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THIS AGREEMENT is made the 15th day of  May, 2001

BETWEEN

(1)  BRAVADO INTERNATIONAL GROUP INC. of 150 South Rodeo Drive, Suite 130,
     Beverly Hills, CA 90290 , USA ("the Licensor"); and

(2)  FAMOUS FIXINS of 250 West 57th Street, Suite 1112, New York, NY 10107

WHEREAS:

(A)  The Licensor is the duly authorised licensee of certain copyright
     trademarks trade names artwork logos designs and likenesses and all
     merchandising rights relating to the artists known professionally as Dream
     ("the Artist").

(B)  The Licensor and the Licensee have agreed that the Licensee shall be
     granted certain rights to manufacture and sell certain goods and
     merchandise incorporating inter alia the name(s) and/or likeness(es) of the
     Artist for the consideration and upon the terms and conditions hereinafter
     set forth.

(C)  Words defined in clause 13 shall have the meanings ascribed to them
     therein.

NOW IT IS HEREBY AGREED as follows:-

1.   RIGHTS

     (a)  The Licensor hereby grants to the Licensee and the Licensee hereby
          accepts the exclusive right in the Territory during the Term to embody
          the Property on the Goods and to sell the Products to bona fide third
          party arms length wholesale and retail outlets in accordance with the
          terms hereof.

     (b)  All rights not expressly licensed to the Licensee hereunder are
          expressly reserved to the Licensor and without prejudice to the
          generality of the foregoing the Licensor expressly excludes and
          reserves the right to licence the use of the Property in connection
          with Goods manufactured, advertised, promoted or sold in connection
          with tours to be made by the Artist, the Artists fanclub,
          cinematograph or other films featuring the Artist or any other
          specific enterprise undertaken by the Artist in which such sale is an
          incidental rather than a primary purpose.

     (c)  The Licensee acknowledges and agrees that there is valuable goodwill
          associated with the Property and that the Property has a secondary
          meaning in the mind of the public. The Licensee further acknowledges
          and agrees that the Property (including all rights therein and
          goodwill associated therewith) shall be and remain insofar as the
          Licensee is concerned the exclusive sole and complete property of the
          Licensor and its designees. The Licensee shall not use nor authorise
          nor permit the use of the Property in any manner at any time nor at
          any place not specifically licensed herein and all rights and
          interests of whatsoever nature with respect to the Property and the
          Products which are not specifically granted to the Licensee herein
          shall be and are specifically reserved to the Licensor and/or its
          designees without limitation. The Licensee shall exercise the rights
          granted under this agreement strictly in accordance with the terms
          conditions restrictions and limitations contained herein. The Licensee
          acknowledges and agrees that its use of the Property shall not create
          in the Licensee's favour any right title or interest and that all uses
          of and sale by the Licensee (as are permitted under this agreement)
          shall inure to the benefit of the Licensor. It is agreed that all
          accounting and payments required herein shall survive and continue
          beyond the expiration or earlier termination of this agreement.
          Wherever the obligations of the Licensee hereunder are expressed to be
          subject to a limit of time it shall be deemed that time shall be of
          the essence of this agreement.

2.   ADVANCES/ROYALTIES/ACCOUNTING

     (a)  (i)  The Licensee shall pay the First Advance of ten thousand US
               dollars ($10,000.) to the Licensor upon full execution of this
               agreement.

          (ii) The Licensee shall pay the Second Advance of Five thousand US
               dollars ($5,000) to the Licensor on or before May 15, 2003

     (b)  The Advance shall be a non-returnable advance recoupable only from
          those sums payable to Licensor pursuant to sub-clause 2(c) hereof.

     (c)  The Licensee shall pay royalties to the Licensor in the manner set out
          in sub-clause 2(d) below. The royalties shall be payable at the
          Royalty Rate on the gross selling price of the Products exclusive of
          Sales Tax of each individual Product sold hereunder.

