Exhibit 10.1

         THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
         INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY NOT BE SOLD OR
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
         THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS. THIS
         WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF
         EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT, AND NO SALE,
         ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS WARRANT SHALL BE
         VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN
         COMPLIED WITH.


                                                  Date of Issuance: June 7, 2005

                                  CANDIES, INC.
                             Stock Purchase Warrant
                            (Void after June 8, 2015)

         Candies, Inc., a Delaware corporation (the "Company"), for value
received, hereby certifies and agrees that UCC Consulting Corporation or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
on or after the date hereof (the "Date of Issuance") and on or before the tenth
(10th) anniversary of the Date of Issuance but not later than 5:00 p.m. New York
time (such date and time, the "Expiration Time"), up to One Million (1,000,000)
duly authorized, validly issued, fully paid and nonassessable shares of the
Company's common stock, $0.001 par value per share (the "Common Stock") at an
initial exercise price equal to $5.98 (five dollars and ninety-eight cents) per
share, subject to adjustment in certain cases as described herein. The shares
purchasable upon exercise of this Warrant, and the purchase price per share, are
hereinafter referred to as the "Warrant Shares" and the "Exercise Price,"
respectively. The term "Warrant" as used herein shall include this Warrant and
any other warrants delivered in substitution or exchange therefor, as provided
herein. The Warrant Shares shall vest as follows: (a) 333,334 Warrant Shares
(the "First Tranche") upon consummation of the first acquisition of a Target (as
such term is defined in that certain investment banking agreement dated as of
even date herewith between the Company and UCC Consulting Corporation (the "IB
Agreement")), (b) 333,333 Warrant Shares (the "Second Tranche") upon
consummation of the second acquisition of a Target and (c) 333,333 Warrant
Shares (the "Third Tranche") upon consummation of the third acquisition of a
Target, provided, however, no such vesting shall occur with respect to a Minor
Acquisition (as such term is defined in IB Agreement).

                                       1
<PAGE>

1. Exercise.

1.1      Method of Exercise.

(a)      This Warrant may be exercised by the Registered Holder, in whole or in
         part, by surrendering this Warrant, with a Notice of Exercise in the
         form of Annex A hereto (the "Notice of Exercise") duly executed by such
         Registered Holder or by such Registered Holder's duly authorized
         attorney, at the principal office of the Company set forth on the
         signature page hereto, or at such other office or agency as the Company
         may designate in writing (the "Company's Office"), accompanied by
         payment in full, in lawful money of the United States, of the Exercise
         Price payable in respect of the number of shares of Warrant Shares
         purchased upon such exercise.


(b)      Each exercise of this Warrant shall be deemed to have been effected
         immediately prior to the close of business on the day on which the
         Company receives at the Company's Office the Warrant together with the
         appropriate completed Notice of Exercise. At such time, the person or
         persons in whose name or names any certificates for Warrant Shares
         shall be issuable upon such exercise as provided in Section 1.1(c)
         hereof shall be deemed to have become the holder or holders of record
         of the Warrant Shares represented by such certificates.


(c)      As soon as practicable after the exercise of this Warrant, in full or
         in part, and in any event within ten (10) days thereafter, the Company,
         at its expense, will cause to be issued in the name of, and delivered
         to, the Registered Holder, or as such Registered Holder (upon payment
         by such Registered Holder of any applicable transfer taxes) may direct:

(i)      a certificate or certificates for the number of full Warrant Shares to
         which such Registered Holder shall be entitled upon such exercise plus,
         in lieu of any fractional share to which such Registered Holder would
         otherwise be entitled, cash in an amount determined pursuant to Section
         3 hereof; and

(ii)     in case such exercise is in part only, a new Warrant or Warrants (dated
         the date hereof) of like tenor, representing in the aggregate the
         balance of the Warrant Shares that may be purchased thereunder.

