Exhibit 10.2

                             UCC FUNDING CORPORATION



October 29, 2004



Mr. Neil Cole, CEO
Candie's, Inc.
215 West 40th Street 6th Floor
New York, NY 10018


Re: Badgley Mischka Acquisition


Dear Neil:

This letter agreement sets forth certain financial arrangements to which UCC
Funding Corporation, a Delaware Corporation, ("UCC") its affiliates, successors
and/or assigns, with offices located at 1330 Avenue of the Americas, New York,
NY 10019, is entitled to receive, for services rendered as merchant banker to
Candie's, Inc. ("Candie's"), a Delaware corporation with offices located at 215
West 40th Street, New York, NY 10018 in connection with the consummation of the
purchase by Candies, through a newly formed entity, ("Buyer") of certain assets
(the "Assets") of B.E.M. Enterprise, Ltd., ("BEM") pursuant to a letter of
intent dated September 24, 2004 attached hereto as Appendix A (the "Proposed
Acquisition").

For purposes of this letter agreement, UCC shall assign all of its rights to its
affiliate, Content Holdings, its affiliates, successors and or assigns
("Content") a New York Corporation with offices at 1330 Avenue of the Americas,
New York, NY 10019 Attn: Lori Henchel, or such other entity it may designate.

Fees:
Upon consummation of the Proposed Acquisition, UCC shall be entitled to the
following:

A.   From  the  period   commencing  upon  the   consummation  of  the  Proposed
     Acquisition  until  such  time,  if ever,  as all of the stock or assets of
     Buyer are sold (the  "Term"),  Content  shall be  entitled to receive a fee
     (the  "Fee")  equal to 5% of the  gross  revenues  of  Buyer,  which  shall
     include,  but not be limited  to, any  royalties  (other  than  advertising
     royalties, so long as such advertising royalties are actually spent), fees,
     advances  or any other  payments of cash or PIK  payments  derived by Buyer
     from the Badgley  Mischka  trademark  and all  derivative  trademarks  (the
     "Royalty").  Royalty  amounts,  if any, shall be due and payable to Content
     within thirty (30) days after the end of each calendar  quarter  during the
     Term   accompanied  by  a  certified   statement  of  the  calculation  and
     determination of the Fee; and

B.   During the Term,  Content shall have customary audit and inspection  rights
     of the business of Buyer for the sole purpose of calculating  the amount of
     the Royalty due Content pursuant to paragraph A above; and

C.   During  the  Term,  Buyer  and  Candie's  agree not to place or cause to be
     placed a lien,  charge,  encumbrance,  pledge or security interest which is
     equal to or superior to the lien granted to Content in paragraph G below on
     the Royalty or the cash flows  relating to the  Royalty,  without the prior
     written  approval of Content,  and Content  agrees to cooperate and execute
     such  documents  (provided  they  are in a form  reasonably  acceptable  to
     Content) when requested by Buyer in connection  with any such  subordinated
     lien, charge, encumbrance pledge or security interest; and

D.   Content  will be entitled to receive a cash payment from the sale of all or
     substantially  all of the stock or assets of Buyer based upon the following
     formula:  An amount equal to the greater of (i) 5% of the (sales price less
     $2,150,000) or (ii) the product of (x) the sales price less  $2,150,000 and
     (y) a fraction,  the numerator of which is the gross royalties  received by
     Content during the trailing 12 month period and the denominator of which is
     the Buyer's  EBITDA  during the  trailing 12 month  period  (calculated  in
     accordance with GAAP); and

E.   In connection with any sale by Candie's,  whether by sale of stock,  assets
     or change of control,  Candie's  shall require the purchaser  thereof to be
     bound by the terms and conditions of this Agreement; and

F.   Robert W.  D'Loren,  as  designee  of UCC and Content  will  receive  stock
     options to acquire  50,000 shares of Candie's  common stock,  the price per
     share shall be established on the day  immediately  prior to closing of the
     Proposed  Acquisition.  The options  will vest upon grant  option grant and
     shall be approved by the appropriate  outside directors with full knowledge
     of this letter agreement; and

G.   Buyer shall grant  Content a first lien  position on its assets,  including
     the Badgley Mischka trademark, to secure only those obligations of Buyer to
     Content under  paragraph A above,  and shall permit Content to file a UCC-1
     financing  statement or other  appropriate and necessary  documentation  to
     evidence its first lien position.



Announcement:

All press releases, internal announcements and any other communication relating
to this transaction shall be subject to prior written approval of the parties.

Confidentiality:
The terms, conditions and existence of this letter and all further discussions
and information shared between the parties will be treated by the parties as
confidential and shall not be used by any of them except in connection with this
transaction, subject to appropriate disclosure to regulatory authorities and as
otherwise required by law or the rules of any securities exchange which may be
applicable.

Governing Law:
This transaction shall be governed by the laws of the State of New York.

Binding Effect:
Subject to the conditions set forth herein, the obligations of each of the
parties under this letter shall be binding at the time this letter is executed.



<PAGE>


Please sign and date this letter in the spaces provided below to confirm our
understandings and agreements as set forth in this letter and return a signed
cop undersigned. By its execution of this letter, each party is representing
that it has the consent of a majority of its Board of Directors (and in the case
of Candie's, by the vote of the majority of its independent directors) and such
other parties necessary to the extent such approval is required, to consummate
the transactions contemplated herein.


Acknowledged and Agreed to:


UCC FUNDING CORPORATION                           CONTENT HOLDINGS INC



/s/ Robert W. D'Loren                             /s/ Robert W. D'Loren
-----------------------------------------         -----------------------------
Name:  Robert W. D'Loren                          Name:  Robert W. D'Loren
Title: President, CEO                             Title: President, CEO

CANDIE'S, INC.                                    BADGLEY MISCHKA LICENSING LLC




/s/ Neil Cole                                     /s/ Neil Cole
-----------------------------------------         -----------------------------
Name:  Neil Cole                                  Name:  Neil Cole
Title: President, CEO                             Title: President, CEO