     (d)  Within thirty (30) days after the 31st March 30th June and 30th
          September and 31st December in any calendar year during the Term and
          within thirty (30) days of the end of the Sell-off Period (if any) the
          Licensee shall send to the Licensor a complete accurate and detailed
          statement broken down by country of sale setting forth the quantity
          and the gross sale price of each of the Products sold (including sales
          for export) during the preceding calendar quarter and the computation
          of royalties due to the Licensor pursuant to this agreement. Such
          statement shall be accompanied by payment of all royalties due to the
          Licensor in respect of each applicable sale. Acceptance by the
          Licensor of such payment and statement for any quarter shall not
          preclude the Licensor from questioning their accuracy at any time
          thereafter. Each such royalty statement shall be certified by a
          principal officer of the Licensee as being true and accurate.
          Royalties shall be paid in US Dollars. In calculating the royalties
          sums payable in another currency shall be converted into US Dollars at
          the mid-rate listed in the Wall Street Journal on the last date of the
          quarter in respect of which the statement is rendered.

     (e)  All sums payable hereunder by Licensee to Licensor shall be made
          without deduction or set off or withholding. If a withholding is
          required by law the Licensee shall either:-

          (i)  make such withholding; and

          (ii) account for the amount withheld to the relevant authority; and

          (iii) provide to the Licensor the relevant tax deduction certificate
               in the Licensor's name; or

          (iv) pay to Licensor such amount as will after deduction of any
               withholding, be equal to the amount which would have been
               received if no deduction had been made.

          (f)  All sums payable hereunder are exclusive of Sales Tax which shall
               (if applicable) be paid promptly on receipt of a Sales Tax
               invoice therefor.

          (g)  If the Licensee fails to make any payment by the due date
               (without prejudice to the provisions of clause 8 below), interest
               shall be payable on the outstanding amount at a rate of 4% per
               annum above the City National Bank Los Angeles Prime rate from
               time to time from the date payment should have been made until
               payment is actually made.

3.   WARRANTIES

     The Licensee warrants and represents and undertakes as follows:-

     (i)  intentionally deleted

     (ii) The Licensee is free to enter into and fully perform this agreement;

     (iii) all ideas creations designs materials and intellectual property
          furnished by the Licensee (if any) in connection with the Products
          will be the Licensees own and original creation or material which the
          Licensee is fully licensed to use (except for matters in the public
          domain) and shall be owned in full by the Licensor and licensed to the
          Licensee solely for the purposes contemplated by this agreement;

     (iv) the Products and their manufacture advertisement distribution and sale
          will not infringe upon or violate any rights of any third party;

     (v)  the Products will be of a high standard in style appearance and
          quality and will conform with approved samples approved by the
          Licensor pursuant to clause 4, be safe for use by consumers.

     (vi) the Products will be manufactured advertised distributed and sold in
          accordance with all applicable local laws and in a manner which will
          not reflect adversely on the Licensor the Artist or any others with
          whom the Licensor has contractual arrangements with respect to the
          Property;

     (vii) the Licensee will not manufacture advertise distribute or sell and
          will not authorise the manufacture advertising or sale of the Products
          in any manner at any time or in any place not specifically licensed
          hereunder;

     (viii) The Licensee will procure that the Products are on sale to the
          public throughout the Territory by the Marketing Date and the Licensee
          will use its best endeavours to promote and maximise sales and sales
          revenue relating to the Products in the Territory;

     (ix) The Licensee will not at any time do or suffer to be done any act or
          thing which might impair or affect the Property or the Licensor's
          rights and interests in the Property.

     (x)  The Licensee will pay (and hereby indemnifies the Licensor from any
          liability to pay or other expense) all sums due to any third parties
          arising from the sale, advertising or other exploitation of the
          Products.

     (xi) Unless the Licensee shall obtain the Licensor's prior written consent
          thereto which may be withheld for any reason the Licensee shall not
          distribute or sell any of the Products at prices which are less than
          the Minimum Price of $.02 for capsule vending stickers.

     (xii) The Licensee will not make any of the Products available as a special
          offer connected to the purchase of any recorded music of the Artist
          ("Record") nor package any Product with any Record or any other
          product without the prior written consent of the Licensor.

