Exhibit 10.33
                                                                  DRAFT: 5/23/00

     THIS  AGREEMENT  made as of the 1st day of November,  2000,  between GOTTEX
MODELS LTD.,  an Israeli  corporation  with offices at New  Industrial  Zone, Or
Yehuda,  Israel  ("GOTTEX  ISRAEL"),  GOTTEX  MODELS  (USA)  CORP.,  a New  York
corporation  with offices at 1411  Broadway,  New York,  New York 10018 ("GOTTEX
USA")  (GOTTEX  ISRAEL  and  GOTTEX  USA shall be  collectively  referred  to as
"GRANTORS") and BREAKING WAVES,  INC., a New York  corporation,  with offices at
112 West 34th Street, New York, New York 10120 ("GRANTEE").


                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  GOTTEX ISRAEL holds the  registration  of the trademark  "GOTTEX"
(the "MARK") in the United States of America,  its  territories  and possessions
(Registration  Number 1,009,971) and in Canada  (Registration Number __________)
for swimwear and related accessories as set forth in such registrations,  copies
of which have been furnished to GRANTEE; and

     WHEREAS,  GOTTEX  ISRAEL has authority to use and to license the use of the
MARK in the United States,  its territories and the  possessions,  and in Canada
(the  "TERRITORY") in connection with the  manufacture,  distribution,  sale and
advertising of the GOODS (as hereinafter defined);

     WHEREAS,   GOTTEX   ISRAEL   has   granted   GOTTEX   USA  a   nonexclusive
nontransferable  right and license to use the MARK in connection  with the sale,
promotion and advertising of certain  products,  including GOODS (as hereinafter
defined) in the United States;


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     WHEREAS,  it is the  intention  of  the  parties  hereto  that  GRANTEE  be
permitted  to use the MARK solely for the  purposes,  in the manner,  and to the
extent provided for in this Agreement, and

     WHEREAS,  GOTTEX ISRAEL wishes to have GOTTEX USA perform certain functions
in  connection  with the  licensing  of the MARK to GRANTEE as  hereinafter  set
forth,

     NOW, THEREFORE, it is agreed as follows:

     1. License Grant.

     Subject to the  provisions  of Section 2 herein,  GOTTEX  ISRAEL  grants to
GRANTEE,  during the Term (as hereinafter  defined) of this Agreement,  the sole
and exclusive  right in the TERRITORY to use the MARK, on the terms contained in
this  Agreement,  in connection  with the  manufacture,  sale,  distribution  at
wholesale and  advertising  within the TERRITORY of girls'  swimwear and related
coverups in the following  categories  (hereinafter  referred to individually or
collectively, as the case may be, as the "GOODS"):

                                      Toddlers                2T to 4T
                                      Children                4 to 6X
                                      Girls                   7 to 14
                                      Chubbies                8-1/2 to 16-1/2
                                      Pre-teen                8T to 14T.

GOTTEX ISRAEL shall not effect any other grant during the Term of this Agreement
to use the  MARK in  connection  with the  manufacture,  sale,  distribution  at
wholesale  and  advertising  within the  TERRITORY of the GOODS,  and GOTTEX USA
agrees not to use the MARK during the Term of this Agreement in connection  with
the  manufacture,  sale,  distribution at wholesale and  advertising  within the
Territory of the GOODS.


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     2. Special Limitations.

     (a)  GRANTORS  each  reserve the  unqualified  right to use the MARK in any
manner and at all times and to license,  franchise or otherwise exploit the MARK
in connection with the manufacture, distribution,  advertisement and sale of the
GOODS  outside  the  TERRITORY,   and  in  connection   with  the   manufacture,
distribution,  advertisement  and  sale  within  the  TERRITORY  of any  and all
articles of merchandise other than the GOODS.

     (b) (i)  GRANTEE  shall not  sublicense  the  license  or any of the rights
herein granted.

          (ii) GRANTEE shall not contract or subcontract,  except as provided in
     this  Paragraph  (ii),  for  the  performance  of  any of  its  rights  and
     obligations under this Agreement.  GRANTEE may contract for the manufacture
     of the GOODS, provided that GRANTEE shall take any and all action necessary
     to ensure that GRANTEE'S  contractors  only  manufacture  GOODS which fully
     conform to all the applicable terms and conditions of this Agreement.  Such
     action shall include,  without  limitation,  obtaining a written  agreement
     from each contractor, which shall promptly be delivered to GRANTORS, to the
     effect  that  such  contractor  shall   manufacture  the  GOODS  in  strict
     conformity  with this Agreement;  that such contractor  shall not claim any
     right to use the MARK  except in  connection  with the  manufacture  of the
     GOODS;  that such contractor  shall not question,  attack,  or in any other
     manner  impugn the  validity of the MARK,  its  registration,  or GRANTORS'
     rights in and to the MARK; and that upon expiration or earlier  termination
     for whatever reason of this Agreement,  such contractor  shall  immediately
     discontinue  the use of the  MARK.  However,  all  the  acts  committed  by
     GRANTEE'S  contractors in connection with the matters  contemplated by this
     Agreement,  whether  committed  with  or  without  GRANTEE'S  knowledge  or
     consent,  shall be  deemed  to be the  acts of  GRANTEE.  Whenever  in this
     Agreement it is provided that GRANTEE shall take any action or

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refrain from taking any action with respect to the manufacture of the GOODS, and
GRANTEE has contracted for the  manufacture of the GOODS,  such provision  shall
also require the GRANTEE to have caused its contractor to so act or refrain from
acting.

     (c) GRANTEE recognizes that GOTTEX ISRAEL is the sole owner of the MARK and
that, on the date of this  Agreement,  GOTTEX ISRAEL has the sole right to grant
the license herein granted. GRANTEE shall not question, contest or in any manner
impugn the validity of the MARK,  its  registrations,  or GRANTORS'  rights with
respect to the MARK or in and to the license herein granted,  including, but not
limited  to,  in any  action  in which  enforcement  of the  provisions  of this
Agreement is sought.  GRANTEE shall not become an adverse party to litigation in
which others shall  contest the validity of the MARK or GRANTORS'  rights in and
to the MARK and GRANTEE shall not in any way seek to avoid its obligations under
this Agreement,  except as provided in Sub- section 10(d) herein, because of the
alleged invalidity of the MARK or GRANTORS' rights.