1.2      Exercise by Surrender of Warrant. In addition to the method of payment
         set forth in Section 1.1 and in lieu of any cash payment required
         thereunder, the Warrant may be exercised by surrendering the Warrant in
         the manner specified in this Section 1.2, together with irrevocable
         instructions to the Company to issue in exchange for the Warrant the
         number of shares of Common Stock equal to the product of (x) the number
         of shares of Common Stock underlying the Warrants multiplied by (y) a
         fraction, the numerator of which is the Market Value (as defined below)
         of the Common Stock less the Exercise Price and the denominator of
         which is such Market Value. As used herein, the phrase "Market Value"
         at any date shall be deemed to be (i) the last reported sale price on
         the day prior to such date, or (ii) in case no such reported sale takes
         place on such day, the average of the last reported sale prices for the
         last three (3) trading days, in either case as (a) officially reported


                                       2
<PAGE>

         by the principal securities exchange on which the Common Stock is
         listed or admitted to trading or as reported in the Nasdaq National
         Market System, or, (b) if the Common Stock is not listed or admitted to
         trading on any national securities exchange or quoted on the Nasdaq
         National Market System, the closing sale price as furnished by (i) the
         National Association of Securities Dealers, Inc. through Nasdaq or (ii)
         similar organization if Nasdaq is no longer reporting such information,
         or (c) if such information is no longer reported by NASDAQ or similar
         organization, the fair market value of the Common Stock as determined
         in good faith by resolution of the Board of Directors of the Company,
         based on the best information available to it, but in the case of any
         such determination made under this clause (c), in no event less than
         the greater of (x) the per share Common Stock price of the last sale or
         issuance by the Company or (y) the last closing sale price as available
         under clause (a) or (b) above prior to such date.

2. Shares to be Fully Paid; Reservation of Shares. The Company covenants and
agrees that all shares of Common Stock which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance by the Company, be
validly issued, fully paid and nonassessable, and free from preemptive rights
and free from all taxes, liens and charges with respect thereto (other than any
lien which may be imposed by the Registered Holder(s) of the Warrants). The
Company further covenants and agrees that, from and after the Date of Issuance
and during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserve, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.

3. Fractional Shares. The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the Market Value for each fractional share of
the Company's Common Stock which would be issuable upon exercise of this
Warrant.

4. Requirements for Transfer.

4.1      Warrant Register. The Company will maintain a register (the "Warrant
         Register") containing the names and addresses of the Registered Holder
         or Registered Holders. Any Registered Holder of this Warrant or any
         portion thereof may change its address as shown on the Warrant Register
         by written notice to the Company requesting such change, and the
         Company shall promptly make such change. Until this Warrant is
         transferred on the Warrant Register of the Company, the Company may
         treat the Registered Holder as shown on the Warrant Register as the
         absolute owner of this Warrant for all purposes, notwithstanding any
         notice to the contrary; provided, however, that if and when this
         Warrant is properly assigned in blank, the Company may, but shall not
         be obligated to, treat the bearer hereof as the absolute owner hereof
         for all purposes, notwithstanding any notice to the contrary.

4.2      Warrant Agent. The Company may, by written notice to the Registered
         Holder, appoint an agent for the purpose of maintaining the Warrant
         Register referred to in Section 4.1 hereof, issuing the Common Stock
         issuable upon the exercise of this Warrant, exchanging this Warrant,
         replacing this Warrant or any or all of the foregoing. Thereafter, any
         such registration, issuance, exchange, or replacement, as the case may
         be, may be made at the office of such agent.

                                       3
<PAGE>

4.3      Transfer. This Warrant is transferable only with the prior written
         consent of the Company; provided, however, the Registered Holder may
         transfer the Warrant to any employee or other "affiliated person," as
         such term is defined in the Securities Exchange Act of 1934, as
         amended, of the Registered Holder without the consent of the Company.
         Neither this Warrant nor any rights hereunder may be transferred unless
         the Company receives from the Registered Holder such documents and
         representations as the Company may request to assure that the proposed
         transfer complies with applicable state and federal securities laws and
         the regulations of any stock exchange or quotation medium on which the
         Common Stock is listed for trading. Subject to the provisions of this
         Section 4, this Warrant and all rights hereunder are transferable, in
         whole or in part, upon the surrender of this Warrant with a properly
         executed Assignment Form in substantially the form attached hereto as
         Annex B (the "Assignment") at the principal office of the Company.