4.   PRODUCT APPROVAL

     (a)  It is of the essence of this agreement that the Licensee obtain the
          Licensor's prior written approval of each and every item of the
          Products (including without limitation the form and content of all
          advertising and promotional material in which the Property appears for
          use in the national press, magazines, television, radio, billboard,
          on-line and cinema advertisements or in any other way) which the
          Licensee desires to exploit pursuant to this agreement. If first
          product has not been approved within 90 days of signature of the
          agreement, being a final sample has been submitted for at least 20
          days, then Licensee has the option to terminate the Agreement and ask
          for repayment of any monies paid to date. In this regard the Licensee
          shall submit to the Licensor at no cost or expense to the Licensor
          (whether recoupable or otherwise) three samples for the Licensor's
          said approval:

          (i)  a description of the concept, including full information on the
               nature and function of the proposed item and a general
               description of how the Property and other material will be used
               on them;

          (ii) complete layouts and descriptions of the proposed Products and
               promotional and packaging material showing exactly how and where
               the Property and other artwork and wording will be used;

          (iii) pre-production models or prototype samples of the proposed
               Products and promotional and packaging material;

          (iv) proposed timetabling for the Products in the market; and

          (v)  not less than ten (10) actual non-royalty bearing production
               samples of the proposed products and promotional and packaging
               material.

     (b)  Unless and until the Licensee shall receive the Licensor's final
          written approval of such samples of the Products the Licensee shall
          not proceed to manufacture (other than for pre-production purposes) or
          distribute the same. The Products so manufactured and distributed
          shall be of the same quality and content as the samples approved by
          the Licensor as aforesaid and shall be manufactured in accordance with
          specifications approved by the Licensor. Promptly following the
          initial manufacturing run of each of the Products the Licensee shall
          furnish the Licensor at no cost or expense to the Licensor (whether
          recoupable or otherwise) with fifteen (15) further items of the
          Products. The Licensor may purchase from the Licensee each Product at
          the Licensee's cost price plus 10% (excluding vending sets) for
          non-competitive reasons. At the Licensor's request and at the
          Licensee's sole cost and expense the Licensee shall submit random
          samples of the Products to the Licensor for inspection. Additionally
          at the Licensor's request the Licensee shall arrange for the
          Licensor's representative to enter the Licensee's or its
          manufacturer's premises for the purpose of inspecting the Products. In
          the event that the Licensor shall determine that any of the Products
          at any time falls below the aforesaid standard of quality and content
          the same shall be destroyed at the Licensee's sole cost and expense in
          the presence of the Licensor's representative or shall be delivered at
          the Licensee's sole cost and expense to the Licensor or its designee
          for destruction. All Products shall bear the "Official Merchandise"
          mark in the form specified by the Licensor.

     (c)  Without limiting the provisions of sub-clauses 4(a) and 4(b) above all
          of the Products containers and packaging therefor and all advertising
          and promotional materials relating to the Products shall be subject to
          the Licensor's prior written approval and shall be of the highest
          standards insofar as style appearance and quality is concerned. If
          Licensee violates the product approval procedure in any way or markets
          or promotes non approved product or advertising materials in any way,
          the licensing rights shall revert back to the Licensor and no part of
          the previously paid advance money shall be returned to the Licensee.

5.   INTELLECTUAL PROPERTY

     (a)  The Licensee shall print stamp or mould such notices of trademark
          service mark and copyright in the form specified by the Licensor on
          each of the Products and each package or each container used in
          connection therewith and all advertisements pertaining thereto. The
          Licensee shall not manufacture any Products without first receiving
          from the Licensor the relevant notice of trade mark service mark and
          copyright which the Licensor shall require to be printed stamped or
          moulded on each of the Products and packaging and containers as
          aforesaid. The Licensee shall comply with Licensors instructions with
          respect to position and letter size of the aforesaid notice of trade
          mark service mark or copyright. No Product upon which the aforesaid
          notice of trade mark service mark or copyright is printed stamped or
          moulded shall contain any other copyright notice whatsoever. The
          Licensee shall not use any trade mark or service mark other than the
          Property in connection with the Products without the Licensor's prior
          written approval. The Licensee shall not use any such trade mark,
          service mark or copyright other than on the Products and the packaging
          and containers used in connection therewith and advertisements
          pertaining thereto.

