to timely cure a
payment  default  (unless  non-payment  is related  to a good  faith  dispute by
SEL-LEB of the amount alleged to be owing by KOBRA),  then SEL-LEB shall have no
right to a Sell-Off Period.  During the Sell-Off Period,  in the event the Marks
or Miller Rights are imprinted,  affixed or otherwise physically integrated with
or into the Inventory,  SEL-LEB shall have the right to dispose of any Inventory
which is on hand at the time of  expiration  or  termination.  SEL-LEB shall pay
compensation  to KOBRA with respect to Net Sales  during the Sell-Off  Period at
the rate of seven percent (7%) of Net Sales. During the Sell-Off Period, SEL-LEB
may continue to use the Marks,  Miller  Rights and the  Promotional  Segments to
promote the sale of the Licensed Products. Notwithstanding the foregoing, in the
event KOBRA causes  NICOLE  MILLER to make Visits  during the  Sell-Off  Period,
SEL-LEB  shall  pay  compensation  to  KOBRA  with  respect  such  sales  at the
applicable  percentage of Net Sales at the time of  termination or expiration of
the Agreement.

                  (E)      Upon the  expiration or termination of this Agreement
and the Sell-Off Period,  if any, SEL-LEB agrees  immediately to discontinue all
Use of the Marks,  Miller Rights,  Promotional  Segments and copyrights of KOBRA
and any term, trademark or trade dress confusingly similar thereto.

         6.       COMPENSATION.

                  (A)      ROYALTY.

                  In  consideration  of KOBRA's  grant to SEL-LEB of the License
and NICOLE  MILLER's  performance and service in connection with the sale of the
Licensed Products hereunder, SEL-LEB shall pay as a royalty to KOBRA a sum equal
to seven (7%) percent of Net Sales of the Licensed  Products  (hereinafter,  the
"Royalty") in accordance with this Section 6.

                  (B)      GUARANTEED MINIMUM ROYALTIES.

                  SEL-LEB  shall pay to KOBRA,  pursuant to Section  6(c) below,
the  greater of either the earned  Royalty  or the  Guaranteed  Minimum  Royalty
(hereinafter "GMTR") as follows:

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<PAGE>


                           (i)      Initial Term:

                                    (A)  $105,000.00 for the First Year, $10,000
                                         of which  shall be paid upon  execution
                                         of   this   Agreement   (the   "Advance
                                         Royalty"),  with  the  balance  paid in
                                         equal quarterly installments;

                                    (B)  $25,000.00  per Visit  made  during the
                                         Second  Year,  PROVIDED,   HOWEVER,  if
                                         during the Second Year,  NICOLE  MILLER
                                         makes six (6) or more Visits,  the GMTR
                                         for the Second Year shall be $200,000;

                                    (C)  $35,000.00  per Visit  made  during the
                                         Third  Year,   PROVIDED,   HOWEVER,  if
                                         during the Third  Year,  NICOLE  MILLER
                                         makes  eight  (8) or more  Visits,  the
                                         GMTR  for  the  Second  Year  shall  be
                                         $400,000.

                           (ii)     Extended Term, if any:

                                    (A)  $40,000.00  per Visit  made  during the
                                         First  Year of the  Extended  Term,  if
                                         any;

                                    (B)  $45,000.00  per Visit  made  during the
                                         Second Year of the  Extended  Term,  if
                                         any;

                                    (C)  $50,000.00  per Visit  made  during the
                                         Third  Year of the  Extended  Term,  if
                                         any;

         In the event KOBRA has not earned the  maximum  GMTR in the Second Year
or Third Year of the Initial  Term,  $200,000  and $400,000  respectively,  then
KOBRA shall have the right, but not the obligation, to terminate this Agreement,
which  option must be  exercised,  if at all,  by written  notice  delivered  to
SEL-LEB  within ten (10)  business  days of  receipt  by KOBRA of the  Quarterly
Report  for the fourth  quarter  of the year for which  KOBRA had not earned the
maximum  GMTR.   Notwithstanding  the  preceding  sentence,  SEL-LEB  may  avoid
termination of this Agreement by paying to KOBRA,  within ten (10) business days
of SEL-LEB's  receipt of such  termination  notice,  the difference  between the
amount earned by KOBRA in such year and the maximum GMTR for such year.

                  (C)      PAYMENT.

                  Royalties due and payable to KOBRA  hereunder shall be paid by
SEL-LEB on a quarterly basis no later than the twentieth (20th) day of the month
immediately following the quarter in which said Net Sales are made. Each Royalty
payment shall be accompanied by a "Quarterly Report" (as defined below).

                                       11
<PAGE>


                  (D)      QUARTERLY REPORTS.

                  No  later  than  the   twentieth   (20th)  day  of  the  month
immediately following each quarter of the Licensed Term, SEL-LEB shall submit to
KOBRA  a  written  report  on a form  acceptable  to  KOBRA  in  its  reasonable
discretion which shall include a written statement of SEL-LEB's Net Sales during
such quarterly  period showing the number and type of Net Sales of each Licensed
Product,  a  calculation  of the  Royalty  due  based  thereon,  and  all  other
information  requested  by  KOBRA  in  this  Agreement  (hereinafter  "Quarterly
Report").  Each Quarterly Report shall be accompanied by the remittance to KOBRA
of the Royalties shown to be due thereon,  shall be sent via overnight  courier,
and shall be  certified  as  correct  by the Chief  Executive  Officer  or Chief
Financial  Officer of SEL-LEB or such other  officers or employees of SEL-LEB as
shall be  reasonably  designated  by KOBRA.  In the event of an inquiry by KOBRA
regarding any such report, SEL-LEB shall comply promptly with KOBRA'S reasonable
request for information in the manner reasonably  requested.  Within twenty (20)
days after any  expiration  or  termination  of this  Agreement,  SEL-LEB  shall
provide KOBRA a Quarterly Report for the last whole or partial  quarterly period
during the Term,  and SEL-LEB  shall  continue  to submit  such  reports and all
Royalty  payment  obligations  to KOBRA within twenty (20) days  following  each
thirty (30) day period during the Sell-Off Period, if any.

