LICENSE AGREEMENT

     THIS  AGREEMENT is made and entered into this 22nd day of  September,  2003
and   between  THE  ANDY  WARHOL  FOUNDATION  FOR   THE  VISUAL  ARTS,  INC.,  a
corporation  organized  under  the  laws of the  State  of New  York,  with  its
principal place of business at 65 Bleecker Street, 7th Floor, New York, New York
10012-2420,  (hereinafter  referred to as "OWNER") and KNIGHTSBRIDGE FINE W1NES,
INC., a corporation organized under the laws of Nevada, with its principal place
of business at 65 Shrewsbury  Road,  Livingston,  New Jersey 07039  (hereinafter
referred to as "LICENSEE"). The parties hereby agree as follows:

1.     DEFINITIONS

1.1.   LICENSED  ARTICLES mean each of the articles of  merchandise or products,
       and their packaging or component parts, bearing the PROPERTY as set forth
       in EXHIBIT 1.

1.2.   PROPERTY means the names, symbols,  designs, logos: artwork,  copyrights,
       trade dress and trademarks set forth in SCHEDULE A.

1.3.   LICENSED TERRITORY means the country or countries set forth in EXHibIT 2.

1.4.   MANUFACTURER  means a person or entity appointed by LICENSEE and approved
       by OWNER to manufacture  LICENSED  ARTICLES,  and/or any other  materials
       bearing the PROPERTY.

1.5.   NET SALES means gross invoice price billed to  Distributors  less freight
       and delivery allowances, shipping/handling costs, customary discounts and
       allowances,  rebates,  returns  accepted for credit,  return  al1owances,
       uncollectible  accounts and separately listed applicable taxes including,
       but not limited to sales, value added tax and excise taxes (collectively,
       the "DEDUCTIONS").  Notwithstanding anything to the contrary herein, with
       respect to the sale of the LICENSED  ARTICLES,  the "Reserve"  Fine Wines
       shall  be sold  at a  wholesale  price  of no less  than  eighty  dollars
       ($80.00)  per  case  and the  "Coastal"  Fine  Wines  shall  be sold at a
       wholesale price of no less than fifty dollars ($50.00) per case,  without
       the  prior  written  consent  of the  OWNER.  Such  wholesale  prices  as
       described  herein,  sha1l be inclusive  of any  discounts at the point of
       sale to the Distributor.

1.6.   DISTRIBUTORS  mean those  entities  selected and appointed by LICENSEE to
       promote, sell and distribute LICENSED ARTICLES in the TERRITORY.

1.7.   RETAIL means  conventional  channels of  distribution  through  stores to
       consumers within LICENSEE'S industry.



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1.8.   ROYALTY  PAYMENTS mean the total NET SALES of all LICENSED  ARTICLES sold
       duril1g the preceding  calendar  quarter,  multiplied  by the  applicable
       ROYALTY RATE.

1.9.   ROYALTY RATE means the  percentage of NET SALES to be paid by LICENSEE to
       OWNER.

1.10.  SECONDS mean merchantable LICENSED ARTICLES not suitable for sale at list
       price  because  they  contain  minor  production  or  material  flaws not
       affecting proper usage of the PROPERTY or the LICENSED ARTICLE.

1.11.  PREMIUMS mean any product sold at cost or near cost, given away for  free
       or otherwise used for the purpose of increasing the sale,  promoting,  or
       publicizing any other product, or any service,  including but not limited
       to  incentives  for sales  forces,  trade  and  consumer  promotions  and
       incentives for fundraising.

1.11.  BEANSTALK means The Beansta1k Group, LLC.

2.     GRANT OF LICENSE.

2.1.   NON-EXCLUSIVE  LICENSE.  OWNER hereby grants to LICENSEE a  non-exclusive
license to use the PROPERTY in the TERRITORY  solely upon or in connection  with
LICENSED ARTICLES pursuant to the terms and conditions of to is Agreement.

2.2.   TERM. The term of the license  granted by this Agreement shall be for the
period set forth on EXHIBIT 3, unless sooner  terminated in accordance  with the
provisions hereof.

2.3    LIMITATIONS ON LICENSE.  No license is granted  hereunder for the use  of
the PROPERTY for any purpose other than upon or in connection  with the LICENSED
ARTICLES.  No  license  is  granted  hereunder  for  the  manufacture,  sale  or
distribution of LICENSED ARTICLES to be used as PREMIUMS,  in combination sales,
as giveaways,  or to be disposed of under similar methods of merchandising.  The
parties  acknowledge  that OWNER  does not own or  control  all rights to images
generally  described as "co-owned" (by way of example,  only,  images of Marilyn
Monroe,  James Dean,  Elvis  Presley,  Campbell  Soup Cans or other  images with
respect to which the  copyrights,  trademarks,  rights of  personality  or other
related  rights are owned by or controlled by third  parties) that are contained
within an Andy Warhol  work,  and that in the event  LICENSEE  wishes to license
such images,  that  LICENSEE is solely  responsible  for obtaining the necessary
rights and permissions to do so. OWNER does not represent or warrant that it can
or is conveying any of the above described ancillary rights.

3.     ROYALTIES,  MINIMUM GUARANTEES,  REPORTS AND PAYMENTS,  D.1STRIBUTION AND
       MARKETING AND SALE TO OWNER



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3.1.   ROYALTY RATES. LICENSEE agrees that it will pay to OWNER an  amount equal
to the percentage  set forth on EXHIBIT 4 of all NET SALES of LICENSED  ARTICLES
made during the term of this  Agreement  and during any period of  extension  or
renewal  (hereinafter the "ROYALTY  PAYMENTS").  Payments shall be sent and made
payable to The Beanstalk Group, LLC, in accordance with Paragraph 3.7. infra.

3.2.   ADVANCE PAYMENT.  Upon  execution of  this Agreement  by  OWNER, LICENSEE
will pay OWNER the  amount set forth on  EXHIBIT 5 as a  non-refundable  advance
payment to be credited against ROYALTY PAYMENTS to become due during the initial
term  hereof.  Such  advance  payment  shall  be sent and  made  payable  to The
Beanstalk Group, LLC, in accordance with Paragraph 3.7.

3.3.   MINIMUM  ROYALTIES.  LICENSEE  agrees to pay OWNER the minimum guaranteed
ROYALTY PAYMENTS ("MINIMUM  ROYALTIES") set forth on EXHIBIT 6, according to the
payment  schedule set forth  therein.  MINIMUM  ROYALITES  shall be applied only
against  the  period  they  relate to and shall not be  applicable  to any other
period.

       THE MINIMUM  ROYALTIES  set forth in this  Paragraph are  obligations  of
LICENSEE  to  OWNER  and are  fully  earned  by  OWNER  upon  execution  of this
Agreement.  If such  MINIMUM  ROYALTIES  are not  achieved  as set forth in each
calendar year and each country,  the difference  between such MINIMUM  ROYALTIES
and the actual ROYALTY PAYMENTS for each calendar year and each country shall be
paid to OWNER within thirty (30) days from the end of each calendar year.