4.4      Exchange of Warrant Upon a Transfer.  On surrender of this Warrant for
         exchange,  properly endorsed on the Assignment and subject to the
         provisions of this Warrant and with the limitations on assignments and
         transfers as contained in this Section 4, the Company at its expense
         shall issue to or on the order of the Registered Holder a new warrant
         or warrants of like tenor, in the name of the Registered Holder or as
         the Registered Holder (on payment by the Registered Holder of any
         applicable transfer taxes) may direct, for the number of shares
         issuable upon exercise hereof.

5         Investment  Representation  and  Legend.  The  Registered  Holder,  by
          acceptance  of this  Warrant,  represents  and warrants to the Company
          that the holder is  acquiring  the  Warrant  for its own  account  for
          investment  purposes  and  not  with a view  toward  the  distribution
          thereof.  Unless the  offering  and sale of the  Warrant  Shares to be
          issued upon the  particular  exercise  of the Warrant  shall have been
          effectively  registered under the 1933 Act, the Company shall be under
          no  obligation  to issue the Warrant  Shares  covered by such exercise
          unless and until the Registered Holder who exercises the Warrant shall
          provide  the  Company  with such  information  that it may  reasonably
          request to satisfy itself that the issuance of the Warrant Shares upon
          exercise of the Warrant complies with an applicable  federal and state
          securities laws,  including,  but not limited to, a representation  by
          such Registered  Holder to the Company,  at the time of such exercise,
          that such person or entity is acquiring such Warrant Shares for his or
          her or its own account,  for investment and not with a view to, or for
          sale in connection  with, the distribution of any such Warrant Shares,
          in which event the person acquiring such Warrant Shares shall be bound
          by the provisions of a legend,  substantially as follows,  which shall
          be endorsed  upon the  certificate(s)  evidencing  the Warrant  Shares
          issued pursuant to such exercise:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Securities Act"). Such shares may not be sold, transferred or
                  otherwise disposed of unless they have first been registered
                  under the Act or, unless, in the opinion of counsel
                  satisfactory to the Company's counsel, such registration is
                  not required."

                                       4
<PAGE>

6. Adjustment of Exercise Price.

6.1      Adjustment. If at any time after the date of grant of this Warrant the
         Company shall engage in a split-up, subdivision or combination or
         exchange of its Common Stock, then the number of shares covered by this
         Warrant and the Exercise Price shall be proportionately adjusted for
         any such change by the Board of Directors of the Company, whose
         determination shall be conclusive.

6.2      Dividend or Distribution. If the Company shall pay a dividend with
         respect to the Common Stock or make any other distribution with respect
         to the Common Stock, except any distribution specifically provided for
         in this Section 6, payable in shares of Common Stock, then the Exercise
         Price shall be adjusted, from and after the date of determination of
         the stockholders entitled to receive such dividend or distribution, to
         that price determined by multiplying the Exercise Price in effect
         immediately prior to such date of determination by a fraction (i) the
         numerator of which shall be the total number of shares of Common Stock
         outstanding immediately prior to such dividend or distribution, and
         (ii) the denominator of which shall be the total number of shares of
         Common Stock outstanding immediately after such dividend or
         distribution.

6.3      Reclassification, Merger, etc. In the case of any reclassification of
         the Common Stock or in the case of any consolidation or merger of the
         Company with or into another corporation (other than a merger with
         another corporation in which the Company is the surviving corporation
         and which does not result in any reclassification of the Common Stock)
         or in the case of any sale of all or substantially all of the assets of
         the Company, then the Company, or such successor or purchasing
         corporation, as the case may be, shall execute a new Warrant
         Certificate, providing that the Holder shall have the right to exercise
         such new warrant (the "New Warrant") and upon such exercise to receive,
         in lieu of each share of Common Stock theretofore issuable upon
         exercise of this Warrant, the number and kind of shares of stock, other
         securities, money or property receivable upon such reclassification,
         change, consolidation or merger by a holder of shares of the Common
         Stock with respect to one share of Common Stock. Such New Warrant
         certificate shall provide for adjustments which shall be as nearly
         equivalent as may be practicable to the adjustments provided for
         herein. The provisions of this Section 6.3 shall similarly apply to
         successive reclassifications, changes, consolidations or mergers.