     3. Quality Standards; Design Access.

     (a) GRANTEE shall  maintain the validity and  distinctiveness  of the MARK,
and the high quality and prestigious  marketing and advertising of the GOODS, so
as to protect and enhance the goodwill residing in the MARK. Accordingly:

          (i) With  regard to each kind of item  comprising  the GOODS,  GRANTEE
     shall furnish or cause to be furnished to GOTTEX USA, at its address herein
     set forth,  for approval or disapproval by GOTTEX USA from time to time, in
     its sole and absolute discretion,  the following: a sample of the fabric of
     which such item is to be manufactured;  a sample of the fabric design to be
     imprinted  on the  fabric  from  which  such  item  is to be  manufactured;
     detailed  specifications  of the styling of such item;  and three (3) first
     run production samples of such item.

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GRANTEE  agrees  that such items shall not be sold and  delivered  unless all of
such approvals are first  obtained.  Furthermore,  GRANTEE'S  inventory shall be
available to GOTTEX USA at any time for random  quality  control  sampling.  All
GOODS  manufactured,  sold or delivered shall conform to the samples so approved
by GOTTEX USA.  GRANTEE  shall also  furnish or cause to be  furnished to GOTTEX
USA, at its address for notice herein set forth,  for approval or disapproval by
GOTTEX USA, in its sole and  absolute  discretion,  all  advertising,  labeling,
packaging and boxing of the GOODS and GRANTEE  agrees that the same shall not be
used unless such approval is first obtained.  GOTTEX USA shall give its approval
or disapproval  within the following periods after receipt of the material to be
approved,  together with a written  request for such approval  referring to this
paragraph:  with regard to fabrics and fabric  designs,  five (5) business days;
with regard to styling,  fifteen (15) business days; and with regard to finished
GOODS and all other items requiring  GOTTEX USA'S approval  hereunder,  ten (10)
business days. If not  disapproved  by GOTTEX USA within the applicable  period,
GOTTEX USA shall be deemed to have given its approval.

          (ii) GRANTEE shall sell only to retail  outlets whose  operations  are
     consistent  with the quality and prestige of the articles  sold by GRANTORS
     under the MARK; for example,  mid and upper level department stores such as
     Mays,   Federated  and  Dillards.   Without  limiting  the  generality  and
     application  of the  foregoing,  GRANTEE shall sell to  department  stores,
     specialty  store  chains,  specialty  stores and  entities  engaged in mail
     order,  but  not to  mass  merchandisers  or  discounters.  The  particular
     stores/entities  engaged in mail order to which GRANTEE intends to sell the
     GOODS shall be subject to the prior  written  approval of GOTTEX USA, to be
     granted or  withheld  in GOTTEX  USA'S sole and  absolute  discretion,  and
     GRANTEE shall not sell the GOODS to any store/entity  engaged in mail order
     not so approved.  GOTTEX USA shall give its approval or disapproval of such
     stores/entities engaged in mail order within fifteen (15)

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business days after receipt of a written request for such approval  referring to
this  paragraph,  but if a  store/entity  engaged  in mail  order  has not  been
disapproved  by GOTTEX USA within such fifteen (15) business day period,  GOTTEX
USA shall be deemed to have given its approval.  GRANTEE shall supervise the use
of the MARK by its  customers and shall use its best efforts to ensure that they
advertise,  display  and  promote  the MARK in a  manner  consistent  with  this
Agreement.

          (iii) The showroom or showrooms  in which  GRANTEE  shows the GOODS to
     prospective   purchasers  shall  reflect  the  high  quality  and  prestige
     associated  with the  MARK.  Prior  to the  opening  of any such  showroom,
     GRANTEE shall notify GOTTEX USA in writing of the  showroom's  location and
     provide GOTTEX USA'S representatives with access to the premises for GOTTEX
     USA'S approval or disapproval,  in its sole and absolute discretion, of the
     location and appearance,  including, without limitation, all furnishings of
     the  showroom;  and  GRANTEE  shall not show GOODS on any  premises  not so
     approved by GOTTEX USA.  GOTTEX USA shall give its approval or  disapproval
     of a showroom  within fifteen (15) business days after its  representatives
     have  visited  the  premises  for this  purpose,  but if a showroom  is not
     disapproved with such fifteen (15) business day period, GOTTEX USA shall be
     deemed to have given its approval.

          (iv)  GRANTEE  shall  use the  MARK  only in the  form in  which it is
     registered and shall not use any variations  thereof or an abbreviated form
     of the MARK. The GOODS and the packaging  material used in connection  with
     the GOODS  shall bear a label  employing  the MARK  approved  in writing in
     advance by GOTTEX USA, in its sole and absolute  discretion.  GRANTEE shall
     duly display all notices with respect to the MARK as are or may be required
     by the applicable  trademarks  laws and  regulations in effect from time to
     time  in the  TERRITORY.  Any  advertising,  labeling,  office  stationery,
     invoices, etc., containing the MARK shall include an R in a circle adjacent
     to the MARK. GOTTEX USA

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          shall give its approval or  disapproval  within  fifteen (15) business
     days after  receipt of such item with a written  request for such  approval
     referring to this  paragraph,  but if not  disapproved by GOTTEX USA within
     such fifteen (15)  business day period,  GOTTEX USA shall be deemed to have
     given its approval.