       If this  Agreement  is  terminated  by OWNER  because  of any  breach  by
LICENSEE   all of the MINIMUM  ROYALTIES  set forth in this section for tHe then
current  term  shall be  deemed  to be fully  earned  and sbal1 be paid to OWNER
within thirty (30) days from the effective date of any such termination.

3.4.   INTENTIONALLY DELETED.


3.5.   ROYALTY REPORT FORM.  All royalty  reports  ("ROYALTY  REPORTS") shall be
in the form of SCHEDULE B ("ROYALTY  REPORT FORM"),  or a substantially  similar
alternative format approved by OWNER.  LICENSEE agrees that OWNER shall have the
right, at its sole  discretion,  upon thirty (30) days advance written notice to
LICENSEE,  to change the ROYALTY REPORT FORM.  Such change of the ROYALTY REPORT
FORM may include an electronic form to be provided to OWNER.

3.6.   REPORTS AND PAYMENTS.   Within  thirty (30) days  from the  end  of  each
calendar quarter,  LICENSEE shall furnish ROYALTY REPORTS and make corresponding
ROYALTY  PAYMENTS to BEANSTALK with copies to OWNER in U.S.  Dollars pursuant to
this Paragraph at LICENSEE'S sole expense. ROYALTY REPORTS shall be furnished to
OWNER whether or not

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       any LICENSED ARTICLES have been sold and whether or not royalties are due
       and payable for the calendar quarter.

3.7.   METHOD  OF  PAYMENT.  All  ROYALTY  PAYMENTS,   other  payments  and  any
applicable  interest  shall be made payable to "The Beanstalk  Group LLC',  with
copies to OWNER,  utilizing  electronic  bank transfer paid, on behalf of OWNER,
to:


                            The Beanstalk Group, LLC
                        28 East 28th Street, 15th Floor
                            New York, New York 10016
                               c/o Citibank, N.A.
                                399 Park Avenue
                            New York, New York 10022
                              Account No.: 94628367
                               ABA No.: 021000089

       Written  confirmation of each electronic transfer and all ROYALTY REPORTS
and any other reports of payments as required by this Agreement  shall be signed
by LICENSEE'S authorized officer and certified as accurate, and shall be sent to
OWNER and BEANSTALK by express delivery on or before the due date.

       If any  inconsistencies or mistakes are discovered in such ROYALTY REPORT
or payments)  they shall  immediately be rectified and the  appropriate  payment
made by LICENSEE or set off against LICENSEE'S next ROYALTY PAYMENT and/or other
payment to OWNER if an overpayment was made by LICENSEE.

3.8.   INTEREST  DUE ON ALL PAST DUE  AMOUNTS.  Ally past due amount by LICENSEE
whether due pursuant to this Paragraph or any other  Paragraph of this Agreement
shall bear  interest at the then  current  prime rate plus five percent (5%) per
annum as quoted by Citibank,  New York, N.Y., United States of America, which is
applicable from the due date until the date of payment.

3.9.   CONVERSION  INTO DOLLARS AND  MISCELLANEOUS  PROVISIONS.  [for  contracts
covering countries outside U.S.]


       LICENSEE agrees that a1l currency  conversions in U.S.  dollars for sales
made  outside  the U.S.  in currency  other than U.S.  dollars  shall be made by
utilizing the exchange rate in effect on the last business day of the period for
which such royalties are due as reported in The Wall Street Journal.


       The cost of conversion of all local currencies into U.S. dollars shall be
the sole  expense  of  LICENSEE.  Any  cost of  conversion  built  into a bank's
exchange rate must be accounted for with a

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<PAGE>


corresponding  increase in the amount  being  converted so that all the costs of
conversion of all local  currencies into U.S.  dollars shall be the sole expense
of LICENSEE.

       LICENSEE shall withhold as taxes on all payments to be made to OWNER only
such  amounts as are  absolutely  required  to be withheld by law in the country
from which payment is being made.  LICENSEE  shall submit to OWNER  originals of
the remittance  voucher and the official  receipt  evidencing the payment of the
corresponding taxes.  LICENSEE shall fully cooperate with OWNER and provide such
information  and records as OWNER may require in connection with any application
by OWNER to the tax  authorities  in the  LICENSED  TERRITORY  and/or the United
States of America  including  but not limited to, the  obtaining of a credit for
any  withholding  tax paid in the  LICENSED  TERRITORY or any country from which
ROYALTY  PAYMENTS  and any other  payments  are being made by  LICENSEE to OWNER
pursuant to this Agreement.

3.10.  BUSINESS  PLAN.  Upon  thirty  (30) days from  OWNER'S  written  request,
LICENSEE  shall provide  OWNER a written  business  plan  detailing  information
including,   but  not  limited  to,  LICENSEE'S   product   development   plans,
advertising,  merchandising and promotional activities and breakdown of sales by
accounts.  In the event  LICENSEE  materially  deviates from such business plan,
LICENSEE  shall  promptly  provide OWNER with written  notice thereof and shall,
within sixty (60) days after sending such notice,  provide OWNER with a. revised
business plan.

3.11   DISTRIBUTION AND MARKETING OF LICENSED ARTICLES. LICENSEE recognizes that
the PROPERTY has a reputation for high quality products,  that the distribution,
sale and  marketing  of LICENSED  ARTICLES  might affect the  reputation  of the
PROPERTY, and that the distribution, sale and marketing of the LICENSED ARTICLES
is  subject  to the  approval  and  control  of  OWNER  who  might,  at its sole
discretion and subject to applicable laws and regulations, restrict or limit the
distribution  and sale of the LICENSED  ARTICLES to certain channels or means of
distribution,  sale or  marketing.  This license is granted only for sale in the
channels of distribution set forth on EXHIBIT 9.


3.12   SALE TO OWNER.  LICENSEE  agrees to sell to OWNER such  quantities of the
LICENSED  ARTICLES at the lowest  published/invoiced  wholesale  price and on as
good terms as LICENSEE sells similar  quantities of the LICENSED ARTICLES to the
general trade.


4.     RECORDS, AUDIT AND AUDITOR'S CERTIFICATION

4.1.   RECORDS.  During the TERM of this  Agreement  and for at least  three (3)
years  thereafter,  LICENSEE  shall keep in its  possession or under its control
accurate records covering all transactions  relating to this Agreement.  Records
shall  include,  but not be  limited  to,  invoices,  correspondence,  financial
information,  inventory records,  manufacturing,  quality control and approvals.
LICENSEE  shall  consistently  use a separate  symbol or number to identify  all
LICENSED ARTICLES.



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4.2.   AUDIT.  OWNER shall have the right to conduct an audit and make copies of
all records listed in Paragraph 4.1.,  above,  and to make a physical  inventory
count of LICENSED ARTICLES in production and/or storage.  If the audit reveals a
royalty  underpayment  of three percent (3%) or more or if three percent (3%) or
more of LICENSED ARTICLES were sold without final approval for the audit period,
LICENSEE agrees to reimburse OWNER for all of its full  out-of-pocket  costs and
expenses of the audit.  OWNER shall invoice LICENSEE and LICENSEE shall pay such
invoice within thirty (30) days.