                  (E)      AUDIT.

                           (i)      KOBRA,  no  more  than  two  (2)  times  per
calendar  year,  at its own cost and  expense,  upon  five (5)  days'  notice to
SEL-LEB,  and during  reasonable hours, will have the right to inspect the books
and records of SEL-LEB as they relate to the sales of the  Licensed  Products to
the extent  necessary  to verify  SEL-LEB'S  Quarterly  Reports and  payments of
Royalties.  All  materials  designated  as  confidential  by SEL-LEB,  which are
reviewed and copied hereunder, shall be held in confidence by KOBRA and not used
for any purpose except for purposes of enforcing the terms of this Agreement. In
the event that an audit conducted by KOBRA's representatives  concludes that the
amount of Royalties  due was greater than the amount  reported by SEL-LEB in any
Quarterly  Report  furnished  pursuant to Section  6(c),  KOBRA  shall  promptly
furnish  to  SEL-LEB a copy of the report of its  accountant  setting  forth the
amount of the deficiency  showing,  in reasonable  detail,  the basis upon which
such deficiency was determined.  Unless the results of the audit are disputed by
SEL-LEB in accordance with Section 6(d)(iv) below,  SEL-LEB shall promptly remit
to KOBRA a sum equal to such  deficiency,  together with interest thereon at the
rate of 8 percent per annum from the date such Royalty was due until the date of
such  remittance.  In addition,  if the audit reveals  underpayment by more than
five percent (5%) of the Royalties in any quarterly period, SEL-LEB shall pay to
KOBRA the cost of such audit.  The audit shall be conducted by Certified  Public
Accountants licensed by the State of New York.

                                       12
<PAGE>


                           (ii)     If any such audit reveals an underpayment of
ten percent (10%) or more for the period subject to audit,  then, in addition to
any and all other rights, legal and/or equitable, or KOBRA, KOBRA shall have the
right,  effective  immediately upon giving notice to such effect to SEL-LEB,  to
terminate the term of this Agreement.

                           (iii)    If,  as a  result  of  such  audit,  KOBRA'S
accountant  determines  that the amount of  Royalties  paid was greater than the
amount actually due, such overpayment will be promptly refunded to SEL-LEB

                           (iv)     SEL-LEB  shall  have the right to review and
the  opportunity  to challenge  the results of an audit  conducted in accordance
with Section 6(a)(i) above within fifteen (15) days after KOBRA makes any demand
for reimbursement  pursuant to the terms of the immediately preceding paragraph.
In the event of any dispute between the SEL-LEB and KOBRA concerning the results
of such audit,  such  dispute  shall be resolved by a firm of  certified  public
accountants  mutually  acceptable to the parties and unaffiliated with either of
them. The  determination of such accountants shall be final and binding upon the
SEL-LEB and KOBRA.  If the  parties  are unable to agree on a firm of  certified
public  accountants  within ten (10) business days following  notice to KOBRA by
SEL-LEB of its dispute  with the results of such audit,  then  SEL-LEB and KOBRA
shall each  choose one firm of  certified  public  accountants,  which two firms
shall designate a mutually agreeable firm within five (5) business days of their
own respective  appointments.  The certified public  accounting firm selected in
accordance with the foregoing procedures shall deliver its written determination
to both the SEL-LEB and the KOBRA.  The submitting  party shall pay the costs of
any audit conducted under this Section 6(e)(iv).  Any payment due from one party
to the other shall be made by the party from which payment is due within fifteen
(15)  business days after its receipt of the  determination  that such amount is
due.

                  (F)      OPTION TO INCREASE ROYALTY.

                  Notwithstanding   Section  6(a)  above,  the  Royalty  may  be
increased  by two (2%)  percent of Net Sales at the  election  of KOBRA  anytime
after the First Year of the Initial Term, provided KOBRA agrees in writing, in a
form acceptable to SEL-LEB in its reasonable discretion, to, during the Licensed
Term, (i) pay SEL-LEB (on terms similar to the obligations of SEL-LEB under this
Section  6) two  percent  (2%) of Net  Sales  of  products  sold by  KOBRA,  its
subsidiaries and affiliates to Electronic Retailers in the United States and any
foreign jurisdiction in which SEL-LEB has sold Licensed Products hereunder;  and
(ii) to use its best efforts to cause SEL-LEB to be paid a fee not less than two
percent  (2%)  of Net  Sales  of  products  sold by  other  KOBRA  licensees  to
Electronic  Retailers in the United States and any foreign jurisdiction in which
SEL-LEB has sold Licensed  Products  hereunder (for purposes of this  provision,
KOBRA  shall be deemed to have  exercised  its best  efforts  if it  refuses  to
provide the services of NICOLE

                                       13
<PAGE>


MILLER to appear,  on an  Electronic  Retailers  Programming  Services,  for the
purposes of promoting or otherwise  endorsing  the product for which SEL-LEB has
not, or will not be paid at least two percent  (2%) of Net Sales).  The increase
in Royalty resulting from an election by KOBRA hereunder shall apply only to Net
Sales  generated  after  such  election.  Further,  any  election  made by KOBRA
pursuant to this Section  6(e) shall be  irrevocable  during the  Licensed  Term
without the written consent of SEL-LEB.

                  (D)      CLOSE-OUT SALES.

                  The reduced Royalty on Close-Out Sales shall be three (3%)
percent.