     6.4  Notice of Adjustment.  Upon the occurrence of any event which requires
          any adjustment of the Exercise  Price,  then and in each such case the
          Company  shall give notice  thereof to the  Registered  Holder,  which
          notice shall state the Exercise Price  resulting from such  adjustment
          and the increase or decrease,  if any, in the number of Warrant Shares
          purchasable at such price upon  exercise,  setting forth in reasonable
          detail  the  method of  calculation  and the  facts  upon  which  such
          calculation is based.

                                       5
<PAGE>

     6.5  Adjustment  in  Number of  Securities.  Upon  each  adjustment  of the
          Exercise  Price  pursuant  to the  provisions  of this  Section 6, the
          number of securities  issuable upon the exercise of each Warrant shall
          be adjusted to the nearest full amount by  multiplying  a number equal
          to the Exercise Price in effect  immediately  prior to such adjustment
          by the number of Warrant Shares issuable upon exercise of the Warrants
          immediately  prior to such  adjustment  and  dividing  the  product so
          obtained by the adjusted Exercise Price.

7. Notices of Record Date, Etc. In case the Company shall take a record of the
  holders of its Common Stock (or other stock or securities at the time
  deliverable upon the exercise of this Warrant) for the purpose of entitling or
  enabling them to receive any dividend or other distribution, or to receive any
  right to subscribe for or purchase any shares of stock of any class or any
  other securities, or to receive any other right; or of any capital
  reorganization of the Company, any reclassification of the capital stock of
  the Company, any consolidation or merger of the Company with or into another
  corporation (other than a consolidation or merger in which the Company is the
  surviving entity), or any transfer of all or substantially all of the assets
  of the Company; or of the voluntary or involuntary dissolution, liquidation or
  winding-up of the Company, then, and in each such case, the Company will mail
  or cause to be mailed to the Registered Holder of this Warrant a notice
  specifying, as the case may be, (i) the date on which a record is to be taken
  for the purpose of such dividend, distribution or right, and stating the
  amount and character of such dividend, distribution or right, or (ii) the
  effective date on which such reorganization, reclassification, consolidation,
  merger, transfer, dissolution, liquidation or winding-up is to take place, and
  the time, if any is to be fixed, as of which the holders of record of Common
  Stock (or such other stock or securities at the time deliverable upon the
  exercise of this Warrant) shall be entitled to exchange their shares of Common
  Stock (or such other stock or securities) for securities or other property
  deliverable upon such reorganization, reclassification, consolidation, merger,
  transfer, dissolution, liquidation or winding-up. Such notice shall be mailed
  at least ten (10) days prior to the record date or effective date for the
  event specified in such notice unless such prior notice is waived by the
  Registered Holder. Failure by the Company to give such notice or any defect
  therein shall not affect the validity of any action taken by the Company in
  connection with the declaration or payment of any such dividend or
  distribution, or the issuance of any subscription or other rights, or any
  proposed reorganization, reclassification, consolidation, merger, transfer,
  liquidation, dissolution or winding up or other corporate action referred to
  in this Section 7; provided, however, in the event of failure to give notice
  or any defect therein, the Registered Holder shall not waive any rights he
  would have otherwise had had timely notice been given.

8. No Rights of Stockholders. Subject to other Sections of this Warrant, the
  Registered Holder shall not be entitled to vote, to receive dividends or
  subscription rights, nor shall anything contained herein be construed to
  confer upon the Registered Holder, as such, any of the rights of a stockholder
  of the Company, including, without limitation, any right to vote for the
  election of directors or upon any matter submitted to stockholders, to give or
  withhold consent to any corporate action (whether upon any recapitalization,
  issuance of stock, reclassification of stock, change of par value or change of
  stock to no par value, consolidation, merger, conveyance, or otherwise), to
  receive notices, or otherwise, until the Warrant shall have been exercised as
  provided herein.