     (b)  The Licensee may make use of the Property:

          (i)  on the internet; or

          (ii) on any other publicly accessible or proprietary computer network

          via the Licensee's own web site and/or domain name for the sole
          purpose of selling the Products subject to approval having been
          obtained in accordance with clause 4 above. Without limitation, the
          Licensee undertakes that it shall not register or apply to register
          any of the Property as the whole or part of a domain name, electronic
          mail address or otherwise without the prior written consent of the
          Licensor.

6.   PRODUCT PROTECTION

     The Licensee shall obtain on behalf of itself and the Licensor all
     protection as may be reasonable with respect to the Products. Specifically
     at the Licensor's request and without prejudice to the Licensor's right to
     take action itself the Licensee shall commence in its and/or the Licensor's
     name (as the Licensor may designate) all appropriate legal proceedings
     including without limitation actions to obtain restraining orders and
     preliminary and permanent injunctions. The Licensee shall not commence any
     proceedings in respect of the rights granted herein without the prior
     written consent of the Licensor. The Licensee shall promptly notify the
     Licensor in writing of any infringements suspected infringements passing
     off imitations or other interferences with the Licensor's rights in the
     Property by third parties and shall fully assist the Licensor in any
     proceedings concerning the Products. If initiated by Licensor any sums
     recovered as a result of any judgement or settlement of any claim
     pertaining to the subject matter hereof these shall belong to the Licensor.

7.   RESTRICTION ON SALES

     (a)  The Licensee shall not have the right to distribute or sell the
          Products and shall not authorise or permit any of the Licensee's
          customers or any other party to distribute or sell the Products on or
          about the premises of any of the Artist's live personal appearances
          engagements. Additionally the Licensee shall not have the right to
          augment or expand any of the rights granted to the Licensee under this
          agreement or authorise or permit any of its customers or any other
          party so to do. Without limitation to the foregoing neither the
          Licensee nor any other party shall have the right to incorporate or
          embody the Property or the Products or any part thereof into any other
          product or service.

     (b)  In accordance with the foregoing the Licensee shall include in all of
          its agreements with each of the Licensee's customers provisions
          identical to the provisions set forth in sub-clause 7(a) above and the
          Licensee shall be required to print on each invoice "This product is
          for sale in the USA & Canada only" and that each of its customers also
          include such provisions on their invoices with their respective
          customers. The Licensee shall at the Licensee's sole cost and expense
          take all actions and require its customers to take all actions
          necessary to enforce such provisions. Upon the Licensor's request the
          Licensee shall forthwith furnish to the Licensor copies of all the
          Licensee's said agreements with its customers and their respective
          customers so that the Licensor can verify that the said provisions
          have been included in each such agreement. The parties hereto agree
          that a breach by the Licensee of the provisions of this Clause 7 will
          constitute a material breach of this agreement and may (inter alia) be
          treated as a repudiation of this agreement by the Licensee.

8.   TERMINATION

     (a)  Upon the occurrence of any of the following events then in addition to
          and without prejudice to any rights which it may have, the Licensor
          shall have the right to terminate this agreement (subject to the
          relevant notice being given in the case of termination under Clauses
          8(a)(i) and 8(a)(ii) below) and/or to delete from this agreement any
          elements of the Property or any Products and/or to require the
          immediate payment of any Advance and royalties due or to become due
          under this agreement:

          (i)  the Licensee fails to make any payment or furnish any statement
               in accordance with this agreement within seven (7) days after
               written notice requiring it to do so;

          (ii) the Licensee fails to comply with any other of its material
               obligations under this agreement or breaches any warranty made by
               it under this agreement including, without limitation, if the
               Licensee sells Products without having obtained the Licensor's
               written approval pursuant to clause 4 and does not cure such
               failure or breach within thirty (30) days after written notice
               specifying the failure or breach;

          (iii) without the prior written consent of the Licensor the Licensee
               sells or otherwise disposes of all or a substantial part of its
               business or assets to a third party, or direct or indirect
               control of the Licensee is transferred to a third party;

          (iv) the Licensee ceases or notifies the Licensor of its intention to
               cease to carry on business;

          (v)  the Licensee challenges the validity of any of the Property or
               the Licensor's rights in the Property.