         7.       TRAVEL AND OTHER EXPENSES.

                  SEL-LEB  shall  be  responsible  for  the  reasonable   travel
expenses  of NICOLE  MILLER and one  companion  in  connection  with the Visits,
Promotional  Appearances,  Taping Days and other promotional services hereunder,
including  first-class  airfare,  and lodging (if reasonably  required under the
circumstances),  meals, reasonable and direct out-of-pocket expenses and private
coach ground transportation to and from airports,  hotels, Electronic Retailers'
studios, and Personal Appearances; PROVIDED, HOWEVER, in the event an Electronic
Retailer  purchases  products other than Licensed  Products in connection with a
Visit,  SEL-LEB shall only be responsible for the percentage of those travel and
other  expenses in connection  with Visit equal to the percentage of Gross Sales
of Licensed Products relative to Gross Sales of all products (including Licensed
Products) purchased by an Electronic Retailer in connection with such Visit.

         8.       BEST EFFORTS.

                  (A)      KOBRA AND NICOLE  MILLER.  SEL-LEB  will consult with
KOBRA with respect to the dates for all Visits, Taping Days, Personal Appearance
and other  promotional  activities.  During the  Licensed  Term KOBRA and NICOLE
MILLER will exercise their best efforts in rendering the services  hereunder and
make NICOLE MILLER available for Visits,  Taping Days, Personal  Appearances and
other promotional activities so as to best promote,  market, sell and distribute
the Licensed Products via an Electronic Retailers'  Programming  Services.  Upon
the dates for Visits,  Taping Days,  Personal  Appearance and other  promotional
activities mutually being agreed upon, such dates will be reserved and KOBRA and
NICOLE MILLER agree to coordinate  NICOLE  MILLER's  schedule and other business
commitments so as not to conflict with NICOLE  MILLER's  performance  hereunder.
Once the date has been reserved for a Visit, Taping Day or Personal  Appearance,
a default in  appearance  by KOBRA and/or  NICOLE  MILLER will cause  SEL-LEB to
suffer  extraordinary  monetary loss;  therefore,  the cancellation of such date
(with  respect  to a  scheduled  Taping  Day,  the  cancellation  with less than
fourteen (14)

                                       14
<PAGE>


days written notice to SEL-LEB) or  non-appearance by KOBRA and/or NICOLE MILLER
(other than due to acts of God,  significant illness or injury,  death or travel
related  delays  beyond  the  control  of  KOBRA  and/or  NICOLE  MILLER)  shall
constitute a material breach of this Agreement and KOBRA and NICOLE MILLER agree
to  indemnify  and hold  SEL-LEB  harmless  from and against any and all losses,
damages,  claims,  causes of action and liabilities incurred as a result of such
material  breach.  KOBRA  agrees to make NICOLE  MILLER  available to attend and
participate  in  pre-production  conferences  and  meetings,  make-up  and other
activities  reasonably  necessary or appropriate  for the proper  performance of
services to be rendered.

                  (B)      SEL-LEB.  During the Licensed Term,  SEL-LEB will use
its best efforts to exploit the License granted herein throughout the Territory,
and promote and market the Licensed  Products so as to maximize the compensation
to KOBRA.

         9.       OWNERSHIP OF CERTAIN RIGHTS.

                  (A)      SEL-LEB  acknowledges  the ownership of the Marks and
Miller Rights by KOBRA,  agrees that it will do nothing  inconsistent  with such
ownership,  and that all Use (and any other use thereof) of the Marks and Miller
Rights by  SEL-LEB  and all good will  developed  therefrom  shall  inure to the
benefit  of and be on behalf of  KOBRA.  SEL-LEB  agrees  that  nothing  in this
Agreement  shall give  SEL-LEB  any right,  title,  or interest in the Marks and
Miller Rights other than the exclusive  right to Use the Marks and Miller Rights
in accordance with this Agreement and SEL-LEB agrees that it will not attack the
title of KOBRA to the Marks, the validity of the Marks, any rights of KOBRA that
may have arisen from this Agreement, or the validity of this Agreement.  SEL-LEB
shall not, at any time, knowingly do or suffer to be done any act or thing which
may in any way adversely  affect any rights of KOBRA and NICOLE MILLER in and to
the Marks and Miller  Rights or which,  directly or  indirectly,  may reduce the
value  thereof or detract  from  KOBRA's or NICOLE  MILLER's  reputation.  KOBRA
reserves all rights in and to the Marks and Miller Rights except as specifically
granted herein to SEL-LEB;  and, subject to the License and terms hereof,  KOBRA
and NICOLE  MILLER may  exercise  such  rights at any time.  In the event of any
dispute  between  SEL-LEB and any other  licensee of KOBRA and/or  NICOLE MILLER
with  respect  to the Marks and  Miller  Rights  and  products  covered by their
respective licenses, NICOLE MILLER shall mediate such dispute in good faith.

                           (i)      Whenever requested by KOBRA,  whether during
the  Licensed  Term or  thereafter,  SEL-LEB  shall  execute  such  documents or
applications as KOBRA may reasonably deem necessary to confirm KOBRA'S ownership
of the Marks and Miller  Rights,  to maintain the validity of the Marks,  and to
obtain, or maintain any registration thereof.

                                       15
<PAGE>


                           (ii)     SEL-LEB   shall   comply   with   reasonable
conditions set forth in writing from  time-to-time  by KOBRA with respect to the
style,  appearance and manner of use of the Marks.  All labels,  hangtags and/or
packaging  (hereinafter  collectively  "labeling" or "label(s)") and Promotional
Materials  bearing the Marks  shall  contain a notice or notices  acceptable  to
KOBRA,  in its reasonable  discretion,  identifying  the licensed use under this
Agreement  and the  proprietary  rights of KOBRA.  Nothing  herein shall require
SEL-LEB to cancel or amend  orders of Licensed  Products  not yet filled,  or to
dispose  of  inventory  already  received  from  manufacturers  of the  Licensed
Products, provided that KOBRA previously approved the samples for those Licensed
Products.