                                       6
<PAGE>

9. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to
  the Company of the loss, theft, destruction or mutilation of this Warrant and
  (in the case of loss, theft or destruction) upon delivery of an indemnity
  agreement reasonably satisfactory to the Company, or (in the case of
  mutilation) upon surrender and cancellation of this Warrant, the Company will
  issue, in lieu thereof, a new Warrant of like tenor.

10. Registration Rights.

10.1     Demand Registration.

                                     (a) Upon the vesting of the First Tranche
                  (the "Trigger Date"), the Registered Holders of at least a
                  majority of the Registrable Securities may deliver a written
                  request to the Company requesting that the Company file, on
                  one (1) occasion, a registration statement under the Act
                  covering the registration of the Registrable Securities (as
                  hereinafter defined); provided, however, that (i) the Company
                  shall not be obligated to effect any such registration
                  pursuant to this Section 10.1 if Form S-3 is not available for
                  such offering by the Registered Holders and (ii) the Company
                  shall not be required to enter into any underwriting agreement
                  with respect to any registration statement filed under Section
                  10.1 If the Company shall receive any such written request,
                  then the Company shall use its commercially reasonable efforts
                  to file a registration statement (the "Registration
                  Statement") with the Securities and Exchange Commission
                  ("SEC") as soon as practicable, and in any event within
                  forty-five (45) days of the receipt of such request ("Request
                  Date") as would permit or facilitate the sale and distribution
                  of all or such portion of such Registrable Securities that the
                  Registered Holders request to be registered; provided,
                  however, that the 45 day period shall be subject to
                  availability of audited financial statements of the Company or
                  to an event which the Company must report on Form 8-K, or
                  another appropriate SEC form, that prevents such filing, in
                  which case such Registration Statement shall be filed as soon
                  as practicable following the availability of audited financial
                  statements or the reporting of such event on Form 8-K or other
                  appropriate form. The Company shall (i) use commercially
                  reasonable efforts to have such Registration Statement
                  declared effective by the SEC as soon thereafter as is
                  practical, but in any event within one hundred and fifty (150)
                  days of its receipt of the written request to effect the
                  registration, and (ii) cause such Registration Statement to
                  remain effective until the date which is the earlier of such
                  time as (A) the Registered Holders have completed the
                  distribution described in the Registration Statement relating
                  thereto or (B) the Registered Holders have publicly sold the
                  Registrable Securities other than pursuant to the registration
                  statement or (C) all of the Registrable Securities thereunder
                  may be sold pursuant to Rule 144(k) under the 1933 Act or any
                  successor rule (the "Effectiveness Period") provided, however,
                  that the Company shall not be obligated to maintain the


                                       7
<PAGE>

                  effectiveness of any such registration pursuant to this
                  Section 10.1 if Form S-3 is not available for such offering by
                  the Registered Holders. However, in the event of any failure
                  of the Company to maintain the effectiveness of the
                  Registration Statement for the period set forth above other
                  than by reason of Form S-3 not being available, the demand
                  registration provisions of this Section 10.1 (limited to the
                  filing of one additional registration statement only on Form
                  S-3 if available) shall be available to the Registered
                  Holders, as if such holders had never made a demand for
                  registration pursuant to the provisions of this Section 10.1.
                  For purposes of this Agreement, the term "Registrable
                  Securities" shall mean the Warrant Shares issuable upon the
                  exercise of the Warrants; provided, however, that securities
                  shall only be treated as Registrable Securities if and only
                  for so long as they (A) have not been disposed of pursuant to
                  a registration statement declared effective by the SEC, or (B)
                  have not been sold in a transaction exempt from the
                  registration and prospectus delivery requirements of the 1933
                  Act (such as Rule 144(k) or any successor rule) so that all
                  transfer restrictions and restrictive legends with respect
                  thereto are removed upon the consummation of such sale or (C)
                  are not eligible to be sold pursuant to Rule 144(k) or any
                  successor rule.