     (b)  This agreement shall terminate automatically, without prejudice to any
          rights the Licensor may have, if (except in relation to a voluntary
          reorganisation, reconstruction or amalgamation) an order is made or a
          provisional liquidator is appointed in respect of the Licensee, or an
          administration order is made in respect of the Licensee, or a receiver
          (which expression shall include an administrative receiver) is
          appointed in respect of the Licensee or all or any of its assets and
          is not discharged within any period of thirty (30) days, or the
          Licensee is unable to pay its debts.

9.   EFFECT OF EXPIRATION OR TERMINATION

     (a)  Upon expiration of the Term or earlier termination of this agreement;

          (i)  all rights granted to the Licensee shall forthwith revert to the
               Licensor;

          (ii) Royalties shall be payable in accordance with Clause 2 and all
               other payments accrued shall immediately become due and payable
               to the Licensor;

          (iii) the Licensee shall deliver to the Licensor within five (5) days
               a statement indicating the number and description of the Products
               in stock or in the process of manufacture as at such expiration
               of the Term or earlier termination of this agreement. The
               Licensor may upon reasonable prior notice require the Licensee to
               conduct a physical inventory in the presence of the Licensor's
               duly authorised representative in order to ascertain or verify
               such statement;

          (iv) the Licensee shall cease the manufacture and marketing and
               (subject to any right of sell-off pursuant to Clause 9(b) hereof)
               the distribution and sale of the Products;

          (v)  the Licensee shall deliver up to the Licensor all creations
               designs materials and intellectual property created or licensed
               by Licensee pursuant to Clause 3(iii) above or provided to it by
               the Licensor or the Artist;

          (vi) all warranties and indemnification obligations of the parties and
               all provisions which expressly or by implication are intended to
               apply after expiration or termination of this agreement shall
               continue to apply.

     (b)  If the Term has expired due to the passage of time but not otherwise
          the Licensee shall have the non-exclusive right for a period of ninety
          (90) days following the expiration of the Term (herein referred to as
          "the Sell Off Period") to sell the Licensee's inventory of Products
          existing as of the date of such expiration. Licensee shall pay to
          Licensor royalties in accordance with the terms hereof. For Licensed
          products sold for less than fifty percent (50%) of the Licensee's
          normal price, the profit if any, will be split with seventy percent
          (70%) going to the Licensor, The Licensee shall not in any event have
          the right to manufacture any of the Products either in anticipation of
          the expiration of the Term or during the Sell Off Period. Within five
          (5) days following the expiration of the Term the Licensee shall
          furnish the Licensor with a detailed written statement as to the
          inventory of the Products as of the expiration of the Term. Upon
          expiration of the term, Licensor shall be entitled to purchase (at
          Licensee's cost plus ten percent (10%) royalty free) all unsold
          products, whereupon Licensee's sell off period will not apply. The
          Licensee shall be required to render statements and pay royalties to
          the Licensor in accordance with the terms and conditions of this
          agreement for all sales of the Products during the Sell Off Period in
          accordance with Clause 2d.

     (c)  If the term has expired other than due to passage of time or the end
          of the sell off period (as applicable) the Licensee shall furnish the
          Licensor within five (5) days with a further detailed written
          statement as to the inventory of each of the products as of the
          earlier termination of this agreement or the end of the sell off
          period ( as applicable) and the Licensor shall at its election either:

          (i)  purchase all or part of such inventory or any or all of the
               Products at the Licensee's actual out of pocket cost of
               manufacture therefor; or

          (ii) require the Licensee to destroy such remaining inventory in a
               manner satisfactory to the Licensor in the presence of the
               Licensor's representative and/or provide the Licensor with an
               affidavit of such destruction sworn to by one of the Licensee's
               principal officers;

          (iii) in the event that the Licensor elects to purchase any or all of
               such inventory pursuant to Clause 9(c)(i) hereof the Licensee
               shall promptly ship all such items at the Licensee's expense
               within the United States (or if SELL-OFF period has expired at
               the expense of the Licensor) to the Licensor or its designee or
               shall make them available at the Licensor's place of business for
               the Licensor or its designee to take possession thereof.