                           (iii)    In  the   event   the   Territory   includes
countries in which one or more of the Marks have not yet been registered,  KOBRA
has the right, but not the obligation,  to obtain trademark  registration of any
of the Marks in such countries.  KOBRA makes no  representation or warranty that
the Marks will be  registered  or are  registerable  in the  Territory,  and the
failure to obtain or maintain registrations thereof shall not be deemed a breach
hereof by KOBRA.

                  (B)      It is understood and agreed that SEL-LEB shall be the
sole and exclusive owner of all right, title and interest in and to the Property
Rights.  Nothing contained in this Agreement shall be construed as an assignment
from SEL-LEB to KOBRA or NICOLE MILLER of any right, title or interest in and to
the Property Rights  belonging to SEL-LEB,  other than those  expressly  granted
herein.  KOBRA and NICOLE  MILLER  recognize  the value of the  goodwill,  which
exists or will be developed in connection with the Licensed  Products,  and that
the Property Rights and all rights therein and the goodwill  pertaining  thereto
belong exclusively to the SEL-LEB.

                  (C)      SEL-LEB shall own, and KOBRA and NICOLE MILLER hereby
grant, all rights of every kind and nature in and to all results and proceeds of
KOBRA's  and NICOLE  MILLER's  services  hereunder,  worldwide,  in  perpetuity,
subject  to  the  limitations  provided  in  Section  3 of  this  Agreement.  In
connection therewith, KOBRA acknowledges that NICOLE MILLER's services hereunder
are specially  ordered and commissioned by SEL-LEB as a "work made for hire" for
the sole and exclusive benefit of SEL-LEB.

                  (D)      SPECIAL   RULES   FOR   LICENSED   PRODUCT   DESIGNS.
Notwithstanding  anything to the contrary  herein  contained,  any  intellectual
property rights attaching to the design of any product designed,  in whole or in
part,  by SEL-LEB or  designers  engaged by  SEL-LEB  shall be  considered,  for
purposes  of this  Agreement  "SEL-LEB  Designs",  and any  design  for  product
designed  exclusively  by NICOLE  MILLER,  which  SEL-LEB  offers as a  Licensed
Product, shall be considered, for purposes of this Agreement, "KOBRA Designs".

                                       16
<PAGE>


                           (i)      KOBRA agrees that it shall not  exploit,  or
permit any other person or entity to exploit, any KOBRA Designs other than under
this Agreement.

                           (ii)     SEL-LEB agrees that it shall not exploit any
SEL-LEB Designs other than under this Agreement.

                           (iii)    Within 30 days of the  expiration or earlier
termination of this  Agreement,  either party may elect,  by delivery of written
notice to the other party,  to purchase any one or more SEL-LEB  Designs  and/or
KOBRA Designs for exploitation other than under this Agreement.  The price shall
be equal to an amount  equal to ten (10)  times  the Net  Sales of such  SEL-LEB
Designs  and/or KOBRA Designs  elected to be purchased  during the  twelve-month
period prior to the date of the termination or expiration of this Agreement.  In
the event both  parties  hereto  desire to purchase  identical  SEL-LEB  Designs
and/or KOBRA Designs,  the party whose election notice is first delieverd to the
other party,  shall have the prior right to purchase such SEL-LEB Designs and/or
KOBRA Designs, provided such transaction is completed within thirty (30) days of
delivery of such election notice.

                           (iv)     This Section 9(d) shall  survive  expiration
or earlier termination of this Agreement.

         10.      RESTRICTIVE COVENANT.

                  (A)      Provided  KOBRA has not  exercised  its option for an
increased  royalty  pursuant  to  Section  6(f)  above,  during the term of this
Agreement  KOBRA agrees that it shall not provide the services of NICOLE  MILLER
to appear,  or otherwise suffer an appearance by NICOLE MILLER, on an Electronic
Retailers'  Programming  Services  in  the  United  States  or  in  any  foreign
jurisdiction  in which SEL-LEB has sold Licensed  Products under this Agreement,
for the purposes of promoting, marketing, or otherwise endorsing any products on
Electronic  Retailers'  Programming  Services,   other  than  Licensed  Products
hereunder;  PROVIDED,  HOWEVER,  the term of this  Agreement and for a period of
twelve (12) months following termination or expiration hereof, KOBRA agrees that
it will only provide the services of NICOLE  MILLER to appear,  for the purposes
of  promoting,  marketing,  otherwise  endorsing  products,  on  the  Electronic
Retailers'  Programming  Services of the Electronic  Retailer to whom SEL-LEB is
exclusively selling Licensed Products to at such time.

                  (B)      Provided  this  Agreement is not  terminated by KOBRA
without the right cure by SEL-LEB,  for a period of twelve (12) months following
expiration or earlier  termination  of this  Agreement,  KOBRA and NICOLE MILLER
agree  that  they  will not  promote,  market,  otherwise  endorse  directly  or
indirectly,  any Licensed Products, or any product which is competitive with the
Licensed Products, on Electronic Retailers' Programming Services.

                                       17
<PAGE>


                  (C)      KOBRA and NICOLE MILLER acknowledge that the services
and rights which they are  granting  SEL-LEB  hereunder  are  extraordinary  and
unique and cannot be replaced or adequately  compensated in money  damages,  and
any breach by KOBRA or NICOLE MILLER of this  Agreement  will cause  irreparable
injury to SEL-LEB. Therefore, KOBRA and NICOLE MILLER agree that in the event of
a breach of this Section 10,  SEL-LEB,  in addition to any other  remedies  that
might be available to it, shall be entitled,  in  additional to bringing suit at
law or  equity  for  money or  other  damages,  to  obtain  injunctive  or other
equitable  relief and,  where  appropriate,  prevent the violation of any of the
provisions of this Section 10,  prevent  NICOLE MILLER from  performing  similar
services for,  furnishing  material to or granting  conflicting rights to others
that are prohibited by this  Agreement.  In any action to enforce the provisions
of this Agreement, KOBRA and NICOLE MILLER shall waive the defense that there is
an adequate remedy at law or equity and agrees that SEL-LEB shall have the right
to obtain  injunctive or other equitable  relief without being required to prove
actual damages.