       Audits may be performed by OWNER'S own  emp1oyees  and/or its  designated
independent  auditor,  all of whom shall hold  LICENSEE'S  audit  information in
confidence,  pursuant to Paragraph 12, infra.  Audit  information  shall only be
used  for  purposes  of  this  Agreement,  unless  used  to  judicially  enforce
obligations of LICENSEE.


5.     APPROVALS.

5.1.   APPROVAL  PROCESS.  LICENSEE,  at its expense,  shall submit to OWNER all
items including,  but not limited to, products,  packaging,  labeling,  point of
sale materials, trade show displays, sales materials and advertising bearing the
PROPERTY,  and if such items are in a foreign language,  certification  that the
translations of such items are accurate,  for OWNER'S  advance written  approval
prior to sale or distribution at all stages listed below.



         Concept    Rough Sketches or layout concepts;
         Prototype  Prototypes or finished artwork; and
         Final      Pre-production sample


       The following roles shall apply to all stages of the approval process:

       1.     LICENSEE shall not make any use of, sell Or distribute  such items
              as listed  in this  Section  5.1,  prior to OWNER  granting  final
              written approval.

       2.     OWNER shall have twenty (20) days from OWNER'S  actual  receipt to
              review and respond in writing to each of  LICENSEE'S  submissions.
              If OWNER  does not  respond  to any such  submission  within  such
              twenty  (20)  day  period,   such  submissions   shall  be  deemed
              disapproved.

       3.     OWNER,  in its sole  discretion,  reserves  the right to reject an
              item approved at a prior stage if in its physical form it does not
              meet  OWNER'S  marketing  standards  or departs  from the approved
              sample.

       4.     In the event of any  modification.  or change  in  quality  of the
              items, whether during the approval process or after final approval
              has been granted, such items shall be re-submitted for approvaL


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       5.     LICENSEE  shall  disclose all sources for any artwork not supplied
              by OWNER.

       6.     All submissions become the property of OWNER.

       7.     Upon LICENSEE'S written request, OWNER shall return prototypes and
              final artwork at LICENSEE'S  expense  provided  LICENSEE  supplies
              photographs of same.

       8.     LICENSEE  shall not have any rights  against  OWNER for damages or
              other remedy by reason of OWNER'S  failure or refusal to grant any
              approval referred to in this Paragraph.

       9.     LICENSEE shall not advertise in any publication or  communications
              medium  which could damage the goodwill of the PROPERTY or OWNER'S
              artwork and designs in any way.  Specifically,  LICENSED  ARTICLES
              shall not be  placed in any  illegal,  vulgar,  obscene,  immoral,
              unsavory or offensive manner or in any sexually-oriented magazine,
              or in any other  potentially  controversial  publication  or other
              controversial media or setting whatsoever.

       10.    LICENSEE shall supply OWNER with twelve (12) production samples of
              each LICENSED ARTICLE.

       11.    No facsimile transmissions will be accepted for approval.

       12.    LICENSEE agrees not to use the OWNER'S trademarks,  artwork and/or
              designs or any component  thereof in any business  sign,  business
              cards,  stationery  or  forms  nor  as  part  of the  name  of the
              LICENSEE'S business or any division thereof.

       13.    All press releases and/or public  announcements  by LICENSEE shall
              be  subject to prior  written  approval  by OWNER,  both as to the
              content,  timing and  distribution  of any such release.  LICENSEE
              shall  not have any  rights  against  OWNER for  damages  or other
              remedy by reason of OWNER'S  failure or refusal to grant  approval
              of any press release.

       14.    LICENSEE  agrees  to  furnish  to OWNER its DHL,  Federal  Express
              and/or UPS number for OWNER to use to transmit samples to expedite
              the approval process.

5.2.   RIGHT TO SUSPEND  APPROVAL  PROCESS.  In addition to its other  remedies,
OWNER  reserves the right to suspend the approval  process after OWNER has given
LICENSEE  notice of  breach  of this  Agreement,  until  LICENSEE  has cured the
breach.

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<PAGE>


5.3.   NO WAIVERS.  Approvals granted by OWNER under this Paragraph shall extend
only to  LICENSEE'S  use of the  PROPERTY or OWNER'S  artwork and  designs.  The
provisions for indemnity under this Agreement and LICENSEE'S  other  obligations
shall not be waived by approval of LICENSED ARTICLES by OWNER.

6.     QUALITY CONTROL

6.1    LICENSEE  COMPLIANCE WITH APPLICABLE LAW. All LICENSED  ARTICLES shall be
manufactured,  sold, labeled, packaged, distributed and advertised in accordance
with all applicable laws and regulations.

6.2.   SECONDS  AND  DISPOSAl.  If,  during  the  manufacture  of  the  LICENSED
ARTICLES,  any SECONDS arc produced,  LICENSEE shall destroy such SECONDS unless
OWNER,  in  its  sole  discretion,   provides   LICENSEE  with  express  written
instructions  to otherwise  dispose of such SECONDS.  All  products,  packaging,
labeling,  point of sale,  sales materials and advertising  bearing  trademarks,
artwork  and/or designs of OWNER produced by LICENSEE which are not suitable for
use or sale pursuant to this Agreement shall be promptly destroyed.

7.     ARTWORK


7.1.   RIGHT TO USE AND ASSIGNMENT TO OWNER. OWNER, in its sole discretion, will
provide  LICENSEE,  at LICENSEE'S  expense  available  artwork and designs which
LICENSEE can only use on LICENSED ARTICLES.

       LICENSEE  irrevocably  and in perpetuity  assigns to OWNER all worldwide,
right,  tit1e and  interest in and to any artwork  incorporating  the  PROPERTY.
OWNER has the sole and exclusive right to use,  change,  license or modify such
artwork,  without any obligation,  financial or otherwise, to LICENSEE.  Artwork
which qualifies as a "work-made-for-hire" under applicable copyright laws in the
LICENSED TERRITORY ate agreed to be "work-made-for-hire" owned by OWNER.

       If a artwork is made by a third party for LICENSEE, LICENSEE shall obtain
an  assignment  from such third  party  using  SCHEDULE  C  (Artwork  Assignment
Agreement).  and  shall use its best  efforts  to have  such  artwork  made as a
"work-made-for-hire."

       LICENSEE, at its expense, shall provide OWNER with reproducible materials
of all such artwork within thirty (30) days of OWNER'S written request.

       This Paragraph does not give OWNER any right,  title or interest in or to
the copyrights, trade dress or trademarks of LICENSEE.

8.     LICENSED ARTICLE MARKINGS

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8.1.   LABELING  REQUIREMENTS.  LICENSEE shall use and display the PROPERTY only
in such form and manner as are  specifically  approved by OWNER.  LICENSEE shall
cause to appear on all LICENSED ARTICLES  produced  hereunder and on their tags,
packaging,  advertising  and  promotional  materials such legends,  markings and
notices as OWNER may request,  which until further  notice shall be  "(C)/(R)/TM
The Andy Warhol  Foundation for the Visual Arts, Inc." Before using or releasing
any such material,  LICENSEE shall submit to OWNER,  for its approval,  finished
art work for tags, labels,  packaging, and advertising and promotional materials
which  shall not be used or  released  prior to  LICENSEE'S  receipt of  OWNER'S
approval.  Any article or other  materials  submitted  and not approved by OWNER
within  twenty  (20) days after  receipt  by OWNER  shall be deemed to have been
disapproved.