     (d)  The Licensee shall not during the three (3) month period preceding the
          date on which the Term is due to expire manufacture excess Products.

10.  INDEMNITY

     The Licensee does hereby indemnify save and hold harmless the Licensor and
     any of its associated companies and the individual members of the Artist
     from and against any and all claims damages loss liabilities costs and
     expenses (including legal fees on a attorney client basis) liability
     arising out of or in any manner connected with this agreement or the use or
     possession of the Property or any of the Products. The Licensee shall
     maintain at its own expense in full force and effect at all times during
     the Term and for two (2) years thereafter with a reputable insurer an
     insurance policy for single limit product liability in respect of the
     Products in a form acceptable to the Licensor naming the Licensor and all
     of the individual members of the Artist (and any other individuals and
     entities which the Licensor may from time to time designate) as named
     parties insured. The amount of insurance coverage shall be a minimum of
     three hundred and fifty dollars USD ($350,000) for each single occurrence.
     The Licensee shall furnish the Licensor with a copy of the certificates of
     insurance establishing such coverage prior to manufacture or distribution
     of any of the Products and with evidence of renewal. The policy will
     contain a provision confirming that the policy is primary and that the
     liability of the insurers will not be affected by any other insurance of
     which the Licensor or the Licensee have the benefit so as to reduce the
     amount payable under the policy.

11.  AUDIT

     During the Term and for a period of three (3) years thereafter the Licensee
     shall keep and maintain at its principal place of business true detailed
     and accurate books and records together with supporting bills invoices and
     vouchers of any and all transactions (including without limitation the
     manufacture shipping distribution and sale of each of the Products and
     packaging or containers thereof) which relate to or affect this agreement
     the Products or any provisions hereof. The said books and records with
     supporting documentation and other items shall be open to audit examination
     inspection the making of extracts and the taking of copies thereof by the
     Licensor or its representative(s) during regular business hours upon no
     more that five (5) business days' notice. In the event that any such
     examination and inspection shall indicate that the Licensee shall have made
     errors to the detriment of the Licensor then the Licensee shall forthwith
     pay to the Licensor the amount of the relevant discrepancy and if such
     error to the detriment of the Licensor shall be in excess of five per cent
     (5%) of the royalties earned by the Licensor during the periods for which
     such examination and inspection relates then the Licensee shall be solely
     responsible for and shall pay the costs of such inspection and examination.
     The Licensee will pay the Licensor interest on such under payment and all
     late payments at the rate of four per cent (4%) above City National Bank
     Los Angeles Prime Rate from time to time from the date payments should have
     been made until payment is actually made. The Licensee shall be obligated
     to obtain for the Licensor a similar right to inspect examine make extracts
     and take copies of the books and records of each of the Licensee's
     manufacturers and sub-licensees. Acceptance of any sum by or on behalf of
     the Licensor from the Licensee shall not in any manner be construed as a
     waiver by the Licensor of any claim pertaining to the validity of the
     computation of such payment nor a waiver of any breach by the Licensor of
     any provision of this agreement.

13.  MISCELLANEOUS

     (a)  This agreement contains all the terms agreed between the Licensee and
          Licensor and replaces all previous agreements written or oral on the
          subject matter of this agreement and may not be varied except in
          writing. No waiver by either Licensee or Licensor of a breach hereof
          or a default hereunder shall be deemed a waiver by such party of any
          previous or subsequent breach whether of a like or similar nature or
          otherwise.

     (b)  (i) any clause sentence paragraph or part of this agreement or
          application thereof shall for any reason be judged by a court of
          competent jurisdiction to be invalid for any reason such judgement
          shall not affect the remainder of this agreement which shall continue
          in full force and affect.

     (c)  The Licensee and Licensor shall during and after the existence of this
          agreement keep all the terms of this agreement secret and confidential
          and will not disclose to any third party any information contained in
          this agreement or any information concerning the business of affairs
          of the License and Licensor or of any of the Artist supplied to it or
          otherwise obtained by the Licensee under or in connection with this
          agreement except where required by law.