                  (D)      SEL-LEB  recognizes  that the Marks and Miller Rights
possess special,  unique and extraordinary  character,  which make difficult the
assessment of monetary damages which KOBRA might sustain by an unauthorized use.
Therefore,  SEL-LEB  agrees  that in the  event it should  Use the Marks  and/or
Miller Rights other than as expressly provided herein,  KOBRA and NICOLE MILLER,
in addition to any other  remedies  that might be  available  to them,  shall be
entitled,  in  additional  to bringing  suit at law or equity for money or other
damages,  to obtain injunctive or other equitable relief and, where appropriate,
prevent the further or continued  violation of the  provisions of this Agreement
concerning or limiting its Use of the Marks and Miller Rights.  In any action to
enforce any provision of this Agreement  concerning or limiting SEL-LEB's Use of
the Marks and/or Miller Rights, SEL-LEB shall waive the defense that there is an
adequate  remedy at law or equity and agrees that KOBRA and NICOLE  MILLER shall
have the right to obtain  injunctive  or other  equitable  relief  without being
required to prove actual damages.

         11.      INDEMNIFICATION.

                  (A)      KOBRA agrees to  indemnify,  defend and hold harmless
SEL-LEB,  its  successors  and  assigns,  and any entity  owning or  controlling
SEL-LEB  and its  officers,  directors,  employees,  agents and  representatives
(hereinafter  individually or collectively  referred to as "SEL-LEB Corporate"),
from all demands,  claims,  actions, or causes of action,  assessments,  losses,
damages,  liabilities,   costs  and  expenses,  including,  without  limitation,
interest,  penalties and court costs  (including  attorneys' fees and expenses),
asserted against, resulting to or incurred, directly or indirectly, with respect
to: (i) any failure by NICOLE MILLER to perform any of it obligations under this
Agreement,  (ii) any words  spoken or acts done by NICOLE  MILLER in  connection
with any live  appearance  under  this  Agreement  (other  than as  directed  or
instructed by SEL-LEB or any of its respective  employees or agents),  and (iii)
any violation or infringement (or alleged violation

                                       18
<PAGE>


or infringement) of any third party's copyright,  trademark, trade name, license
or other similar intangible  property rights resulting from SEL-LEB's Use of the
Marks and/or Miller Rights in  compliance  with all the terms and  conditions of
this Agreement Marks and/or Miller Rights licensed by KOBRA to SEL-LEB under the
terms of this Agreement.

                  (B)      SEL-LEB agrees to indemnify, defend and hold harmless
KOBRA,  its successors and assigns,  and any entity owning or controlling  KOBRA
and its  owners,  officers,  directors,  employees,  agents and  representatives
(hereinafter individually or collectively referred to as "KOBRA Corporate") from
all demands, claims, actions or causes of action, assessments,  losses, damages,
liabilities,  costs  and  expenses,  including  without  limitation,   interest,
penalties and court costs  (including  attorneys'  fees and expenses),  asserted
against,  resulting to or incurred by KOBRA and/or KOBRA Corporate,  directly or
indirectly,  with  respect  to: (i) any failure by SEL-LEB to perform any of its
obligations  under  this  Agreement,  (ii) any  mismarkings  or  defects  in the
Licensed  Products  manufactured and sold by SEL-LEB,  (iii) any words spoken or
acts  done by  KOBRA  and/or  NICOLE  MILLER  at the  direction  of  SEL-LEB  in
connection  with  any  live  appearances  under  this  Agreement,  and  (iv) any
violation or infringement  (or alleged  violation or  infringement) of any third
party's  copyright,  trademark,  trade name, license or other similar intangible
property rights provided to KOBRA by SEL-LEB under the terms of this Agreement.

                  (C)      An Indemnified Party shall give prompt written notice
to  the  Indemnifying  Party  of  any  claim,  suit  or  action  to  which  said
indemnification  may relate.  The Indemnifying  Party may not settle, or appeal,
any claim,  suit or action or otherwise  compromise  such claim,  suit or action
without the  Indemnified  Party's  prior  written  approval,  which shall not be
unreasonably withheld. The Indemnified Party, at its own expense, shall have the
right to participate in the defense of any claims,  suits, or actions. The above
indemnities  are and will be deemed and construed to be  continuing  indemnities
and will survive for a period of five (5) years  following  the  termination  or
expiration of this Agreement.

         12.      INFRINGEMENT.

                  SEL-LEB   shall  notify  KOBRA   promptly  of  any  actual  or
threatened infringements,  imitations, or unauthorized use of the Marks by third
parties of which SEL-LEB becomes aware. KOBRA shall have the sole right, but not
the  obligation,  at its  expense,  to bring any  action on  account of any such
infringements,  imitations or unauthorized use, and SEL-LEB shall cooperate with
KOBRA, at KOBRA'S expense,  as KOBRA may reasonably  request, in connection with
any such  action  brought by KOBRA.  KOBRA  shall  retain  any and all  damages,
settlement  and/or  compensation paid in connection with any such action brought
by KOBRA.