9.     INTELLECTUAL PROPERTY PROTECTION

9.1.   PROTECTION.  LICENSEE  acknowledges the ownership,  validity,  unique and
widespread celebrity,  great value and goodwill of the PROPERTY and acknowledges
that all  rights  therein  (including  trademark  and  copyright)  and good will
attached thereto belongs  exclusively to OWNER,  that the PROPERTY has secondary
meanings in the minds of the public and that all use of the PROPERTY  will inure
to the benefit of OWNER.  LICENSEE shall not,  during the term of this Agreement
or thereafter, attack or put in issue the title or any rights of OWNER in and to
the PROPERTY, and OWNER'S artwork and designs.

       LICENSEE  covenants  that,  notwithstanding  any other  provision of this
Agreement,  it will never take any action  which it knows or has reason to know
would  threaten  to  injure  the  image  or  reputation  of  OWNER or any of its
copyrights, trade dress, trademarks or products.

9.2.   REGISTRATIONS.  LICENSEE  shall assist OWNER at OWNER'S  expense,  to the
extent necessary in OWNER'S opinion, in procuring,  protecting and defending any
of  OWNER'S  rights  in the  PROPERTY,  in the  filing  and  prosecution  of any
trademark  application,  copyright  application  or other  applications  for the
PROPERTY,  the recording or canceling of this Agreement,  and the publication of
any notices or the doing of any other act or acts with respect to the  PROPERTY,
including the prevention of the use thereof by an  unauthorized  person, firm or
corporation,  that in the judgment of OWNER may be necessary or  desirable.  For
these  purposes,  LICENSEE  shall  supply to OWNER  free of cost to OWNER,  such
samples, containers,  labels and similar materials as may reasonably be required
in connection with any such actions.  OWNER, at its so1e expense,  shall file an
trademark applications, register the PROPERTY within the LICENSED TERRITORY with
respect to the LICENSED ARTICLES!  and in OWNER'S opinion,  in countries outside
the LICENSED TERRITORY where LICENSED ARTICLES may be sourced to the extent such
applications have not already been filed.


9.3.   NOTICE OF  INFRINGEMENT.  LICENSEE shall notify OWNER promptly in writing
of any alleged  infringements  or  imitations  by others of the  PROPERTY in the
LICENSED TERRITORY which come to LICENSEE'S attention. OWNER shall have the sole
right to


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determine  what,  if  any,  actions  shall  be  taken  on  account  of any  such
infringements or imitations.  If OWNER so desires it may prosecute any claims or
suits  in its own  name or join  LICENSEE  as a party  thereto,  all at  OWNER'S
expense.

       LICENSEE  shall not  institute  any suit or take any action on account of
any such infringements or imitations. LICENSEE shall not have any rights against
OWNER for damages or other remedy by reason of OWNER'S decision not to prosecute
any alleged  infringements  or  imitations  by others of the PROPERTY or OWNER'S
artwork and  designs.  LICENSEE  assumes the risk that there may be  counterfeit
and/or infringing articles of manufacture in the LICENSED TERRITORY.


9.4.   DAMAGES FOR UNAUTHORIZED USE. LICENSEE  acknowledges that the PROPERTY or
OWNER'S  artwork  and  designs  possess  special,   unique,   and  extraordinary
characteristics  which make difficult the  assessment of monetary  damages which
OWNER would sustain by LICENSEE'S  unauthorized  use.  LICENSEE  recognizes that
OWNER would suffer  irreparable  injury by such unauthorized use and agrees that
injunctive and other equitable relief is appropriate in the event of a breach of
this  Agreement  by  LICENSEE.  Such remedy  shall not be exclusive of any other
remedies  available to OWNER,  nor shall it be deemed an election of remedies by
OWNER

10.    WARRANTIES AND INDEMNIFICATION

10.1.  WARRANTIES.  LICENSEE hereby warrants and represents to OWNER that;

       1.     All LICENSED ARTICLES, packaging,  labeling, advertising and sales
              materials  are free  from  defects,  merchantable,  fit for  their
              intended use,  materially  conform to samples which received final
              approval,  comply  with all  legally  applicable  treaties,  laws,
              regulations,  standards and guidelines including,  but not limited
              to,  health,  product  safety and labeling,  and that LICENSEE has
              obtained the necessary approvals and  certification(s)  throughout
              the LICENSED TERRITORY.

       2.     All artwork of LICENSEE  pursuant to Paragraph  7.1. are original;
              not  in  the  public  domain;  not  previously  published;  not  a
              violation,  infringement,  unauthorized use or misappropriation of
              any  intellectual  property of any third  party;  not  libelous or
              contrary to law; and to the best of  LlCENSEE'S  knowledge not the
              subject of any litigation or claim; and

       3.     Pursuant to Paragraph  7.1., it has obtained a written  assignment
              to OWNER of all artwork made by a third party.




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10.2.  INDEMNIFICATION  BY LICENSEE.  LICENSEE  indemnifies  and holds  harmless
OWNER, its officers,  directors,  employees and agents  ("Indemnified  Parties")
from any act or omission of LICENSEE which liability  arises out of any lawsuit,
claim or demand based upon:

       1.     Any  alleged  defect  in  the  LICENSED  ARTICLES  or  the  use or
              condition thereof;

       2.     Any  alleged   violation,   infringement,   unauthorized   use  or
              misappropriation of any intellectual property of any third parties
              arising under or in conjunction with the manufacture,  sale and/or
              use of any LICENSED ARTICLES or

       3.     Any breach or violation of any warranty,  representation,  term or
              condition of this Agreement by LICENSEE.

       This indemnification  shall include  all damages,  interests,  reasonable
attorney's  fees,  costs and expenses which may be levied against or incurred by
Indemnified  Parties,  including  costs of  collection  of all  amounts owed  to
OWNER by LICENSEE and costs of all actions by OWNER  against LICENSEE to enforce
LICENSEE'S compliance with this Agreement.

       This obligation to indemnify and hold harmless  Indemnified Parties shall
not apply to any Lawsuit,  action,  legal proceeding,  claim or demand which is
solely due to the negligence or wrongful acts of the Indemnified  Parties or any
alleged copyright or trademark  infringement  which is based on a claim that the
approved use by LICENSEE of the PROPERTY  infringes  the  copyright or trademark
rights of such third parties.

       LICENSEE and its officers,  agents and employees  shall  cooperate  fully
with OWNER in the defense of any such lawsuit,  action, legal proceeding,  claim
or demand.

10.3   INDEMNIFICATION  BY OWNER OWNER indemnifies and holds harmless  LICENSEE,
its officers, directors, employees and agents from any act or omission of OWNER,
its officers, directors, employees and agents, which liability arises out of any
lawsuit, claim or demand based upon:

       1.     Any alleged copyright or trademark infringement arising out of the
              approved use of the PROPERTY as authorized in this Agreement; or

       2.     Any breach or violation of any warranty,  representation,  term or
              condition of this Agreement by OWNER.

       This  indemnification  shall  include all damages,  interests  reasonable
attorney's  fees, costs and expenses which may be levied  against or incurred by
LICENSEE, its officers, directors, employees and agents.