          (v)  GRANTEE  shall not use all or part of the MARK in the name of any
     corporation or other business entity. GRANTEE may use the MARK on invoices,
     order forms, stationery,  telephone and directory listings;  provided, that
     GRANTEE  undertakes for itself,  its agents and any party  participating in
     the  marketing  of the GOODS  that such use shall be solely in  conjunction
     with the sale of the GOODS under the MARK and that this  utilization of the
     MARK shall  clearly  indicate  the name and  address of  GRANTEE,  and,  if
     required  in writing by GOTTEX  USA,  that the MARK is  licensed  by GOTTEX
     ISRAEL,  and, if required in writing by GOTTEX USA, this utilization of the
     MARK shall include a specific description of the GOODS. GRANTEE must obtain
     GOTTEX USA'S prior written approval,  which shall be granted or withheld in
     its sole and absolute discretion,  of the form in which it uses the MARK on
     its invoices,  order forms, stationery and telephone and directory listing.
     GOTTEX USA shall give its  approval  or  disapproval  within  fifteen  (15)
     business  days after  receipt of such item with a written  request for such
     approval referring to this paragraph,  but if not disapproved by GOTTEX USA
     within such fifteen (15) business day period, GOTTEX USA shall be deemed to
     have given its approval.

          (vi) Except as required by law, no other  trademarks  shall  appear on
     the GOODS or in any promotional material used in connection with the GOODS.

          (vii) GOTTEX USA shall have sole and absolute  discretion with respect
     to all approvals required  hereunder,  including  approvals relating to the
     design  and  quality  of the  GOODS  manufactured,  distributed,  sold  and
     advertised pursuant to

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          this Agreement and all advertising, promotion, labeling, packaging and
     boxing of the GOODS. As used in this Section 3 only,  "business days" shall
     mean  regular  business  days on which Mr. Uzi Evron,  GOTTEX  USA'S  Chief
     Financial  Officer,  is in the United  States of America.  However,  in the
     event that Mr. Evron is to be out of the United States for a period of five
     (5) or more  consecutive  business  days, a designee  shall be appointed by
     GOTTEX USA to act on its behalf.

     (b) GOTTEX USA shall provide  GRANTEE,  on a timely  basis,  with access to
GRANTORS'  other lines of swimwear  and, to the extent they are  proprietary  to
GRANTORS,  the  designs and fabric  designs  therefor.  Subject to GOTTEX  USA'S
approval,  which  shall  be  granted  or  withheld  in  its  sole  and  absolute
discretion,  GRANTEE  shall have the right to adapt for its own use in designing
the GOODS bearing the MARK any  proprietary  swimwear and related coverup design
of  GRANTORS  and the  right to  replicate  for use in  manufacturing  the GOODS
bearing the MARK any proprietary  fabric design of GRANTORS used by GRANTORS for
their other lines of swimwear  and related  coverups.  At GOTTEX  USA'S sole and
absolute  discretion,  and subject to an appropriate grant of rights to GRANTORS
from the proprietor of any fabric design,  not proprietary to GRANTORS,  used by
GRANTORS for other lines of swimwear and related coverups,  GRANTORS shall grant
to GRANTEE the right to replicate such fabric  designs for use in  manufacturing
the GOODS bearing the MARK.

     4. Royalties and Advertising Expenditures.

     (a) Each month during the License  Year (as  hereinafter  defined)  GRANTEE
shall pay to GOTTEX USA, at GOTTEX USA'S address for notice herein set forth,  a
royalty of seven percent (7%) of GRANTEE'S Net Sales during the preceding  month
for the  right to use the  MARK in  accordance  with  this  Agreement  ("Monthly
Royalty").  "Net  Sales," as used in this  Agreement,  shall mean gross sales of
GOODS by GRANTEE in the TERRITORY, less freight

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charges if and to the extent that they are paid by  GRANTEE'S  customers,  usual
and customary trade  discounts,  and credits for returns  actually made, if any.
The  Monthly  Royalty  shall be due and  payable  on the  20th day of the  month
immediately following the month of shipment.

     (b) GRANTEE shall pay GOTTEX USA, at GOTTEX USA'S address for notice herein
set forth,  a  guaranteed  minimum  royalty  ("Guaranteed  Royalty")  of Seventy
Thousand Dollars ($70,000) in the first License Year (November 1, 2000 - October
31, 2001),  One Hundred Five Thousand  Dollars  ($105,000) in the second License
Year  (November  1, 2001 - October 31,  2002),  and One Hundred  Forty  Thousand
Dollars  ($140,000)  in the third  License Year  (November 1, 2002 - October 31,
2003). To the extent the Monthly  Royalties paid by June 20 in each License Year
(November 1 - October 31) shall not at least  equal the  Guaranteed  Royalty for
that License Year,  GRANTEE  shall,  no later than June 30 of that License Year,
pay GOTTEX USA the difference  between the sum of the Monthly  Royalties already
paid for that License  Year and the  Guaranteed  Royalty for that License  Year.
GRANTEE shall also continue to pay to GOTTEX USA the Monthly Royalties  provided
in Subsection 4(a) hereof based on Net Sales, but GRANTEE shall receive a credit
against  such  payments to be made in the  balance of the  License  Year for the
amount paid to GOTTEX USA pursuant to the immediately preceding sentence. If, by
June 20 in any  License  Year,  GRANTEE  shall  have  paid  GOTTEX  USA  Monthly
Royalties  under  Subsection  4(a) hereof  totaling not less than the Guaranteed
Royalty  for such  License  Year,  GRANTEE  shall not be  obligated  to make any
Guaranteed Royalty payment under this Subsection 4(b), but shall continue to pay
the Monthly Royalties provided for in Subsection 4(a) hereof based on Net Sales.