                                       19
<PAGE>


         13.      CONFIDENTIALITY.

                  (A)      As of the  date of  this  Agreement,  a  confidential
relationship  shall arise and exist between the parties.  During the term hereof
and for three (3) years  following the expiration of the term of this Agreement,
each  party  shall  hold  (and  shall   require  its   agents,   employees   and
representatives  to  hold)  in  confidence  any  Confidential   Information  (as
hereinafter  defined)  disclosed to them by the other party or any of such other
parties, officers,  directors,  employees,  agents,  subsidiaries or affiliates.
Without  limiting the generality of the foregoing,  the parties shall be under a
continuing non-delegable duty not to disclose, directly or indirectly, or permit
the disclosure,  directly or indirectly, of such Confidential Information to any
third  party,  and not to knowingly  use or permit the use of such  Confidential
Information for a purpose not covered by this Agreement.  Each party may however
disclose the terms of this Agreement to their accountants,  attorneys,  business
advisors or others who have a legitimate  reason to know. Such individuals shall
be fully advised as to the confidential  nature of the information that is being
disclosed and agree to maintain such confidentiality.

                  (B)      For   purposes  of  this   Agreement,   "Confidential
Information"   means  all   information   relating  to  each  party's  (and  its
affiliates')   existing  and  proposed   business(es)  which  they  deem  to  be
proprietary and confidential,  including without  limitation,  the terms of this
Agreement,   all  technology,   trade  secrets,   product   formulas  or  design
specifications,  packaging designs,  procedures,  formats, data, customer lists,
market research,  market  strategies and the like whether  disclosed  orally, in
writing  or by  inspection.  Notwithstanding  anything  to the  contrary  herein
stated, the provisions of the Uniform Trade Secrets Act ("UTSA") shall govern.

                  (C)      In the event  either  party  (or any of such  party's
officers, directors, employees, agents or representatives,  to whom Confidential
Information  is  disclosed)  breaches  this Section 13, the other party shall be
entitled to bring suit to recover any and all damages that may be sustained and,
in  addition,  shall be entitled to specific  performance  and/or a temporary or
permanent  injunction  prohibiting  and enjoining the further  violation of this
Agreement.  The  enumeration on any remedy or remedies  herein shall not prevent
the  non-breaching  party from obtaining other damages or remedies  allowable or
available to it under the law.

                  (D)      The  provisions  of this  Section  13 shall not apply
with respect to any information or concepts which are or become  generally known
or available in the parties' trade through no fault of the other party, or which
have entered or  subsequently  enter the public  domain  through no fault of the
other party.

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<PAGE>


         14.      COMMISSIONS OR OTHER FEES.

                  (A)      KOBRA represents that KOBRA has not used the services
of or incurred any obligations to an agent, broker, or finder in connection with
the transactions  contemplated by this Agreement. If KOBRA has used the services
of or incurred any obligations to an agent broker or finder, then KOBRA shall be
liable to such person and SEL-LEB  shall be under no  obligation  for payment to
such person on account of this Agreement.

                  (B)      SEL-LEB  shall be liable  to any  agent,  broker,  or
finder it has engaged in connection with the  transactions  contemplated by this
Agreement and KOBRA shall be under no  obligation  for payment to such person on
account of this Agreement.

         15.      INDEPENDENT CONTRACTOR STATUS.

                  (A)      KOBRA agrees that KOBRA is an independent  contractor
of SEL-LEB;  that any and all contracts of employment  made by KOBRA and any and
all other contracts which may be made on behalf of KOBRA,  for and in connection
with KOBRA's and NICOLE MILLER's performance under this Agreement, shall be made
by KOBRA as principal  and not as an agent of SEL-LEB;  and that KOBRA will make
full payment of  compensation  and other amounts  payable in connection with any
matter on NICOLE MILLER's part to be performed under any such arrangement.

                  (B)      SEL-LEB   agrees  that  SEL-LEB  is  an   independent
contractor of KOBRA;  that any and all  contracts of employment  made by SEL-LEB
and any and all other contracts which may be made on behalf of SEL-LEB,  for and
in connection with SEL-LEB's performance under this Agreement,  shall be made by
SEL-LEB as principal and not as an agent of KOBRA.

         16.      ATTORNEYS' FEES.

                  If any litigation or other  proceeding is commenced to enforce
any provision of this  Agreement or to seek a  declaration  of the rights of the
parties  hereunder,  the prevailing  party shall be entitled to recover from the
non-prevailing party its reasonable costs,  expenses and attorneys fees incurred
in connection with such litigation or proceeding.

         17.      WAIVER.

                  No waiver,  delay,  omission or  forbearance in exercising any
right,  option,  duty or power under this  Agreement  shall affect or impair any
party's  rights in respect of any default or breach of any of the  provisions of
this  Agreement or any  subsequent  default or breach of the same or a different
kind.

                                       21
<PAGE>


         18.      BINDING EFFECT; NON-ASSIGNABILITY.

                  This Agreement is binding on the parties and their  respective
executors,  administrators, legal representatives and successors. This Agreement
and the  respective  duties  and  responsibilities  of KOBRA and  NICOLE  MILLER
hereunder are not assignable,  in whole or in part. SEL-LEB shall have the right
to assign this Agreement to any person acquiring all or a significant portion of
the assets of SEL-LEB or to a subsidiary or affiliated  company in which SEL-LEB
shall have a controlling  interest,  provided that notice of such  assignment is
given to KOBRA. Notwithstanding anything to the contrary contained herein, KOBRA
may  assign  its rights to collect  revenues  hereunder  to an entity  owned and
controlled by NICOLE MILLER, provided (i) that such entity agrees to be bound by
the  restrictions  contained  herein;  and (ii) KOBRA  obtains the prior written
consent of SEL-LEB, which shall not be unreasonably withheld or delayed.

         19.      CAPTIONS.

                  The captions for the various  provisions of this Agreement are
provided for convenience of reference only and shall not be used in interpreting
any such provision.