                                       11
<PAGE>



       OWNER shall  undertake and conduct the defense of any such claim.  demand
or cause of action, and shall have the sole responsibility therefor.

       Compliance  by LICENSEE with the  insurance  provision of this  Agreement
shall not relieve LICENSEE from liability under this indemnity provision.

10.4.  COOPERATION. Each party shall cooperate fully with the other party in the
defense of any c1aims,  demand or cause of action  covered under this  Paragraph
10.  Each party  claiming a right of  indemnification  shal1 give  notice to the
other party  within  fifteen  (15) days after  learning of such claim  demand or
cause of action.

11.    INSURANCE.  Upon  execution of this  Agreement,  LICENSEE  shall have and
maintain at its sole cost and  expense  throughout  the term of this  Agreement,
post-termination   or  expiration   Sell-off  Period,  and  for  two  (2)  years
thereafter,  standard  liability  insurance from a recognized  insurance company
acceptable  to  OWNER.   This   insurance   coverage  shall  provide  a  minimum
comprehensive  general liability  insurance for each occurrence,  bodily injury,
property  damage,  personal injury,  product  liability,  intellectual  property
liability, contractual liability and advertising injury liability in the amount
set forth on EXHIBIT 8.

       Such  insurance  coverage  shall name OWNER and  BEANSTALK as  additional
insured  parties  against  any and all  claims,  demands,  causes  of  action or
damages, including reasonable attorneys' fees.

       The  stipulated  limits of  coverage  above shall not be  construed  as a
limitation of any potential liability of LICENSEE to OWNER or third parties, and
failure to request  evidence of this insurance shall in no way be construed as a
waiver of LICENSEE'S obligation to provide the insurance coverage specified.

       Such  insurance  policy  shall  provide  that it may not be  canceled  or
amended in a manner  which  restricts  the  existing  coverage  without at least
thirty (30) days prior written notice to OWNER.

       Within  thirty (30) days after this  Agreement  is fully  executed,  (and
thereafter  at least  thirty  (30) days  prior to the  expiration  of  insurance
coverage), LICENSEE shall furnish to OWNER a Certificate of Insurance evidencing
the  foregoing  coverage  and  specifical1y   listing  OWNER  and  BEANSTALK  as
additional Insured parties.



                                       12
<PAGE>



1:2.   CONFIDENTIALITY. Neither party shall disclose, reveal, divulge, use or by
whatever  means make  available,  except as required to perform its  obligations
pursuant to this  Agreement,  the terms and  conditions  of this  Agreement  and
information of the other party which was denominated or marked as "confidential"
at the time of  disclosure  or  confirmed  in writing as  "confidential"  within
thirty (30) days from an oral  disclosure  obtained  from the other party during
the TERM of this  Agreement  and for a period  of three  (3)  years  after  this
Agreement  expires  or is  terminated  for  any  reason  without  prior  written
permission  from the other party.  Each party  hereto may disclose  confidential
information from the other party to its affiliates  subject to all the terms and
conditions of this Paragraph.

       The obligations of confidentiality shall not apply to information which:

       (i)    Is, or subsequently may become, available to the public through no
              fault of the receiving party.

       (ii)   The  receiving  party can show was  previously  known to it at the
              time of disclosure.

       (iii)  May  subsequently  be obtained from a third party who has obtained
              the information through no fault of the receiving party.

       (iv)   Is independently  developed as evidenced by the written records of
              the receiving party.

       (v)    Is disclosed to a third party by the  disclosing  party  without a
              corresponding obligation of confidence.

       (vi)   Is required to be disclosed by the receiving  party  pursuant to a
              requirement,  order or  directive  of a  government  agency  or by
              operation of law subject to prior consultation with the disclosing
              party's legal counsel.

13.    NO RIGHT TO ASSIGN OR TO SUBLICENSE.  This Agreement and all.  rights and
duties  herein are personal to LICENSEE and are not  assignable,  in whole or in
part, by LICENSEE without OWNER'S prior written  consent.  The rights and duties
hereunder  may not be  mortgaged  or  otherwise  encumbered.  Except as provided
herein,  any grant or attempted  grant by LICENSEE of any  assignment of part or
all of this Agreement, a sublicense,  a subcontract or any other act of LICENSEE
which in any way  attempts to encumber or  transfer;  or, in fact,  encumbers or
transfers any of LICENSEE'S  rights and  obligations  hereunder,  or the sale or
attempted sale of a controlling interest in the shares of LICENSEE constitutes a
breach of this Agreement. Any change in the control of LICENSEE, either directly
or  indirectly,  without  notice  to and the  prior  written  consent  of  OWNER
constitutes a breach of this Agreement.  Any assignment or other change approved
by OWNER sha1l make this Agreement  fully binding upon and  enforceable  against
any successors or assigns.

14.    TERMINATION.  Without prejudice to any other rights) OWNER shall have the
right to terminate  this  Agreement upon written notice to LICENSEE at any time:
if:

       (i) LICENSEE  shall fail to make any payment  (including  any payment for
artwork or other  allowable  expenses)  due  hereunder  Or to deliver any of the
statements herein referred to, and


                                       13


<PAGE>



if such  default  shall  continue for a period  of five (5) business  days after
written notice of such default is sent by OWNER via certified or registered mail
to LICENSEE.

       (ii) LICENSEE  shall  discontinue  its business,  LICENSEE shall make any
assignment  for the  benefit  of  creditors,  or shall file any  petition  under
Chapters  10,11 or 12 of Title 11.  United  States  Code,  or file a  voluntary
petition in  bankruptcy,  or be  adjudicated a bankrupt or insolvent,  or if any
receiver  is  appointed  for its  business  or  property,  or if any  trustee in
bankruptcy, or insolvency shall be appointed under the laws of the United States
government or of the several states. In the event this license is so terminated,
LICENSEE,  its receivers,  representatives,  trustees,  agents,  administrators,
successors  and/or  assigns  shall have no right to sell,  exploit or in any way
deal with any of the  LICENSED  ARTICLES  or any carton,  container,  packing or
wrapping  material,  advertising,  promotional  or display  material  pertaining
thereto, except with and under the special consent and instructions of OWNER, in
writing, which they shall be obligated to follow.


       (iii)  INTENTIONALLY DELETED.

       (iv) If  LICENSEE  shall  fail to  perform  any  other  material  term or
condition of this  Agreement  and not cure such failure  within twenty (20) days
after notice.

       (v) If for any six (6) month  period  LICENSEE  does not  diligently  and
commercially  distribute and sell an categories of LICENSED ARTICLES included in
EXHIBIT 1 of this Agreement throughout each country in the LICENSED TERRITORY.

       (vi) If OWNER or LICENSEE is ordered to withdraw,  discontinue, remove or
recall  any  LICENSED  ARTICLE  from  the  RETAIL  market  by  a  government  or
governmental agency, regulatory body, court or the like.

       (vii) If during any twelve  (12) month  period  OWNER gives more than two
(2)  termination  notices to LICENSEE  pursuant to this Paragraph  regardless of
cure by LICENSEE.