                                     (b) Notwithstanding the requirement to file
                  the Registration Statement as described above, if the Company
                  shall furnish to the Registered Holders a certificate signed
                  by the Chief Executive Officer or President of the Company
                  stating that in the good faith judgment of the Board of
                  Directors of the Company it would not be in the best interest
                  of the Company for such registration statement to be filed,
                  the Company shall have the right to defer taking action with
                  respect to such filing for a period of not more than ninety
                  (90) days after the date of such certificate; provided,
                  however, that the Company shall not defer its obligation in
                  this manner more than once in any twelve (12) month period.

                                     (c) All expenses (other than (i)
                  underwriting discounts and commissions, brokerage fees and
                  applicable transfer taxes and (ii) any fees or expenses of any
                  advisor or counsel to the Registered Holders (except as may
                  arise under subsection (e) below) incurred in connection with
                  registrations, filings or qualifications pursuant to Section
                  10 hereof, including, without limitation, all registration,
                  filing and qualification fees, printers' and accounting fees,
                  fees and disbursements of counsel for the Company shall be
                  borne by the Company. Further, the Company shall pay its
                  internal expenses (including, without limitation, all salaries
                  and expenses of its officers and employees performing legal or
                  accounting duties), the expense of any annual audit or
                  quarterly review, the expense of any liability insurance
                  obtained by the Company and the expenses and fees for listing
                  or authorizing for quotation the securities to be registered
                  on each securities exchange, market or automated quotation
                  system on which it Common Stock is then listed or quoted.

                                     (d) Prior to any resale of Registrable
                  Securities by any Registered Holder, the Company shall
                  register or qualify or cooperate with the Registered Holder in
                  connection with the registration or qualification (or
                  exemption from the registration or qualification) of such
                  Registrable Securities for the resale by the Registered Holder
                  under the securities or Blue Sky laws of such jurisdictions
                  within the United States as any Registered Holder reasonably


                                       8
<PAGE>

                  requests in writing and as reasonably acceptable to the
                  Company, to keep each registration or qualification (or
                  exemption therefrom) effective during the Effectiveness Period
                  and to do any and all other acts or things reasonably
                  necessary to enable the disposition in such jurisdictions of
                  the Registrable Securities covered by the Registration
                  Statement; provided, that the Company shall not be required to
                  qualify generally to do business in any jurisdiction where it
                  is not then so qualified, consent to service of process in any
                  jurisdiction in which it has not so consented, subject the
                  Company to any material tax in any such jurisdiction where it
                  is not then so subject or file a general consent to service of
                  process in any such jurisdiction.

                                     (e) Each of the Company and each Registered
                  Holder shall indemnify the other party hereto and their
                  respective officers, directors, employees and agents against
                  all claims, losses, damages and liabilities (or actions in
                  respect thereof) arising out of or based on any untrue
                  statement (or alleged untrue statement) by the indemnifying
                  party of a material fact contained in any prospectus or other
                  document (including any related registration statement,
                  notification or the like) incident to any registration of the
                  type described in this Section 10, or any omission (or alleged
                  omission) by the indemnifying party to state in any such
                  document a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, and
                  shall reimburse such indemnified party for any legal and any
                  other expenses reasonably incurred in connection with
                  investigating and defending any such claim, loss, damage,
                  liability or action; provided that no party will be eligible
                  for indemnification hereunder to the extent that any such
                  claim, loss, damage, liability or expense arises out of or is
                  based on any untrue statement or omission based upon written
                  information furnished by such party for use in connection with
                  such registration. Notwithstanding the foregoing, no
                  Requesting Holder shall be entitled to indemnification under
                  this Section 10 where either (i) a prospectus was required to
                  be delivered to the purchaser of Registrable Securities and
                  was available to be delivered by the selling Registered Holder
                  or its broker but was not so delivered, (ii) prior to
                  consummation of such sale either a supplement or amendment to
                  the Company's prospectus correcting any alleged untrue
                  statement or alleged untrue statement or omission or alleged
                  omission was transmitted to the selling Registered Holder but
                  not transmitted by the Registered Holder or its broker to the
                  purchaser of the Registrable Securities or (iii) the
                  Registered Holder was advised by the Company in writing that
                  the prospectus could no longer be used. In addition, if the
                  indemnifying party is a Registered Holder, in no event shall
                  its indemnification obligation exceed the net proceeds
                  received by the Registered Holder upon a sale of the
                  Registrable Securities.