         20.      NOTICES.

                  All  notices or other  communications  required  or  permitted
under this Agreement  shall be in writing and shall be deemed to have been given
on the date of delivery, if personally delivered,  or one (1) business day after
the date of  deposit,  if sent by private  overnight  express  carrier,  such as
Federal  Express,  next business day  delivery,  or five (5) business days after
having been  mailed  postage  prepaid to the  recipient  party by United  States
registered or certified mail, and, in each a case, addressed as follows:

         If to SEL-LEB:                     Sel-Leb Marketing, Inc.
                                            495 River Street
                                            Paterson, New Jersey 07524

                                            Attn:
                                                 ------------------------------

         with a copy to:                    Seth P. Markowitz, Esq.
                                            Markowitz & Roshco, LLP
                                            530 Fifth Avenue, 23rd Floor
                                            New York, New York 10036

                                       22
<PAGE>


         If to KOBRA:                        KOBRA INTERNATIONAL, LTD.
                                             525 Fifth Avenue
                                             New York, New York 10018

                                             Attn:  Shari Grossman

         with a copy to:                     Randy Friedberg, Esq.
                                             Olshan Grundman, et al
                                             505 Park Avenue
                                             New York, New York 10022

or to such address for a party set forth in a notice given to the other party in
accordance  with this Section 18,  provided,  however,  that notice given in any
other manner shall be deemed  effective upon receipt by the recipient.  Delivery
of the copies shall not be necessary for effective notice.

         21.      GOVERNING LAW.

                  This  Agreement and the legal  relationship  among the parties
shall be governed by and construed in  accordance  with the internal laws of the
State of New York, without regard to conflicts of law principles.

         22.      ARBITRATION.

                  Any  controversy or claim arising under or in relation to this
Agreement,  or the breach thereof, or the relations between SEL-LEB and KOBRA or
SEL-LEB and NICOLE MILLER (excluding  disputes falling within Section 10, above)
shall be settled by  arbitration  by a panel of three  arbitrators  (unless  the
amount in dispute is less than Twenty-Five  Thousand Dollars  ($25,000) in which
case  there  shall be only one  arbitrator)  in the City of New York,  New York,
administered by the American  Arbitration  Association under the then applicable
General  Arbitration Rules of the Council of the Textiles and Apparel Industries
(or if said Rules no longer exist,  then the equivalent  applicable  arbitration
rules  generally  accepted by the apparel  industry),  and judgment on the award
rendered by the  arbitrator(s)  may be entered in any court having  jurisdiction
thereof; PROVIDED, HOWEVER, that the arbitrator(s) shall be bound by the laws of
the  State of New  York  and,  regarding  any  questions  related  thereto,  the
trademark  statutes of the United States of America,  and shall have no power to
extend this Agreement beyond its termination date, nor to order reinstatement or
other continuation of the parties' relationship after termination,  nor to award
punitive, consequential,  multiple, incidental or any other damages in excess of
the economic  damages actually  sustained by the claimant.  If, and only if, the
arbitrator(s)  shall  determine that either party's  position in arbitration was
not maintained in good

                                       23
<PAGE>


faith, then the arbitrators shall award the other party a reasonable  attorney's
fee. The choice of law  governing  any and all  questions  and issues in any way
related to this Agreement,  except as set forth in the foregoing sentence) shall
be the laws of the State of New York and the  trademark  statutes  of the United
States of America.

         23.      SEVERABILITY.

                  If any provision is declared  invalid or otherwise  determined
to be  unenforceable  for any  reason,  such  provision  shall be  deemed  to be
severable from the remaining  provisions,  which shall otherwise  remain in full
force and effect.

         24.      ENTIRE AGREEMENT; AMENDMENT & MODIFICATION.

                  This  Agreement  sets  forth  the  entire   understanding  and
agreement  of the parties  with respect to the subject  matter  covered  herein,
superseding all prior and contemporaneous understandings and agreements, whether
oral or written.  This  Agreement  may not be  modified  or amended  except by a
written instrument executed by both parties.

         25.      FORCE MAJEURE.

                  Except with respect to obligations to make payments hereunder,
neither  party  shall be liable for delays,  defaults  or failures in  rendering
performance  hereunder  if such  delays,  defaults or failures are the result of
fire, flood, earthquake, or similar catastrophe;  civil commotion, strike, labor
dispute, or embargo; lack or failure of transportation  facilities,  shortage of
suitable parts, materials,  or labor, or any law, proclamation,  or order of any
governmental  agency; or any other event beyond such party's reasonable control,
including but not limited to any delay caused by the other party.

         26.      DESIGN AND MANUFACTURE OF LICENSED PRODUCTS; QUALITY CONTROL.

                  (A)      The contents and workmanship of Licensed Products and
Promotional  Materials shall at all times be of the highest quality and Licensed
Products  shall be  distributed  and sold with  packaging  and  sales  promotion
materials appropriate for highest quality Licensed Products.

                  (B)      Any and all  Uses  and  manufacture  of the  Licensed
Products shall be in compliance  with all necessary  governmental  approvals and
all applicable laws, rules and regulations, including, but not limited to, Title
29, section 212 of the United States Code and the Magnuson-Moss  Warranty Act as
to express and implied  warranties.  SEL-LEB  shall  pretest  all  proposed  and
approved  Licensed  Products and shall cause truthful  labeling  regarding care,

                                       24
<PAGE>


maintenance,  and use to be affixed  to the  Licensed  Products,  along with any
other  disclosures  required by law or reasonably  required by KOBRA (including,
but not limited to,  copyright  and trademark  ownership  notices which shall be
included  with any Use of the Marks at all times,  the legend  "Manufactured  by
[name of SEL-LEB]  under  license from Nicole  Miller" on all Licensed  Products
[hangtags,  labels or packaging  as  appropriate]  to disclose the  relationship
established by this Agreement,  and any legally required  Magnuson-Moss warranty
notices clearly  identifying  SEL-LEB as responsible for the warranty).  SEL-LEB
shall  immediately  inform  KOBRA in writing of any  material  complaint  by any
consumer or governmental body relevant to the Licensed Products,  and the status
and resolution  thereof.  SEL-LEB shall move  expeditiously  to resolve any such
complaint.