       (viii) If LICENSEE does not begin the bona fide manufacture, distribution
and sale of the  LICENSED  ARTICLES  on a  national  basis on or before the date
specified in EXHIBIT 9.

       Termination of the license under the  provisions of this Paragraph  shall
be without  prejudice  to any rights  which  OWNER may  otherWise  have  against
LICENSEE.  Upon the termination of the license  granted herein,  notwithstanding
anything to the contrary herein,  all royalties on sales  theretofore made shall
become  immediately due and payable and no MINIMUM  ROYALTIES shall be repayable
and balances owing on MINIMUM  ROYALTIES  shall be immediately  due and payable,
Notwithstanding  any  termination or expiration of this  Agreement,  OWNER shall
have and  hereby  reserves  all rights  and  remedies  which it has or which are
granted to it by operation of law, to enjoin the unlawful or unauthorized use of
the PROPERTY.


                                       14
<PAGE>



14.1.  SELL-OFF  PERIOD.  After  expiration or  termination of the license under
this Agreement, LICENSEE shall have no further right to manufacture,  advertise,
distribute,  sell, or otherwise deal in any LICENSED  ARTICLES which utilize the
PROPERTY, except as hereinafter provided.

       (i) LICENSEE shall prepare a fully written inventory list and submit same
to OWNER within ten (10) days of the  expiration or  termination  of the license
under this Agreement. Such list will include orders on hand, work in process, as
well as finished LICENSED ARTICLES.

       (ii) OWNER shall have twenty (20) days  thereafter  to decide  whether to
purchase  any or all  inventory  at the lower of cost or fair market  value.  If
OWNER  exercises  such right of purchase,  LICENSEE  shall deliver the inventory
referred to in OWNER'S  notice  within ten (10) days after  OWNER'S  said notice
with the exception of inventory necessary to fulfi11 orders on hand. OWNER shall
pay LICENSEE for such delivered  inventory as is in marketable  condition within
twenty (20) days after its receipt thereof.

       (iii) Upon said expiration or termination, and if OWNER does not elect to
purchase the inventory,  unless the  expiration or termination  shall occur as a
result  of  a  violation  of  Paragraphs  3,  5 or  11  hereof,  LICENSEE,  on a
non-exclusive  basis,  may dispose of LICENSED  ARTICLES which are on hand or in
process at the time of such  expiration or  termination,  for a period of ninety
(90) days therefrom,  provided all payments with respect to that ninety (90) day
period are made in accordance with Paragraph 3 hereof.

15.    DISTRIBUTION  REQUIREMENTS.  LICENSEE  agrees to use its best  reasonable
efforts to sell, distribute and supply the LICENSED ARTICLES within the LICENSED
TERRITORY hereof.  LICENSEE must begin the bona fide  manufacture,  distribution
and sale of the  LICENSED  ARTICLES  on a  national  basis on or before the date
specified  on  EXHIBIT  9.  LICENSEE  further  undertakes  to make and  maintain
adequate  reasonable  arrangements for the  broadest  possible  distribution  of
LICENSED  ARTICLES  throughout such LICENSED  TERRITORY  through all regular and
permitted  channels of  distribution  for RETAIL  sales to  consumers  and other
organizations  (as set forth on EXHIBIT 9). LICENSEE agrees to maintain adequate
inventories of the LICENSED  ARTICLES as an essential  part of its  distribution
program.  In the event OWNER advises LICENSEE that a special  promotional effort
is to take  place in one  individual  store or  chain,  LICENSEE  agrees to make
arrangements for the supply of LICENSED  ARTICLES to said store of chain in such
quantities as may be required for such effort.

16.    NOTICES.  An notices and  statements  to be given and all  payments to be
made hereunder,  shall be given or made at the respective address of the parties
as set  forth  below  unless  notification  of a change of  address  is given in
writing.  Any notice shall be sent by registered or certified mail, and shall be
deemed to have been given at the time it is mailed.

            If to OWNER:       Andy Warhol Foundation
                               65 Bleecker Street, 71h Floor



                                     15
<PAGE>


                               New York, New York 10012-2420
                               Attention: Martin Cribbs

            If to BEANSTALK:   The Beanstalk Group, LLC
                               28 E. 28th Street, 15th Floor
                               New York, NY 10016-7930
                               Attention: Seth Siegel

             with a copy to:   Chief Legal Officer
                               at the same address

            If to LICENSEE:    To the name and address set
                               forth on EXHIBIT 10.


16.1.  NOTICE OF MANDATED  RECALL OF  LICENSED  ARTICLES.  My notice received by
LICENSEE, or any MANUFACTURER, ordering the withdrawal,  discontinuance, removal
or recall of any LICENSED  ARTICLES  from the RETAIL  market by a government  or
governmental  agency,  a regulatory body, court or the like shall be immediately
notified to OWNER in writing.

17.    FORCE  MAJEURE.  Neither party shall be liable for failure to perform any
of their  obl1gations  hereunder  when such failure is caused by or results from
(i) strike,  blacklisting,  boycott or sanctions however incurred;  (ii) acts of
God, public enemies, authority of law, embargo,  quarantine,  riot, insurrection
or war; (iii) inability to obtain raw materials;  or (iv) any other cause beyond
their respective control.

       In the event  either  party is unable to  perform  its  obligations  as a
consequence of any of the contingencies set forth in this Paragraph for a period
of six (6) months or more,  either party hereto may  terminate  this  Agreement,
which  termination  shall relieve each party of any liability to the other based
upon such termination;  however,  LICENSEE shall not be released from any of its
obligations to make ROYALTY  PAYMENTS or any other payments to OWNER pursuant to
the terms and conditions of this Agreement.

18.    ENTIRE  AGREEMENT.  This Agreement  constitutes the entire  agreement and
understanding between the parties hereto and terminates and supersedes any prior
agreement  or  understanding,  either oral or  written,  relating to the subject
matter  hereof  between  OWNER  and  LICENSEE.  None  of the  provisions of this
Agreement  can be waived or modified  except in writing  signed by both parties,
and there are no representations, promises, agreements, warranties, covenants or
undertakings  other  than those  contained  herein.  Neither  the tender of this
Agreement  by OWNER to LICENSEE  nor the  encashment  by OWNER or  BEANSTALK  of
LICENSEE'S  ADVANCE  PAYMENT shall be binding,  provided in the latter case that
repayment is made in a  commercially  prompt and  reasonable  manner.  Only upon
delivery to LICENSEE  of a  fully-executed  agreement  shall this  Agreement  be
binding. This Agreement and any rights herein granted are personal to



                                       16
<PAGE>



LICENSEE and shall not be assigned,  sublicensed or encumbered  without  OWNER'S
written consent.

19.    NO JOINT VENTURE.  Nothing herein  contained  shall be construed to place
the parties in the  relationship of partners or joint  venturers or agents,  and
LICENSEE  shall  have  no  power  to  obligate  or  bind  OWNER  in  any  manner
whatsoever.