     (c)  Notwithstanding  the  provisions of Subsection  4(a), if GRANTEE makes
sales of GOODS bearing the MARK on a "Close-Out" or "Off-Price" basis during any
License  Year,  and (x) Net Sales other than Net Sales of Close-Out or Off-Price
GOODS in that

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License Year exceed the amount on which the Guaranteed  Royalty for that License
Year is based (One Million  Dollars  ($1,000,000) in the first License Year, One
and One Half Million  Dollars  ($1,500,000)  in the Second License Year, and Two
Million Dollars  ($2,000,000) in the third License Year),  and (y) GRANTEE's Net
Sales of Close-Out or Off-Price  GOODS bearing the MARK during that License Year
represent no more than  twenty-five  percent (25%) of GRANTEE's Net Sales during
that  License  Year,  the royalty rate  applicable  to Net Sales of Close-Out or
Off-Price  GOODS  bearing the MARK shall be three and one half percent (3 1/2%).
For purposes of this  Agreement,  "Close-Out"  or  "Off-Price"  sales shall mean
GOODS sold at forty percent (40%) or more off the listed price of such GOODS.

     (d) As used in this Subsection (d), the term  "Advertising"  shall refer to
advertising  placed  by  GRANTEE  in  the  following  categories:   print  media
advertising;  electronic  media  advertising;  point-of-sale  advertising in any
medium;  co-op advertising in any medium;  and direct mail advertising.  In each
License  Year,  GRANTEE shall use its best efforts to advertise the GOODS in the
TERRITORY.  In this  regard,  GRANTEE  shall  expend  in each  License  Year for
Advertising (including,  without limitation,  production costs, agency fees, and
media costs) at least the following amounts (the "Advertising Minimums"):

          (i) first License Year:  Twenty  Thousand  Dollars  ($20,000) plus two
     percent (2%) of Net Sales in excess of One Million Dollars  ($1,000,000) in
     such License Year;

          (ii) second License Year:  Thirty Thousand Dollars  ($30,000) plus two
     percent (2%) of Net Sales in excess of One Million  Five  Hundred  Thousand
     Dollars ($1,500,000) in such License Year; and


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          (iii) third License Year:  Forty Thousand  Dollars  ($40,000) plus two
     percent (2%) of Net Sales in excess of Two Million Dollars  ($2,000,000) in
     such License Year.

To the extent that the Advertising  Minimum for any License Year is not expended
by GRANTEE in that  License  Year,  GRANTEE  shall be  obligated  to expend such
unspent amount for  Advertising  in the subsequent  License Year, in addition to
the Advertising  Minimum for such subsequent  License Year;  provided that if in
any License Year GRANTEE  does not expend at least eighty  percent  (80%) of the
entire sum required to be spent by it in that License  Year,  GRANTEE  shall pay
GOTTEX USA,  within  thirty  (30) days after the end of that  License  Year,  in
addition to any royalties or other  amounts  payable by GRANTEE to GOTTEX USA, a
sum equal to such unspent  amount.  Within thirty (30) days after the expiration
of this Agreement or its earlier  termination for any reason,  GRANTEE shall pay
to GOTTEX USA a sum equal to the unspent  balances,  if any, of the  Advertising
Minimums  for the License  Year in which such  termination  occurred and for all
prior License Years.

     (e) Any amounts due pursuant to  Subsections  4(a),  (b), (c) and (d) which
are not paid to GOTTEX USA by GRANTEE  within five (5) business  days of the due
date shall bear  interest  at the rate of one and one half per cent (1 1/2%) per
month from such due date until paid.

     (f)  Receipt  or  acceptance  by GOTTEX  USA of any  Guaranteed  or Monthly
Royalty payments made by GRANTEE which are less than the total amount due GOTTEX
USA  pursuant  to this  Section  4 shall  not be deemed to be a waiver of GOTTEX
USA'S rights in or to the balance of the royalties due GOTTEX USA.

     5. Books, Records and Statements.

     (a) GRANTEE shall maintain for three (3) years  following the close of each
License Year accurate books and

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records  which  disclose:  the  amount of sales of the  GOODS and the  amount of
sales, if any, which were made on a Close-Out or Off- Price basis; the amount of
credits  for  returns  and trade  discounts;  the  amounts  spent by  GRANTEE in
advertising  the GOODS and the manner in which such sums were expended;  and the
amount of all  royalties  payable  hereunder  by GRANTEE and the manner in which
such royalties were determined.

     (b)  GRANTEE  shall  deliver to GOTTEX USA,  within  thirty (30) days after
January 31, April 30, July 31, and October 31 in each License  Year, a statement
certified to be true and correct by GRANTEE's  Chief  Financial  Officer,  which
discloses: the total gross invoice price of the GOODS sold during the period and
the License Year to date,  clearly  indicating  what  percentage of the total is
comprised of Close-Out or Off-Price sales, the amount of credits for returns and
trade  discounts,  the amounts spent by GRANTEE in advertising the GOODS and the
manner in which  such sums were  expended,  and a  computation  of the amount of
royalties  payable  hereunder  in  respect  of Net Sales for the  period and the
License Year to date. The statement shall be in sufficient  detail to be audited
from  the  books of  GRANTEE.  Notwithstanding  the  foregoing,  if the  Monthly
Royalties payable for the period from November 1 - May 31 of any License Year do
not exceed the Guaranteed Royalty payable for the same period, GRANTEE shall not
be obligated to render its first such statement for that License Year until July
31 of that License Year,  and such statement  shall  encompass all Net Sales and
royalties from the preceding November 1 through the preceding June 30.

     (c)  GRANTORS,  at their  expense,  shall have the right at any time during
regular  business hours,  upon fifteen (15) business days notice to GRANTEE,  to
examine or audit the books and accounts and records of GRANTEE  which pertain to
the subject of this  Agreement at  GRANTEE'S  office  located as herein  stated.
GRANTEE shall render all possible  assistance to GRANTORS and its accountants in
connection therewith. GRANTORS shall be entitled

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to exercise its inspection right twice each License Year during the Term of this
Agreement  and twice in each twelve (12) month period during the period of three
(3)  years  after  the  expiration  or  termination  of this  Agreement.  If any
examination  or audit  reveals any  underpayment  to GOTTEX USA,  GRANTEE  shall
immediately pay GOTTEX USA the amount of the deficiency with interest  (computed
at the rate provided in Subsection 4(e) from the date of the original due date).
The costs of such examinations  shall be borne solely by GRANTORS and their duly
authorized  representatives  unless  such  examination  or  audit  discloses  an
underpayment  of  royalties  in excess of two percent  (2%) in the period  being
audited,  in which event GRANTEE  shall  reimburse  GRANTORS for all  reasonable
costs incurred in connection with such  examination,  including  reasonable fees
and  reimbursable  expenses of GRANTORS'  certified  public  accountant or other
representative.