     (d)  This agreement shall not operate so as to create a partnership or
          joint venture of any kind between the Licensee and the Licensor.

     (e)  (i) The Licensee will not enter into any sub-licence agreement in
              connection with the Products without the prior written consent of
              the Licensor nor shall the Licensee enter into any agency
              agreement or otherwise sub-contract or part with any of its
              obligations under this agreement without the prior written
              consent of the Licensor.

          (ii) The Licensee may not assign, licence, subcontract or otherwise
               part with its rights or obligations under this agreement without
               the prior written consent of the Licensor.

          (iii) Limited Right of Assignment/ Licensee has informed Licensor that
               Licensee has entered into a letter of intent with a Delaware
               Corporation and a Texas Corporation (collectively referred to as
               "Merger Candidate"), involving a transaction the result of which
               will be the acquisition by the merger candidate of substantially
               all of the operating assets of Licensee, and the assumption by
               the Merger candidate of substantially all existing liabilities of
               Licensee. The final structure of the proposed transaction i.e.,
               merger, asset purchase, share exchange or otherwise, has yet not
               been determined. Licensor hereby consents to the Licensee's right
               to assign or otherwise transfer its rights and obligations under
               such transaction with the Merger candidate. The parties agree
               that such a transaction and/or assignment will not be deemed a
               breach of section 9, or any other provision, of the Licensed
               Agreement.

     (f)  Any notice consent approval or other communication required to be
          given to any party in connection with this agreement shall be in
          writing and shall be delivered by hand or sent by Registered first
          class post or other courier to the address of such party herein set
          out or at such changed address as shall for that purpose be notified
          in accordance with the provisions hereof to the other party and every
          such notice consent approval or other communication shall if sent by
          hand or courier be deemed to have been duly served on the first
          working day following the day of delivery and if sent by post or be
          deemed to have been duly served on the third business day after the
          date of posting.

     (g)  This agreement and any variations or amendments hereto shall be
          governed in accordance with the laws and procedures of the
          jurisdiction of the defending party in any litigation arising
          hereunder.

     (h)  All headings used in this agreement are for clarification and
          reference purposes only.

     (i)  At the request of the Licensor the Licensee agrees promptly to provide
          to the Licensor such items of the Products for touring or fan club
          purposes that the Licensor may require at Licensee's actual out of
          pocket cost of manufacture therefor.

     (j)  It is agreed that all accounting and payments required herein shall
          survive and continue beyond the expiration or earlier termination of
          this agreement.

14.  DEFINITIONS

     In this agreement the following expressions shall have the meanings set out
     against them:

     (a)  (i)"First Advance" - shall mean Ten thousand US dollars($10,000.)
          payable on execution.

          (ii)"Second Advance" - shall mean Five thousand US dollars ($5,000)
               due on or before May 15, 2001

     (b)  "Marketing Date" - shall mean on or before September 1, 2001.

     (c)  "Property" - symbols emblems logos designs photographs name(s)
          professional name(s) and visual images or representations based on the
          real life image of the Artist as approved by the Licensor in writing.

     (d)  "Products" - shall mean the Goods embodying thereon the Property.

     (e)  "Royalty Rate" - shall mean eleven percent (11 %).

     (f)  "Term" - shall mean the period commencing May 15, 2001 until May 15,
          2003.

     (g)  "Territory" - US, Canada, Mexico

     (h)  "Goods" - Shall mean: Novelty lip balm with and without glitter

     (i)  "Minimum Price" shall mean:- lowest wholesale price

     (j)  Special Clauses- The copyright line is Dream(TM)(C)2001 Clockwork
          Entertainment, LLC all rights reserved Another BIG License. Please use
          Another BIG logo

          Please use the following website on packaging www.thedreamsite.com

AS WITNESS the hands of the duly authorised representatives of the Licensor and
the Licensee the day and year first above written.

SIGNED by                              )
for and on behalf of                   )
BRAVADO INTERNATIONAL                  )
GROUP INC                              )
in the presence of:                    )

SIGNED by                              )
for and on behalf of                   )
FAMOUS FIXINS, INC.                    )
in the presence of:                    )
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