                  (C)      Licensed Products may only be manufactured by SEL-LEB
at a  facility  it does not own or lease if and only if it  notifies  KOBRA that
such third-party  manufacturer  shall be retained,  and further submits to KOBRA
such information, specifications and samples as KOBRA reasonably. KOBRA reserves
the right to reject,  in the  exercise of its  reasonable  discretion,  any such
third-party  manufacturer.  KOBRA may  demand  that  SEL-LEB  impose  reasonable
restrictions  on such  third-party  manufacturers  of  products  relating to the
Marks,  including,  but not limited to, having such  manufacturers and their key
production  managers execute  confidentiality  and  anti-pirating  agreements in
connection with same. Any Licensed  Product caused by SEL-LEB to be manufactured
outside the United  States  shall be imported  into the United  States under the
name of SEL-LEB and only SEL-LEB. Any and all Licensed Products imported under a
name  other  than  that of  SEL-LEB  shall be  deemed  counterfeit  by KOBRA and
SEL-LEB,  and may be so  represented  to U.S.  Customs  Service  and  prosecuted
accordingly.  In order to prevent the  importation of  counterfeit  merchandise,
SEL-LEB shall use a customs broker for all Licensed  Merchandise  imported under
this Agreement. SEL-LEB shall promptly notify KOBRA of the identity of each such
customs  broker  as  SEL-LEB  shall use from  time to time  during  the Term for
Licensed Merchandise imported hereunder.  KOBRA shall not be liable for any acts
of or transactions  with said broker.  SEL-LEB agrees that it will not engage in
"unlawful  transshipment"  of  merchandise,  as that term is defined by the U.S.
Customs  Service,  or  utilize  manufacturers  that  engage  in  such  "unlawful
transshipment." SEL-LEB further agrees that all merchandise manufactured outside
the United States will have labels permanently  affixed thereto that reflect the
actual "country of origin" as that term is defined by the U.S. Custom Service.

         27.      APPOINTMENT OF REPRESENTATIVES.

                  KOBRA  shall  have the right at any time to appoint in writing
an authorized representative or representatives who shall be empowered to act on
behalf of the KOBRA with regard to any matter  pertaining to this Agreement.  It
is understood that such appointment  shall be strictly limited to the provisions
of the written  appointment,  that the  representative  shall have no


                                       25
<PAGE>


authority beyond the scope of such appointment,  and that SEL-LEB shall act only
in accordance with such written appointment.

         28.      SAMPLES.

                  Upon  request,  SEL-LEB  shall  furnish to KOBRA a  reasonable
number of samples of each such Licensed Product, for use by KOBRA's salespeople,
in its showroom,  in catalogues,  and in fashion and design shows. In connection
with any such use by KOBRA,  SEL-LEB  shall  receive  such  credit,  as it shall
reasonably specify from time-to-time.

         29.      SALES OF LICENSED PRODUCT TO KOBRA.

                  Sales  of  Licensed   Products   by  SEL-LEB  to  KOBRA,   its
subsidiaries,  licensees or affiliates shall at listed wholesale rates, with the
most favorable discounts, rebates and terms available to third parties. Further,
at the close of each season  during the Licensed Term KOBRA,  its  subsidiaries,
licensees  and  affiliates  shall have the right to exchange  Licensed  Products
originally purchased for retail sale for other Licensed Products.

         30.      CONSTRUCTION.

                  This Agreement's terms and conditions were freely  negotiated.
SEL-LEB  drafted the Agreement for the convenience of the parties only. As such,
the language shall be interpreted without regard to any rule, law or presumption
requiring the language to be construed, interpreted or applied against SEL-LEB.

         31.      USE OF COUNSEL.

                  The parties  hereto  represent  that they have each  consulted
with  counsel of their own  choosing  in  connection  with the  negotiation  and
execution of this agreement or have knowingly chosen not to do so.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date and year first written above.

SEL-LEB MARKETING, INC.                 KOBRA INTERNATIONAL, LTD.


BY: /s/ Hal Markowitz                   BY: /s/ Robert Konheim
   ----------------------------------      -------------------------------------
NAME:   Hal Markowitz                   NAME:   Robert Konheim
TITLE:  Chairman of the Board           TITLE:  President

                                       26
<PAGE>


                          UNDERTAKING BY NICOLE MILLER:

         TO INDUCE SEL-LEB MARKETING, INC. TO ENTER INTO THE FOREGOING AGREEMENT
WITH KOBRA, I ACKNOWLEDGE THAT I HAVE READ THE FOREGOING  AGREEMENT AND I HEREBY
APPROVE ITS TERMS.  FURTHER, I AGREE TO PERFORM THE OBLIGATIONS AND ABIDE BY THE
RESTRICTIONS  CONTAINED  THEREIN WHICH ARE APPLICABLE TO ME SPECIFICALLY,  THOSE
CONTAINED  IN  SECTIONS  2, 3, 8, 9, 10,  13,  AND 15. I CONFIRM  THAT  KOBRA IS
AUTHORIZED  AND EMPOWERED TO ACT ON MY BEHALF IN  CONNECTION  WITH THE FOREGOING
AGREEMENT  AND THAT ANY  COMPENSATION  DUE ME FOR MY  SERVICES  TO BE  PERFORMED
HEREUNDER IS SOLELY THE  RESPONSIBILITY  OF KOBRA AND NOT OF SEL-LEB  MARKETING,
INC.



                                    /s/ Nicole Miller
                                    ---------------------------
                                    NICOLE MILLER, INDIVIDUALLY


                                       27