20.    APPLICABLE  LAW  AND  JURISDICTION.  The  terms  and  provisions  of this
Agreement  shall be interpreted  in accordance  with and governed by the laws of
the State of New York, United States of America.  Venue and jurisdiction for any
dispute arising under or involving the terms of this Agreement and  jurisdiction
over the  parties to this  Agreement  shall be vested in the  federal  and state
courts  located  in New York,  New York,  USA.  LICENSEE  consents  to  personal
jurisdiction  in said courts and shall not seek  to  transfer  or to change  the
venue of any action brought in compliance with this Paragraph.  LICENSEE  agrees
and  acknowledges  that  service of process  by certified mail  (return  receipt
requested), personal delivery, or overnight mail constitutes valid service under
the laws of the State of New York and the laws of the United  States of America,
including, but not limited to, all due process requirements.

       IN WITNESS WHEREOF,  each of the parties hereto has caused this Agreement
to be  executed  by its  duly  authorized  officer  as of the date  first  above
written.


KNIGHTSBRIDGE FINE WINES, INC.              THE ANDY WARHOL FOUNDATION
                                            FOR THE VISUAL ARTS, INC.

BY:    /s/                                  BY:    /s/ illegible
      ------------------------                    ------------------------
          Jake Shapiro


TITLE: Chairman                             TITLE:  President  CFO
      ------------------------                    ------------------------

DATE:  9/23/03                              DATE:   9/25/03   9/24/03
      ------------------------                    ------------------------

BY:    /s/
      ------------------------
           Barry Alaxander

TITLE:  Brand Manager
      ------------------------

DATE:  9-22-03
      ------------------------






                                       17
<PAGE>



                               TABLE OF EXHIBITS


EXHIBIT 1 (PARAGRAPH 1.2: LICENSED ARTICLES)

Fine wine to include  artwork and  quotations  to be approved on a  case-by-case
basis.

EXHIBIT 2 (PARAGRAPH 1.4: LICENSED TERRITORY)

North America

EXHIBIT 3 (PARAGRAPH 2.2: TERM)

August 1, 2003 through December 31, 2006

Year 1 - (8/1/03 - 12/31/04)
Year II - (1/1/05 - 12/31/05)
Year III - (1/1/06 - 12/31106)

EXHIBIT 4 (pARAGRAPH 3.1:  ROYALTY RATE)

 Four percent (4%) of Net Sales

EXHIBIT 5 (PARAGRAPH 3.2: ADVANCE PAYMENT)

 Forty Thousand ($40,000.00) Dollars

EXHIBIT 6 (PARAGRAPH 3.3: MINIMUM  ROYALTY)

$400,000.00 payable as follows:


 DATE DUE                 AMOUNT DUE              DESCRIPTION
 --------                 ----------              -----------
December 1, 2003          $40,000.00              Advance (Year 1)
December 15, 2004         $45,000.00              Remainder of Year 1 guarantee
December 15, 2005         $135,000.00             Year II guarantee
December 15, 2006         $180,000.00             Year III guarantee

EXHIBIT 7 INTENTIONALLY DELETED


DELETED EXHIBIT 8 (PARAGRAPH 11: INSURANCE

$2,OOO,OOO combined, sIngle Limit.




                                       18
<PAGE>



EXHIBIT 9 (PARAGRAPH 15: DISTRIBUTION REQUIREMENTS)

Channels of Distribution:  Restaurants,  hotels, fine wine shops, liquor stores,
club stores,  grocery stores where fine wines are sold  (specifically  excluding
convenient stores)

Distribution Start Date: July 1. 2004

EXHIBIT 10 (PARAGRAPH 16: NOTICES)

Knightsbridge Fine Wines, Inc.
65 Shrewsbury Road Livingston,
New Jersey 07039
Attention: Barry Alaxander

With a copy to: Jake Shapiro














                                       19
<PAGE>



                                   SCHEDULE A
PROPERTY
"General Warhol Artwork"























                                       20
<PAGE>

<TABLE>

<CAPTION>

                                SCHEDULE B
                     ROYALTY REPORT FORM (by country)
-----------------------------------------------------------------------------------------------------
<S>                                                                             <C>       <C>

 SKU #   Description   Price/Unit   Units Sold   Total Sales   Less Returns   Less        Net Sales
                                                                              Allowances
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
</TABLE>


                                        Total Net Sales
                                                        -------------
                                        x Royalty Rate
                                                        -------------
                                        Rolalties Due
                                                        -------------
                                        Less Advances   (            )
                                                         ------------
                                        Total Royalties Due $
                                                             -----------



Signature of Authorized
Officer Certifying foregoing
to be accurate

-----------------------------
Name:
       ----------------------
Title:
       ----------------------
Date:
       ----------------------






                                       21
<PAGE>



                                   SCHEDULE C

                          ARTWORK ASSIGNMENT AGREEMENT

IN   CONSIDERATION   OF  One:   Dol1ar  ($1.00)  and  other  good  and  valuable
consideration  paid  or to be  paid to  _________________  (the"Contractor")  by
______________ ("Company"), the parties hereto agree as follows:


(a)    Contractor  represents  and  warrants  that  Contractor  will  create all
       _____________  to  be  submitted  by  Contractor  hereafter  to  Company,
       including,  without limitation, aLL ________ and ____________ done and to
       be done in connection  with a property of __________  known as______ (ALL
       such materials created by Contractor and all drafts,  outlines, and other
       preparatory  materials  shall  collectively be called the "Work" herein).
       Contractor  warrants and represents  that the Work shall be original with
       Contractor  and shall not infringe the rights of any third  parties;  and
       that  ______________  has the exclusive  right forever and throughout the
       universe to exploit the Work and the results and proceeds of Contractor's
       services rendered in connection therewith.

(b)    The  Work  is  and  shall  be   considered  a  work  made  for  hire  for
       _____________ , and The Andy Warhol  Foundation for the Visual Arts, Inc.
       owns and shall own all right,  title and  interest in and to the Work and
       the results and proceeds of Contractor's  services rendered in connection
       therewith, including, without limitation, all copyrights and renewals and
       extensions of copyright therein.


(c)    To the extent that any such  ownership  in such Work does not vest in The
       Andy  Warhol   Foundation  for  the  Visual  Arts,   Inc.  by  reason  of
       Contractor's  status as an employee for hire:  Contractor  hereby assigns
       and transfers in whole to The Andy Warhol Foundation for the Visual Arts,
       Inc., all right,  title, and interest in and to such Work and the results
       and proceeds thereof to the extent that Contractor has, had, or will have
       any interest therein,  including without  limitation,  all copyrights and
       renewals and extensions of copyright therein.


(d)    The Work may be  registered  for copyright in the name of The Andy Warhol
       Foundation for the Visual Arts, Inc., and The Andy Warhol  Foundation for
       the Visual  Arts,  Inc.  shall own and possess all  physical  material in
       which or on which the Work is embodied or reproduced,  by or on behalf of
       Contractor.  The Andy Warhol  Foundation for the Visual Arts,  Inc. shall
       have the  exclusive  right  forever  throughout  the  universe to change,
       adapt,  modify,  use, combine with other material,  and otherwise exploit
       the Work in all media and by all means,  whether  now known or  hereafter
       invented or  developed.  Contractor  hereby waives any and an claims that
       Contractor may have now or may hereafter have in




                                       22
<PAGE>



       any  jurisdiction  to  so-called  "moral  rights" or "droit  moral"  with
       respect to the Work, and to the results and proceeds thereof.