     6. Term of Agreement.

     (a) This Agreement  shall commence on the date first herein written and its
term shall  continue,  for a period of three  years,  unless  sooner  terminated
according to its terms and  conditions  (the "Term").  "License Year" as used in
this  Agreement  shall mean each  period of  November 1 to October 31 during the
Term.

     (b) No later than March 1, 2003,  each  party  shall  provide  the other in
writing  with its  intention  as to  whether  or not it  wishes  to  renew  this
Agreement  for an  additional  three year term.  If all parties  indicate  their
intention to renew,  they shall use the period  between  March 1 and November 1,
2003 to negotiate the terms of the renewal.  If any party does not wish to renew
this Agreement,  or the parties are unable to agree on the terms of the renewal,
this Agreement shall expire as of the close of October 31, 2003.


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     (c) All of GOTTEX USA'S rights and  GRANTEE'S  obligations  under Section 4
with respect to royalties and other sums provided to be paid after expiration or
earlier  termination of the Term or earlier  termination of this Agreement shall
survive such expiration or termination.

     (d) In the event of termination  of this Agreement  prior to its expiration
on October  31,  2003,  for any reason  other  than by breach or  bankruptcy  of
GRANTEE,  GRANTEE shall have the privilege,  on a non-exclusive basis, until the
end of the License Year in which termination  occurred (the "Sell-Off  Period"),
to continue to sell under the MARK,  until the end of that License Year,  any of
the  GOODS  then  contained  in  GRANTEE'S  inventory  of  stock on hand on such
termination date,  solely in order to dispose of such inventory,  subject to all
of the  other  terms  of this  Agreement  not  inconsistent  with  those in this
Subsection  6(d).  GRANTEE'S  privilege  to sell  the  GOODS  under  the MARK as
provided in this Subsection 6(d) shall also be subject to the following:

          (i) Within ten (10) days of the  termination  date of this  Agreement,
     GRANTEE  shall  deliver to GOTTEX USA a statement of the amount of its then
     existing  inventory of GOODS, and the quantity of such existing GOODS shall
     not exceed a reasonable  inventory based upon GRANTEE'S selling requirement
     of the GOODS at that time of the License Year. GRANTEE'S sales of the GOODS
     during the Sell-Off  Period  shall not exceed the amount of such  inventory
     disclosed in the statement.

          (ii) GRANTEE  shall pay to GOTTEX USA as  royalties,  in United States
     currency,  seven percent (7%) of its Net Sales during the Sell-Off  Period.
     The  royalties  shall be paid by GRANTEE to GOTTEX USA within  twenty  (20)
     days of the end of each  calendar  month during the Sell-Off  Period and of
     the last day of such period.  Any late payment of such royalties shall bear
     interest at the rate provided for in Subsection 4(e) herein.

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<PAGE>
          (iii) Within twenty (20) days of the end of each calendar month during
     the  Sell-Off  Period  and of the last day of such  period,  GRANTEE  shall
     deliver to GOTTEX USA a  statement,  certified  to be correct by  GRANTEE'S
     Chief Financial  Officer,  which discloses the same information as required
     in  Subsection  5(b) herein,  in  sufficient  detail to be audited from the
     books of GRANTEE.

     (e) In lieu of GRANTEE'S  rights to dispose of GRANTEE'S  inventory on hand
of the GOODS in the  event of the  expiration  or  earlier  termination  of this
Agreement,  GRANTORS may, at their option,  purchase from GRANTEE such inventory
on hand on such  expiration or  termination  date which is good and usable for a
purchase  price of sixty percent (60%) of GRANTEE'S  regular list price for such
GOODS.  GRANTEE shall not be responsible to pay GRANTORS percentage royalties on
the sale of any GOODS to GRANTORS pursuant to this subsection.

     (f) It is  understood  by  GRANTEE  that  GRANTORS  may grant a license  or
licenses to use the MARK in connection with the manufacture,  distribution, sale
and  advertising  of GOODS in the  TERRITORY,  the  shipment  of which shall not
commence until after the  expiration or earlier  termination of the Term of this
Agreement.

     7. Breach.

     (a) In the event GRANTEE  fails to fulfill any of the terms and  conditions
of this Agreement or of any other  agreement with GRANTORS  respecting the MARK,
GRANTORS shall each have the right,  on written notice  specifying such default,
to terminate  this Agreement  effective  thirty (30) days after the date GRANTEE
receives  such  written  notice as  provided  in Section 15 herein,  unless such
default is cured by GRANTEE within such thirty (30) day period, provided that if
such  default  in  question  shall  be  GRANTEE'S  failure  to pay any  sums due
hereunder or thereunder as

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                                      -15-

<PAGE>
and when so due,  such cure  period  shall be seven (7) days  rather than thirty
(30) days.  GRANTEE may make payment of amounts claimed  hereunder under protest
in order to prevent a threatened breach and thereafter seek repayment thereof in
an arbitration  proceeding held pursuant to Section 18 hereof,  provided that if
such arbitration is not requested within thirty (30) days following such payment
under protest,  such protest shall be deemed to have been  withdrawn.  Except as
otherwise  provided  in this  Agreement,  GRANTORS'  exercise  of their  rights,
pursuant to this  Subsection  7(a), to terminate this Agreement shall be without
prejudice  to any  other  legal or  equitable  remedy to which  GRANTORS  may be
entitled  by  reason  of  GRANTEE's  breach  of any  term or  condition  of this
Agreement.

     (b) If GRANTEE  contests the validity of a termination,  its only remedy in
the event its contest is successful  shall be money damages;  GRANTEE shall have
no right to specific performance by GRANTORS or to injunctive relief of any kind
whatever.