                                     (f) Each Registered Holder shall furnish to
                  the Company such information regarding the Registered Holder
                  and the distribution proposed by it as the Company may
                  reasonably request in connection with any registration or
                  offering referred to in this Section 10 and the Company's
                  registration obligations under this Section 10 shall be
                  subject to the Company's receipt of such information. Each
                  Registered Holder shall cooperate as reasonably requested by


                                       9
<PAGE>

                  the Company in connection with the preparation of the
                  registration statement with respect to such registration, and
                  for so long as the Company is obligated to file and keep
                  effective such registration statement, shall provide to the
                  Company, in writing, for use in the registration statement,
                  all such information regarding the Registered Holder and its
                  plan of distribution of the Registrable Securities included in
                  such registration as may be reasonably necessary to enable the
                  Company to prepare such Registration Statement, to maintain
                  the currency and effectiveness thereof and otherwise to comply
                  with all applicable requirements of law in connection
                  therewith.

                  10.2 Piggyback Registration. In addition to the demand
         registration provisions of Section 10.1, if at any time during the term
         of this Warrant, the Company shall determine to prepare and file with
         the SEC a registration statement relating to an offering for its own
         account or the account of others under the 1933 Act of any of its
         equity securities, other than on Form S-4 or Form S-8 (each as
         promulgated under the Act) or their then equivalents relating to equity
         securities to be issued solely in connection with any acquisition of
         any entity or business, any share exchange or recapitalization or
         equity securities issuable in connection with the stock option or other
         employee benefit plans, then the Company shall send to each Registered
         Holder a written notice of such determination and, if within 15 days
         after the date of such notice, the Registered Holder shall so request
         in writing delivered to the Company, the Company shall include in such
         registration statement all or any part of such Registrable Securities
         such Registered Holder requests to be registered, subject to customary
         underwriter cutbacks applicable to all holders of registration rights
         (other than the holder that exercised a demand registration right that
         has contractual priority rights with respect to such cutbacks);
         provided, that, the Company shall not be required to register any
         Registrable Securities pursuant to this Section 10.2 that are eligible
         for resale pursuant to Rule 144(k) or that are the subject of a then
         effective Registration Statement or that have been publicly sold.
         Notwithstanding the provisions of this Section 10.2, the Company shall
         have the right at any time after it shall have given notice pursuant to
         this Section 10.2 (irrespective of whether any written request for
         inclusion of such securities shall have already been made) to elect not
         to file any such proposed registration statement, or to withdraw the
         same after the filing but prior to the effective date thereof. Whether
         or not such registration is withdrawn, the registration expenses of
         such withdrawn registration shall be borne by the Company in accordance
         with Section 10.1(c) hereof.

11. Mailing of Notices, Etc. All notices and other communications from the
  Company to each Registered Holder of this Warrant shall be mailed by
  first-class certified or registered mail, postage prepaid, to the last address
  furnished to the Company in writing by the Registered Holder of this Warrant.
  All notices and other communications from the Registered Holder of this
  Warrant or in connection herewith to the Company shall be mailed by
  first-class certified or registered mail, postage prepaid, to the Company at
  its principal office set forth below. If the Company should at any time change
  the location of its principal office to a place other than as set forth below,
  then it shall give prompt written notice to each Registered Holder of this
  Warrant and thereafter all references in this Warrant to the location of its
  principal office at the particular time shall be as so specified in such
  notice.

                                       10
<PAGE>

12. Change or Waiver; Severability. Any term of this Warrant may be changed or
  waived only by an instrument in writing signed by the party against which
  enforcement of the change or waiver is sought. If any provision of this
  Warrant shall be held to be invalid and unenforceable, such invalidity or
  unenforceability shall not affect any other provision of this Warrant.