(e)    Any further  compensation  paid or to be paid to Contractor  for services
       rendered in  connection  with the Work shall be  described  in a separate
       writing  or  writings.   This  Agreement  shall   constitute  the  entire
       understanding  between the parties.  This  Agreement  may not be altered,
       modified or changed in any way without  the  express  written  consent of
       both parties and shall be construed  in  accordance  with the laws of the
       State of New York applicable to agreements  executed and wholly performed
       therein.


(f)    When requested by Company,  or __________ , Contractor  shall perform all
       such acts and things and sign all  documents and  certificates  which the
       Company  may  reasonably  request  in order to carry out the  intent  and
       purpose of this Agreement.


IN WITNESS WHEREOF, the undersigned have executed this Agreement.


COMPANY:                                  CONTRACTOR:

BY:                                       BY:
     ------------------------------            ------------------------------

ITS:                                      ITS:
     ------------------------------            ------------------------------

DATE:                                     DATE:
     ------------------------------            ------------------------------


[to be notarized]















                                       23
<PAGE>


                                  Andy Warhol

                            LICENSING APPROVAL FORM
                     SEND APPROVAL FORM AND SUBMISSIONS TO:
                     --------------------------------------
                       Sarah Montante, Licensee Management
                          The Beanstalk Group
                         28 East 28th Street, 15th Floor
                               New York, NY 10016

                     Phone: 212-303-1185; Fax: 212-421-6388
                      Email: sarah.montante@baanstalk.com
================================================================================
                          TO BE COMPLETED BY LICENSEE
Submission Date:
--------------------------------------------------------------------------------
Licensee:                      Contact Name:

--------------------------------------------------------------------------------
Phone:                         Fax:                     E-mail:

--------------------------------------------------------------------------------
Item/SKU#:                     Market of Distribution:

--------------------------------------------------------------------------------
Description

--------------------------------------------------------------------------------
I. STAGE OF DEVELOPMENT:
[ ]Concept/Layout/Sketch  [ ]Prototype/Mock-up   [ ] Pre-Production Sample/Final
                                                     Layout
II.SUBMISSION TYPE:
--------------------------------------------------------------------------------
   Product     Packaging     Merchandising/        Collateral        Advertising
   -------     ---------     --------------        ----------        -----------
                            Promotions(P.O.P.,  (Sales Materials)
                            ----------
                                P.O.S)
--------------------------------------------------------------------------------
[ ]New SKU    [ ]           [ ]Free-standing  [ ]Catalog/Brochure [ ]Consumer Ad
             Box/Clamshell/    display
              Card
[ ]Change to  [ ] Hang Tag/ [ ]Clip-strip/    [ ]Sell sheet       [ ]Trade Ad
 Existing SKU     Tag          Cross-Merch.                           (B2B)
[ ]Other      [ ]Promo      [ ]Promotional    [ ]Sales            [ ]Press
               Pkg/Sticker      Display        presentation        Release Draft
------------
              [ ]Shipping   [ ]in-Line        [ ]                 [ ]
                 Carton        Signage         Other               Other
                                                    --------            --------
              [ ]           [ ]
               Other         Other
                    --------      --------

--------------------------------------------------------------------------------
III. COMMENTS: (Attach additional pages If necessary.)
                                                      --------------------------
--------------------------------------------------------------------------------
IV: Does sample/submission need to be returned? Yes []
No[]                                 If yes, by what date?
                                                      --------------------------
                                     Shipping Carrier and
                                     Number:          --------------------------
================================================================================
                           TO BE COMPLETED BY LICENSOR

Date Received
              -----------------
[] Approved as submitted    [] Approved with corrections   []Re-submit with
                                                              corrections
(Please re-do) [] Not Approved
COMMENTS: (Attach additional pages if necessary.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Licensor                                  Date
  Signature
            ------------------------------        -----------------------




                                       24
<PAGE>



                                   SCHEDULE E
                            MANUFACTURERS AGREEEMENT

       This  Manufacturer's  Agreement  is  made  by and  between_______________
"LICENSEE" and ______________ ) "Manufacturer" located at_______________________

       WHEREAS,  LICENSEE  has entered  into a License  Agreement  with The Andy
Warhol   Foundation  for  the  Visual  Arts,  Inc.   ("OWNER")  dated  for  tIle
manufacture,  distribution and sale of certain LICENSED ARTICLES bearing certain
trademarks of OWNER that are identified on the attached EXHiBIT 1 ("PROPERTY");

       WHEREAS, LICENSEE desires Manufacturer to manufacture or supply materials
for the manufacture of certain LICENSED ARTICLES bearing the PROPERTY ("LICENSED
ARTICLES"), which are subject to such License Agreement;

       WHEREAS,   pursuant  to  said  License   Agreement,   all  suppliers  and
manufacturers  utilized by LICENSEE in the manufacture of LICENSED ARTICLES must
agree to certain conditions;

       NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, Manufacturer agrees as follows:

1.     Manufacturer  acknowledges  that the  PROPERTY  are the sole  property of
       OWNER and that Manufacturer's  right to manufacture the LICENSED ARTICLES
       with the  PROPERTY  thereon is in all  respects  subject to the terms and
       conditions  of the License  Agreement.  All  manufacturing  rights to the
       LICENSED  ARTICLES  are  subject  to the  restrictions  on the use of the
       PROPERTY and the  termination  provisions of the License  Agreement.  The
       manufacture of the LICENSED  ARTICLES shall give Manufacturer no right to
       use the PROPERTY or to sell LICENSED ARTICLES bearing the PROPERTY beyond
       the term of the  License  Agreement.  If  0WNER  terminates  the  License
       Agreement,  Manufacturer shall have no claim against OWNER for any reason
       whatsoever.

2.     Manufacturer shall not sell the LICENSED ARTICLES to any person or entity
       except




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<PAGE>



LICENSEE.


3.     Manufacturer  will conform to all local Jaws and customs regarding hiring
       practices,  wage and  working  conditions.  Under no  circumstances  will
       Manufacturer  involve the  production  of OWNER  LICENSED  ARTICLES in an
       environment  where  underage  labor is  employed.  Manufacturer  will not
       utilize  factories  or  production  facilities  that  force  work  to  be
       performed  by unpaid  laborers or those who must  otherwise  work against
       their wil1.  LICENSEE  will  monitor  Manufacturer's  factories  and work
       environment   to  ensure   compliance   to  these   policies  and  obtain
       verification  of  compliance.  If  Manufacturer  is  found  not  to be in
       compliance with the above requirements,  they will no longer be permitted
       to be a manufacturer of OWNER'S LICENSED ARTICLES.


4.     OWNER  shall be  deemed  an  intended  third  party  beneficiary  or this
       Agreement and shall have the right, in  its  sole discretion, to  enforce
       its provisions against Manufacturer.


MANUFACTURER                               LICENSEE



By:                                        By:
    ---------------------------                ---------------------------
            Signature                                  Signature

    ---------------------------                ---------------------------
          Printed Name                               Printed Name

    ---------------------------                ---------------------------
             Title                                      Title

    ---------------------------                ---------------------------
             Date                                       Date













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