     8. Insolvency.

     (a) Any of the following  events shall  constitute an "Insolvency  Event of
Default": (i) the insolvency of either of the GRANTORS or GRANTEE, or the making
by either of the  GRANTORS  or  GRANTEE  of an  assignment  for the  benefit  of
creditors,  or (ii) the filing by either of the  GRANTORS  or GRANTEE of, or the
entry of an order for relief  against  either of the  GRANTORS or GRANTEE in any
voluntary  or  involuntary   proceeding   under  any   bankruptcy,   insolvency,
reorganization  or  receivership  law,  including,   but  not  limited  to,  the
Bankruptcy Code, or an admission  seeking relief as therein  allowed,  or if any
such proceeding  which shall have been commenced  against either of the GRANTORS
or GRANTEE  remains  undismissed  for a period of thirty (30) days, or (iii) the
appointment  of a  receiver  for all or a  substantial  portion of either of the
GRANTORS' or GRANTEE'S property, or (iv) the

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<PAGE>
assumption  of custody,  attachment,  or  sequestration  by a court of competent
jurisdiction  of all or a  substantial  portion  of either of the  GRANTORS'  or
GRANTEE'S  property.  If any party  undergoes  an  Insolvency  Event of Default,
either of the other  parties may elect to  terminate  this  Agreement by written
notice without prejudice to any right or remedy it may have, including,  but not
limited to, damages for breach of any term or condition of this Agreement.

     (b) No assignee for the benefit of creditors, receiver, liquidator, trustee
in  bankruptcy,  sheriff or any other  officer of the court or official  charged
with taking  over  custody of either of the  GRANTORS'  or  GRANTEE'S  assets or
business,  shall have any right to continue  performance of this Agreement,  and
this Agreement may not be assigned by operation of law.

     9. Discontinuance of Use of the MARK.

     Upon the termination,  expiration or cancellation of this Agreement for any
reason, GRANTEE shall immediately discontinue the use of the MARK and thereafter
shall no longer use the MARK or any variation or simulation thereof, or any word
or mark similar thereto,  for any purpose whatsoever or, directly or indirectly,
manufacture,  market,  distribute,  sell or  advertise  the GOODS with the MARK;
provided,  however,  GRANTEE shall have the right to dispose of those GOODS then
in  GRANTEE'S  inventory  of stock on hand in  accordance  with  the  terms  and
conditions of Subsections 6(d) and 6(e) of this Agreement.

     10. Infringement and Maintenance of the MARK.

     (a)  GRANTEE  shall   promptly  give   GRANTORS   written   notice  of  all
infringements  or  possible  infringements  of the  MARK of  which  GRANTEE  has
knowledge,  with  any  available  evidence  of such  infringements  or  possible
infringements.  GRANTORS may, in their sole and absolute  discretion,  commence,
prosecute or settle

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<PAGE>
any infringement action or proceeding or assert any claim of infringement of the
MARK.  In any  infringement  action,  proceeding  or claim  brought by GRANTORS,
GRANTEE,  at GRANTORS'  expense,  shall  cooperate with GRANTORS as requested by
GRANTORS.

     (b) Except as  provided  in  Subsection  10(d)  herein,  GRANTORS  agree to
indemnify  and save  harmless  GRANTEE  against any damage,  expense  (including
reasonable  attorneys' fees),  liability or demand arising out of any claim made
in any suit, action or proceeding commenced by third parties (including, without
limitation,  against GRANTORS and GRANTEE jointly) (herein collectively referred
to as "Action")  that GRANTEE does not have the exclusive  right to use the MARK
as granted  by this  Agreement.  GRANTEE  shall  promptly  notify,  in  writing,
GRANTORS of any such  Action.  GRANTORS  shall have the right to defend any such
Action through  attorneys of their own selection.  GRANTEE shall  cooperate with
GRANTORS in such defense as requested by  GRANTORS,  at GRANTORS'  expense.  The
terms of  settlement  of any such Action  shall be within the sole and  absolute
discretion of GRANTORS.

     (c) In the event that present  trademark  registrations for the MARK do not
encompass the GOODS hereunder  licensed,  GOTTEX ISRAEL,  at its expense,  shall
cause appropriate  trademark  registration  applications to be filed and GRANTEE
shall cooperate by providing necessary samples, invoices or other documents.

     (d) In the  event  GRANTEE'S  use and  enjoyment  of the  MARK as  licensed
hereunder is materially  restricted by reason of a successful  opposition of any
trademark registration application as aforesaid, or as a result of any Action as
aforesaid,  and  provided  that GRANTEE is not in breach of any of the terms and
conditions  of this  Agreement,  GRANTEE'S  sole remedy  shall be to cancel this
Agreement upon thirty (30) days' written notice.


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<PAGE>
     11. Copyright Ownership; Secrecy.

     (a) Any and all  copyrights  which  may  exist,  or come into  being,  with
respect to any and all fabric designs,  swimwear and clothing  designs,  package
designs,  prints, labels,  advertising or promotional materials used pursuant to
this Agreement shall be the property of GOTTEX ISRAEL.  If not created by either
of the  GRANTORS,  they shall be deemed works made by GRANTEE for hire.  Without
limiting  the  foregoing,  GRANTEE  hereby  assigns all of its right,  title and
interest,  whether under copyright or otherwise,  in and to such fabric designs,
swimwear and clothing designs, package designs,  prints, labels,  advertising or
promotional  materials to GOTTEX  ISRAEL as and when they are  created.  GRANTEE
shall place appropriate copyright notices thereon in the name of GOTTEX ISRAEL.

     (b) Any and all of  GRANTORS'  swimwear or coverups,  or fabric  designs by
GRANTORS  or  GRANTEE,  and any and all  samples  or prints  prepared  from such
designs, are, shall become and shall remain the property of GOTTEX ISRAEL and/or
GOTTEX USA,  and, as between  GRANTEE  and  GRANTORS,  are to be used by GRANTEE
exclusively in connection with the manufacture and sale of the GOODS bearing the
MARK  in  accordance  with  this  Agreement.   Accordingly,  GRANTEE  shall  not
manufacture,  distribute,  sell or advertise any articles of  merchandise  which
employ or are  prepared,  manufactured  or  adapted  from such  designs,  or the
samples prepared from such designs, except under the MARK and in accordance with
this Agreement.

     (c) Any and all  samples  or  prints  prepared  by  GRANTEE  not  based  on
GRANTORS' swimwear,  coverups or fabric designs,  for use in connection with the
manufacture  and sale of the  GOODS  bearing  the MARK in  accordance  with this
Agreement  shall also be the property of the GOTTEX ISRAEL and/or GOTTEX USA and
shall be used  exclusively in connection  with the  manufacture  and sale of the
GOODS bearing the MARK in accordance with this Agreement.

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                                      -19-
<PAGE>
GRANTEE  shall not  manufacture,  distribute,  sell or advertise any articles of
merchandise  which  employ or are  prepared,  manufactured  or adapted from such
samples or prints, except under the MARK and in accordance with this Agreement.

     (d) GRANTEE shall cause all GOODS, packaging,  prints, labels,  advertising
and  promotional  materials  manufactured  or  produced  under  its  supervision
pursuant to this Agreement to bear a copyright notice in the following form:

          (i) For GOODS:

              Gottex Models Ltd.

          (ii) For all other materials:

              20__Gottex Models Ltd. (insert year of first publication)

     (e) GRANTEE shall take all precautions  necessary to protect the secrecy of
all  swimwear,  coverup,  and fabric  designs  licensed  to GRANTEE  pursuant to
Subsection 3(b) of this Agreement, and of any and all samples prepared from such
designs,  prior to the  showing of the  corresponding  articles of the GOODS for
commercial distribution.  GRANTEE shall not disclose, except as may be otherwise
authorized  by  this  Agreement,  any  information  received  pursuant  to  this
Agreement and not generally  available to the public, to any other person during
the Term of this Agreement or for a period of three (3) years thereafter.

     12. Indemnity and Insurance.

     (a) GRANTEE shall  indemnify  and save and hold GRANTORS  harmless from and
against  any and  all  liabilities,  claims,  causes  or  actions,  damages  and
expenses,  including  reasonable  attorneys'  fees and expenses,  which GRANTORS
becomes liable for, or may

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                                      -20-
<PAGE>
incur by reason of any acts,  whether of  omission  or  commission,  that may be
committed or suffered by GRANTEE or any of its servants, agents, or employees in
connection  with GRANTEE'S  performance of this Agreement or in connection  with
GOODS  manufactured  by or for GRANTEE,  notwithstanding  any approval which may
have been given by GRANTORS.  The provisions of this subsection  shall not apply
to damages  arising out of claims by third  parties based upon  infringement  or
other violation of a third party's statutory or common law trademark rights.

     (b) GRANTEE  shall,  within  thirty (30) days after the  execution  of this
Agreement,  obtain from an insurance company reasonably acceptable to GOTTEX USA
and maintain in full force and effect for the duration of this Agreement and for
one (1) year thereafter,  public and products liability insurance in the minimum
amount of TWO MILLION  DOLLARS  ($2,000,000)  per occurrence in order to protect
GRANTORS  against  any  liabilities  with which  they may be charged  because of
damage or injuries suffered by any servants, agents,  contractors,  employees or
customers of GRANTEE or by the general public, resulting from the use or sale of
the GOODS imported, manufactured,  distributed, advertised or sold by GRANTEE or
GRANTEE'S  contractors.  GRANTEE  agrees to cause the  names of  GRANTORS  to be
entered in such policy as additional named insureds and to deliver to GRANTORS a
certificate thereof. Said insurance shall provide that it cannot be cancelled or
reduced  without the insurer  first giving  GRANTORS  thirty (30) days'  advance
written notice thereof. GRANTEE shall assume and save GRANTORS harmless from any
and all liability,  loss, cost or damage,  including reasonable attorneys' fees,
on account of  services  rendered to  customers  or for any injury to persons or
property  occurring in the  performance of this Agreement or in connection  with
the manufacture,  sale,  distribution,  advertising or use of the GOODS by or on
behalf of GRANTORS,  notwithstanding  any approval  which may have been given by
GRANTORS, except as is provided in Section 10 herein.


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<PAGE>
     (c) GRANTEE shall, upon GRANTORS' request,  promptly furnish or cause to be
furnished to GRANTORS  complete copies of policies or certificates of insurance,
with proof of premium payments.

     13. Best Efforts.

     GRANTEE shall use its best efforts in the manufacture,  distribution, sale,
promotion  and  advertising  of the GOODS in order to maintain  the value of the
goodwill  residing in the MARK,  and to produce the maximum  amount of royalties
under this Agreement consistent with the standards of quality prescribed by this
Agreement.

     14. Relationship Between the Parties.

     (a) Nothing herein shall be construed to deem the parties'  relationship to
be a partnership or joint venture.

     (b) GRANTEE shall not represent  itself as the agent or  representative  of
GRANTORS  for any  purpose  and shall  have no right to  create  or  assume  any
obligation  of any kind,  expressed  or implied,  for or on behalf of  GRANTORS,
except as herein provided.

     15. Notices.

     (a) Any notice, report, demand,  waiver,  consent,  approval or disapproval
required  herein  shall  be in  writing  and  shall be  given  personally  or by
messenger,  courier,  confirmed  facsimile  transmission  or  by  registered  or
certified mail, return receipt requested, addressed as follows:


DC 174881.1 02272 00307
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                                      -22-

<PAGE>
         if to GOTTEX ISRAEL at:

                  Gottex Models Ltd.
                  New Industrial Zone
                  Or Yehuda, Israel

                  Attention: Mr. Simcha Kynan
                  Fax No.011-972-3-533-3412

                  with a copy to:

                  Weksler, Bregman & Co.
                  Advocates & Notary
                  9 Achad Ha'am St.
                  Shalom Tower
                  Tel Aviv  65251
                  Israel

                  Attention: Amir Chen, Esq.
                  Fax No. 011-972-3-511-9394

         if to GOTTEX USA at:

                  Gottex Models (USA) Corp.
                  1411 Broadway
                  New York, New York 10018

                  Attention: Mr. Uzi Evron
                  Fax No. 212-302-3851

                  with a copy to:

                  Melvin Schwechter, Esq.
                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  1875 Connecticut Avenue, N.W.
                  Suite 1200
                  Washington, D.C. 20009

                  Fax No. 202-986-8102

         and if to GRANTEE at:

                  Breaking Waves, Inc.
                  112 West 34th Street
                  New York, New York 10120

                  Attention:  Mr. Michael Friedland
                  Fax No. 212-967-8372


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<PAGE>
                  with copies to:

                  Shopnet.com., Inc.
                  14 East 60th Street
                  New York, NY  10022

                  Attention:  Mr. Harold Rashbaum
                  Fax No. 212-688-1797

                  and

                  Barton Nachamie, Esq.
                  Todtman, Nachamie, Spizz and Johns
                  425 Park Avenue
                  New York, NY  10022

                  Fax No. 212-754-6262.

     (b) A notice shall be deemed  received  upon the date of  delivery,  but if
given by mail,  five days after the day on which it is  deposited  in the United
States mails,  properly addressed postage prepaid as herein provided.  Any party
may change its address for the  purpose of notice by notice in  accordance  with
this Section 15.

     16. Non-Assignability.

     Neither GRANTORS nor GRANTEE shall assign,  transfer,  pledge,  or mortgage
this  Agreement to any person or party and any attempted  assignment,  transfer,
pledge or mortgage  shall be null and void,  except that  GRANTORS may assign or
otherwise  transfer this  Agreement or any of its rights under this Agreement to
any corporation or other business entity  controlled by,  controlling,  or under
common control with GRANTORS or any principals of GRANTORS.

     17. Severability.

     In the event that one or more terms and conditions of this Agreement  shall
at any time be found to be invalid or  otherwise  rendered  unenforceable,  such
terms  and  conditions  shall be  severable  from  this  Agreement,  so that the
validity and

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<PAGE>
enforceability of the remaining terms and conditions of this Agreement shall not
be affected thereby.

     18. Applicable Law; Arbitration.

     (a) This  Agreement  shall be governed by and construed in accordance  with
the  laws of the  State  of New  York  applicable  to  contracts  made and to be
performed wholly therein.

     (b) If any  controversy  or claim shall arise between  GRANTORS and GRANTEE
with  respect  to  the  validity  of  any  provision  of  this  Agreement,   the
interpretation of any provision of this Agreement, or the rights and obligations
of the parties hereto,  other than the provisions  hereof  concerning  GRANTORS'
trademark rights and those concerning GRANTEE'S  acknowledgment of and agreement
to protect such rights, and provided that such controversy or claim shall not be
resolved  within  thirty  (30)  days  after  the same  shall  arise,  then  such
controversy  or claim shall be submitted to the New York, New York office of the
American  Arbitration   Association  for  arbitration  in  accordance  with  its
Commercial  Arbitration Rules as then in effect. Such dispute shall be heard and
resolved by one (1) arbitrator.  Such arbitrator shall award any relief which he
may deem fair and proper under the  circumstances,  without regard to the relief
which would  otherwise  be available to either party hereto in a court of law or
equity, including without limitation an award of money damages (with interest on
unpaid  amounts  determined  by  such  arbitrator),   specific  performance  and
injunctive  relief. The award of such arbitrator shall be conclusive and binding
on the parties hereto,  and judgment upon such award may be entered by any court
having jurisdiction thereof.

     19. Force Majeure.

     No party  hereto  shall be liable for damages or  otherwise  for failure to
satisfy or perform any obligation or

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                                      -25-
<PAGE>
duty to be satisfied or performed  pursuant to the terms and  provisions  of the
Agreement,  if such failure is occasioned by Act of God,  war,  civil  disorder,
strikes,  labor  disputes,  acts or  regulations  of  governmental  agencies and
authorities, or similar circumstances beyond the control of the party hereto who
has failed to satisfy or perform,  but any such obligation or duty, although the
satisfaction or performance thereof has been postponed pursuant to this section,
shall  remain in force and shall be  satisfied  and  performed  pursuant to this
Agreement,  as soon as such  satisfaction  and  performance  becomes legally and
practicably possible.

     In the event  such  event  beyond the  control  of the party  obligated  to
perform  continues  for a period in excess of six (6) months,  the party to whom
performance  is due may  terminate  this  Agreement on thirty (30) days' written
notice.

     20. No Waiver; Entire Agreement.

     This Agreement is presented to the GRANTEE for signature,  but is not to be
construed as an offer and shall not in any way bind GRANTORS  until such time as
GRANTORS  have  executed and  delivered  this  Agreement to GRANTEE.  Failure of
GRANTORS  or  GRANTEE  to insist  upon  strict  performance  of any of the terms
contained  in this  Agreement  shall not be  deemed a waiver  of their  right to
insist upon strict performance.  This Agreement expresses the complete agreement
between the  parties,  and it may not be  modified or amended  except in writing
signed by both parties.

     21. Headings.

     The various  headings in this Agreement are for convenience  only and shall
not affect the meaning or interpretation of its provisions.


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                                      -26-
<PAGE>
     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                                 GOTTEX MODELS LTD.



                                                 By: /s/ Kynan Simcha
                                              Name:  Kynan Simcha
                                             Title:  President


                                                 GOTTEX MODELS (USA) CORP.



                                                 By: /s/ Uzi Evron
                                               Name: Uzi Evron
                                              Title: Chief Financial Officer



                                                 BREAKING WAVES, INC.



                                                 By: /s/ Michael Friedland
                                               Name: Michael Friedland
                                              Title: Vice-President

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