13. Headings; Severability. The headings in this Warrant are for purposes of
  reference only and shall not limit or otherwise affect the meaning of any
  provision of this Warrant. If any provision of this Warrant shall be held to
  be invalid and unenforceable, such invalidity or unenforceability shall not
  affect any other provision of this Warrant.

14. Governing Law and Submission to Jurisdiction. This Warrant will be governed
  by and construed in accordance with the laws of the State of New York without
  regard to principles of conflict or choice of laws of any jurisdiction. The
  parties hereby agree that any action, proceeding or claim against it arising
  out of, or relating in any way to this Warrant shall be brought and enforced
  in the courts of the State of New York, and irrevocably submit to such
  jurisdiction, which jurisdiction shall be exclusive.

15. Certificate. Upon request by a Registered Holder of this Warrant, the
  Company shall promptly deliver to such holder a certificate executed by its
  President or Chief Financial Officer setting forth the total number of
  outstanding shares of capital stock, convertible debt instruments and options,
  rights, warrants or other agreements relating to the purchase of such capital
  stock or convertible debt instruments, together with its calculation of the
  number of shares remaining available for issuance upon exercise of this
  Warrant, and a certificate of the accuracy of the statements set forth
  therein.

16. Supplements and Amendments. The Company and the initial Registered Holder
  may from time to time supplement or amend this Warrant in order to cure any
  ambiguity, to correct or supplement any provision contained herein which may
  be defective or inconsistent with any provision herein, or to make any other
  provisions in regard to matters or questions arising hereunder which the
  Company and the Holder may deem necessary or desirable.

17. Successors. All the covenants and provisions of this Warrant shall be
  binding upon and inure to the benefit of the Company and the Registered
  Holders and their respective successors and assigns hereunder.

18. Benefits of this Warrant. Nothing in this Warrant shall be construed to give
  to any person, entity or corporation other than the Company and the Registered
  Holder(s) of the Warrant Certificate any legal or equitable right, remedy or
  claim under this Warrant; and this Warrant shall be for the sole and exclusive
  benefit of the Company and the Registered Holder(s) of the Warrant
  Certificate.

19. Counterparts. This Warrant may be executed in any number of counterparts and
  each such counterpart shall for all purposes be deemed to be an original, and
  such counterparts shall together constitute but one and the same instrument.




                                       11
<PAGE>





     IN WITNESS WHEREOF,  CANDIES,  INC. has caused this Warrant to be signed by
its duly authorized officers under its corporate seal and to be dated on the day
and year first written above.


                                      CANDIES, INC.


                                   By:/s/ Neil Cole
                                      -------------
                                 Name:  Neil Cole
                                 Title: Chief Executive Officer
                                        Principal Office:
                                        215 West 40th Street
                                        New York, NY  10018



                                       12
<PAGE>




                                                                         ANNEX A

                             NOTICE OF EXERCISE FORM

To:      Candies, Inc.
         Attention:  President



         1. The undersigned hereby elects to purchase _______________ (leave
blank if you choose Alternative No. 2 below) shares of Common Stock of Candies,
Inc. pursuant to the terms of this Warrant, and tenders herewith payment of the
purchase price of such shares in full. (Initial here if the undersigned elects
this alternative). _________

         2. In lieu of exercising the attached Warrant for cash or check, the
undersigned hereby elects to effect the exercise by surrender of warrant
provision of Section 1.2 of this Warrant and receive ____________ (leave blank
if you choose Alternative No. 1 above) shares of Common Stock of Candies, Inc.
pursuant to the terms of this Warrant. (Initial here if the undersigned elects
this alternative). ___________

         3. Please issue a certificate or certificates representing said
securities in the name of the undersigned or in such other name as is specified
below:





----------------------------------------------------------------
(Name)





----------------------------------------------------------------
(Address)









-----------------------------------------------------
Signature

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



<PAGE>


                                                                         ANNEX B

                                 ASSIGNMENT FORM

                  FOR VALUE RECEIVED, _________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant with respect to the number of shares of Common Stock covered
thereby set forth below, unto:

Name of Assignee                Address                        No. of Shares







                                       Dated:

                                   Signature:

                                       Dated:

                                     Witness: