Exhibit 10.1

                                LICENSE AGREEMENT

      Agreement dated the 24th day of November,  2003,  Between MARK TM, LLC., a
Delaware  Limited  Liability  Corporation,  with its  principal  offices at 1400
Broadway, 15th floor New York, NY 10018 (hereinafter referred to as "LICENSOR"),
and BIB Ltd., a Corporation  doing business under the laws of New York, with its
principal  offices  at 1 West  34th  Street,  New  York,  NY 10016  (hereinafter
referred to as "LICENSEE").

      A.  LICENSOR is the owner of all right,  title and  interest in and to the
trademark, Maurice Sasson and associated Mark "M. Sasson" as depicted in Exhibit
A in the United States of America. Exhibit A shall constitute the Licensed Mark.
LICENSEE recognizes the great value of the goodwill associated with the Licensed
Mark and that all rights to the Licensed Mark and its associated goodwill belong
exclusively to LICENSOR,  and the Licensed Mark has acquired a secondary meaning
to the public.

      B.  LICENSEE  is  principally  and  presently  engaged in the  business of
manufacturing, promoting and selling Missy, Junior and Young Men's Denim Apparel
for purposes of  distribution  at wholesale  throughout the United  States;  and
LICENSEE  desires  to use the  Licensed  Marks  on and in  connection  with  the
manufacture, promotion, sale and distribution of the "Articles" as set forth and
defined in schedule "A" in the United States (the "Territory").

      C.  LICENSOR  is  willing  to  grant  the  Non-Exclusive  right to use the
Licensed  Mark on and in  connection  with  the  Articles  upon  the  terms  and
conditions of this Agreement.

1.  DEFINITIONS.  (a) Whenever  used in this  Agreement,  the words "First Year"
shall mean that period from the date of execution  hereof to April 30, 2005; the
words  "Second  Year" shall mean that period from May 1, 2005 to April 30, 2006;
the words  "Third  Year"  shall mean that  period  from May 1, 2006 to April 30,
2007.

      (b) Whenever used in this Agreement, "Net Sales" shall mean gross sales of
the Articles by LICENSEE, less returns actually received,  normal trade discount
and allowances  usually granted,  provided,  however,  that the amount of normal
trade discounts and allowances  actually granted by LICENSEE shall not exceed an
amount equal to Five (5%) Percent of gross sales in any year of this Agreement.

      (c)  Whenever  used in this  agreement,  "Licensed  Article" or  "Licensed
Articles" shall mean any Articles which bear any of the Licensed Marks.

<PAGE>

2.  EXCLUSIVE  GRANT OF  RIGHTS.  (a)  Upon the  terms  and  conditions  of this
Agreement, LICENSOR hereby grants to LICENSEE the Exclusive right and license to
use the Licensed Mark in the  Territory on and in  connection  with the Articles
manufactured  from designs provided by LICENSEE and approved by LICENSOR but not
on or in  connection  with  Articles not approved by LICENSOR or any goods other
than  Articles,  for retail sale in the Territory  only,  without the consent of
LICENSOR.  LICENSOR  reserves  the right to produce,  sell and market  under the
Licensed  mark the  Articles  licensed  under this  Agreement.  In the Event the
LICENSOR  elects to manufacture  and distribute the Articles  granted under this
License  Agreement  the parties agree to negotiate in good faith for a reduction
of minimum sales and minimum royalties.  All Articles  manufactured from designs
approved  by  LICENSOR  shall bear the  Licensed  Mark.  During the term of this
Agreement,  LICENSEE  shall use its best  efforts to exploit  the rights  herein
granted  throughout  the  Territory.  LICENSEE shall not attempt to register the
mark "M.Sasson" in its own name for its own benefit in any country in the world.
LICENSEE agrees that it will not knowingly  directly or indirectly  infringe the
"M.Sasson"  trademark in countries outside the Territory and will not contribute
to or induce such  infringement  by selling  Licensed  Articles to persons  whom
LICENSEE  knows,  or reasonably  has reason to know,  intend to infringe the "M.
Sasson" trademark outside the Territory.

      (b) LICENSEE shall not sell or distribute any products that compete or are
in competition with the Licensed Articles.

      (c)  Nothing  herein  shall be  construed  to grant a license for the Mark
"Maurice  Sasson".  This  License  relates  solely  to the Mark "M.  Sasson"  as
depicted on Exhibit A.

3. TERM. The "Term" of this Agreement  shall commence upon the date of execution
hereof  and expire on April 30,  2009,  unless  sooner  terminated  as  provided
herein.

      (a) During the "First  Year",  November  11, 2003  through  April 30, 2005
LICENSEE shall guarantee minimum net sales of $10,000,000 for Schedule "A".

      (b) During the "Second Year",  May 1, 2005 through April 30, 2006 LICENSEE
shall guarantee minimum net sales of $15,000,000.

      (c) During the "Third  Year",  May 1, 2006 through April 30, 2007 LICENSEE
shall guarantee minimum net sales of $20,000,000.

      (d) During the "Fourth Year",  May 1, 2007 through April 30, 2008 LICENSEE
shall guarantee minimum net sales of $25,000,000.

      (e) During the "Fifth  Year",  May 1, 2008 through April 30, 2009 LICENSEE
shall guarantee minimum net sales of $30,000,000.

      (f)  LICENSEE  shall have the option to renew this  Agreement  for one (1)
additional term of one (1) year ("First Renewal Term") thereafter only if;


                                       2
<PAGE>

            (i) During the "Fifth Year" of this Agreement,  LICENSEE has made at
      least the net sale of  Licensed  Articles  that would be needed to support
      the minimums for the fifth year and has paid all appropriate royalties and
      advertising money thereon to LICENSOR; and

            (ii) LICENSEE is in compliance  with all of the terms and conditions
      of this  Agreement,  both at the time the option is  exercised  and on the
      last day of the initial term; and

            (iii)  Written  notice of the  election to  exercise  said option is
      delivered  to LICENSOR at its address  stated above not less than four (4)
      months prior to expiration of the Initial Term.

      (g)  LICENSEE  shall  have the  option  to  renew  this  Agreement  for an
additional term of one (1) year ("Second Renewal Term") thereafter, only if;

            (i) During the "First Renewal Term" of this Agreement,  LICENSEE has
      made at least the net sale of  Licensed  Articles  that would be needed to
      support  the  minimums  for such year of this  Agreement  and has paid all
      appropriate royalties and advertising money thereon to LICENSOR; and

            (ii) LICENSEE is in compliance  with all of the terms and conditions
      of this  Agreement,  both at the time the option is  exercised  and on the
      last day of the "First Renewal Term"; and

            (iii)  Written  notice of the  election to  exercise  said option is
      delivered  to LICENSOR at its address  stated above not less than four (4)
      months prior to the expiration of the "First Renewal Term".

      (h)  LICENSEE  shall  have the  option  to  renew  this  Agreement  for an
additional term of one (1) year ("Third Renewal Term") thereafter, only if;

            (i) During the "Second Renewal Term" of this Agreement, LICENSEE has
      made at least the net sale of  Licensed  Articles  that would be needed to
      support  the  minimums  for such year of this  Agreement  and has paid all
      appropriate royalties and advertising money thereon to LICENSOR; and

            (ii) LICENSEE is in compliance  with all of the terms and conditions
      of this  Agreement,  both at the time the option is  exercised  and on the
      last day of the "Second Renewal Term"; and


                                       3
<PAGE>

            (iii)  Written  notice of the  election to  exercise  said option is
      delivered  to LICENSOR at its address  stated above not less than four (4)
      months prior to the expiration of the "Second Renewal Term".

      (i)  LICENSEE  shall  have the  option  to  renew  this  Agreement  for an
additional term of one (1) year ("Fourth Renewal Term") thereafter, only if;

            (i) During the "Third Renewal Term" of this Agreement,  LICENSEE has
      made at least the net sale of  Licensed  Articles  that would be needed to
      support  the  minimums  for such year of this  Agreement  and has paid all
      appropriate royalties and advertising money thereon to LICENSOR; and

            (ii) LICENSEE is in compliance  with all of the terms and conditions
      of this  Agreement,  both at the time the option is  exercised  and on the
      last day of the "Third Renewal Term"; and

            (iii)  Written  notice of the  election to  exercise  said option is
      delivered  to LICENSOR at its address  stated above not less than four (4)
      months prior to the expiration of the "Third Renewal Term".

      (j)  LICENSEE  shall  have the  option  to  renew  this  Agreement  for an
additional term of one (1) year ("Fifth Renewal Term") thereafter, only if;

            (i) During the "Fourth Renewal Term" of this Agreement, LICENSEE has
      made at least the net sale of  Licensed  Articles  that would be needed to
      support  the  minimums  for such year of this  Agreement  and has paid all
      appropriate royalties and 2 advertising money thereon to LICENSOR; and

            (ii) LICENSEE is in compliance  with all of the terms and conditions
      of this  Agreement,  both at the time the option is  exercised  and on the
      last day of the "Fourth Renewal Term"; and

            (iii)  Written  notice of the  election to  exercise  said option is
      delivered  to LICENSOR at its address  stated above not less than four (4)
      months prior to the expiration of the "Fourth Renewal Term".

4.  EXCLUSIVITY OF RIGHTS.  LICENSOR will not grant any other license  effective
during  the term of this  Agreement  for the use of the  Licensed  Mark on or in
connection with the Articles in the Territory.  LICENSOR may use or grant others
the  right to use the  Licensed  Mark (a) on or in  connection  with  goods  not
licensed  hereunder in the  Territory or (b) on or in  connection  with Articles
outside the Territory.  LICENSOR reserves the right to produce,  sell and market
under the Licensed mark the Articles licensed under this Agreement. In the Event
the LICENSOR  elects to manufacture  and  distribute the Articles  granted under
this  License  Agreement  the  parties  agree to  negotiate  in good faith for a
reduction of minimum sales and minimum royalties.  LICENSEE will not, during the
term of this Agreement or thereafter,  use any business name utilizing the trade
name "M. Sasson",  attack  LICENSOR's title in and to the Licensed Mark,  attack
the validity of the Licensed  Mark,  attack the  registration  in any country by
LICENSOR  of the "M.  Sasson"  mark,  or attack the  validity  of this  License.
However,  in any other license agreement entered into by LICENSOR for the use of
the Licensed Mark in connection  with the sale and  distribution of the Articles
outside the Territory,  LICENSOR shall  affirmatively  require in such agreement
that said Articles may not be sold and/or  distributed  in the Territory by that
licensee.


                                       4
<PAGE>

5. QUALITY OF ARTICLES.  (a) Because the  availability  and quality of promotion
and  service  at  retail  outlets  affect  the  goodwill  of  LICENSOR  and  the
competitiveness  of items bearing the Mark, the quality of all Articles produced
and sold by LICENSEE under this Agreement and bearing the Licensed Mark shall be
of a high  quality  relative to other  Articles,  and shall be intended for sale
through the retail stores only as prestige,  better-priced merchandise and shall
be marketed accordingly and shall not be sold to jobbers or distributors. All of
the Articles will be manufactured,  labeled, sold, distributed and advertised in
accordance with all applicable national, state and local laws or regulations.

      (b) A list of customers for the Articles is defined in Exhibit B. LICENSEE
shall  submit all changes in its  customer  list with the regular  statement  of
royalties,  or more  frequently  if  needed.  LICENSOR  shall  have the right to
disapproveof  all or any portion of the list.  LICENSEE  will not sell  Articles
bearing the Mark to customers without first obtaining approval of LICENSOR.

      (c) Before selling or distributing any Articles bearing the Licensed Mark,
LICENSEE  shall submit to LICENSOR for its  approval,  a sample of each article,
its containers, labels and the like.

      (d) During the term of this Agreement, LICENSEE periodically, but at least
once each year, shall submit then current production samples, patterns, designs,
and material  selections of each Article  marketed  under this Agreement so that
LICENSOR may assure itself of the maintenance of the quality standards.

      (e) In order to maintain  an image of high  quality  Articles  bearing the
Licensed  Mark,  LICENSOR  agrees  that it will  maintain  such image with other
Articles  bearing the Licensed Mark that its sells, and that it will require and
enforce high quality standards from all other Licensees of the Licensed Mark.

6. REQUIRED MARKINGS. LICENSEE shall display the Licensed Mark only in such form
and manner as are  specifically  approved in writing by LICENSOR.  LICENSEE also
shall cause to appear on the Articles produced under this Agreement, or on their
containers  and  labels  and the like  and on all  advertising  and  promotional
material used in connection with them, such legends, markings and notices as may
be required by law or regulation in the Territory and as LICENSOR reasonably may
request.


                                       5
<PAGE>

      All  Licensed   Articles  produced  under  this  Agreement  shall  contain
LICENSEE's  identifying  mark  so  that  the  origin  of  the  Articles  can  be
determined.  Before producing Articles bearing the Licensed Mark, LICENSEE shall
submit to LICENSOR for its approval, finished artwork sufficiently in advance of
production to permit LICENSOR to correct, to the extent necessary,  the legends,
markings  and  notices  and the form and  manner in which the  Licensed  Mark is
displayed.

7.  APPROVALS.  LICENSEE  must  submit all  samples or artwork to  LICENSOR  for
approval.  Any approval of LICENSOR  required under this Agreement  shall not be
withheld unreasonably.  After any sample or artwork has been approved,  LICENSEE
shall not make any change without  LICENSOR's prior approval.  LICENSOR reserves
the right to approve or disapprove any sample based on current marketability. If
any sample or artwork is  disapproved  by LICENSOR,  LICENSEE  shall not release
that  Article or artwork for public  distribution  without  LICENSOR's  specific
written authorization.

      However,  LICENSOR's  approval  of any  sample  or  artwork  shall  not be
construed  to mean that  LICENSOR  has  determined  that the  sample or  artwork
conforms to the laws or regulations of any  jurisdiction  referred to above,  or
that it is not in conflict with any other  licensed  articles and shall not bear
any  liability  for  such  approval.  In the  event  the high  standard,  style,
appearance  or quality of any  Article  bearing  the  Licensed  Mark ceases t be
acceptable to LICENSOR,  LICENSOR shall have the right in reasonable exercise of
its sole  discretion to withdraw its approval of such Articles.  Upon receipt of
written  notice  from  LICENSOR of its  elections  to  withdraw  such  approval,
LICENSEE shall immediately cease the use of the Licensed Mark in connection with
the  promoting,  advertising,  sale,  manufacture,  distribution  or use of such
Articles bearing the Licensed Mark licensed  hereunder.  Notice of such election
by LICENSOR to withdraw  approval shall not relieve LICENSEE from its obligation
to pay  royalties  on such  Articles  for sales made by  LICENSEE to the date of
disapproval or thereafter as permitted herein.

8. USE OF OTHER TRADEMARKS.  LICENSEE may not use or associate the Licensed Mark
with any other  trademark,  except when used in combination  with prestige store
labels and except as permitted in Paragraph 10, hereof.

9. ROYALTIES. (a) LICENSEE shall pay to LICENSOR and account for a royalty of:

            (i) Five Percent  (5%) of LICENSEE 's Net Sales of Articles  bearing
      the Licensed  Mark during each year.  Three  Percent (3%) royalty shall be
      paid on "off price  goods",  which  shall be limited to no more than 5% of
      total sales within any Contract Year.

      (b)  Statements  - Within  twenty (20) days after the end of each  quarter
during the term of this Agreement, LICENSEE shall furnish to LICENSOR a full and
accurate  statement  showing the number,  description  and invoice price of each
Licensed Article sold, and the gross sales,  returns actually  received,  normal
trade  discounts  and  allowances  actually  granted  and sales  taxes,  if any,
deducted  (relative to the Licensed  Articles) and the Net Sales of all Articles
sold under this  Agreement.  Receipt or  acceptance  by  LICENSOR  of any of the
statements furnished, or of any sums paid pursuant to this Agreement,  shall not
preclude  LICENSOR from questioning their correctness at any time within a three
(3) year  period to  commence  with the  receipt  by  LICENSOR  of  LICENSEE  's
statement.  LICENSEE  shall have a separate  system of invoicing and billing for
all Licensed  Articles sold under this  Agreement and shall maintain a perpetual
inventory of all  Licensed  Articles  which shall be available to LICENSOR  upon
request.


                                       6
<PAGE>

      (c) Books and  Records -  LICENSEE  shall  maintain  appropriate  books of
account in which  accurate  entries shall be made  concerning  all  transactions
within the scope of this Agreement,  and LICENSOR shall have the right,  through
any accountant or other authorized  financial  representative  of its choice, on
reasonable advance notice to LICENSEE,  to examine and copy all or part of these
books of account and all other records, documents and material in the possession
or under  the  control  of  LICENSEE  with  respect  to  subject  matter of this
Agreement.  LICENSOR  shall have the right to examine all shipping  documents of
manufacturers  used by LICENSEE,  including  letters of credit.  LICENSEE  shall
supply LICENSOR with a list of all foreign and domestic  manufacturers  used for
production of the Licensed  Articles,  which shall be subject to the approval of
LICENSOR.  In addition,  LICENSEE shall cause all manufacturers to enter into an
agreement  that  all  designs  used  for the  production  of  Articles  licensed
hereunder shall be strictly  confidential and not used for any other licensee or
importer.  All books and account and records shall be kept available by LICENSEE
for at least three (3) years after the year to which they relate.

      LICENSEE  shall  also  provide,  at  LICENSOR'  s  request,  a copy of any
computerized  tape or disk if its sales  records  are kept on such  computerized
tapes or disks.

      (d) LICENSEE shall also provide LICENSOR with the following information:

            (i) Licensee shall furnish copies of their April 30th,  August 31St,
      and December 31St review  statements  within (90) days from the end of the
      fiscal period.

      (e) In addition to its right to inspect,  LICENSOR shall have the right at
any time,  by its own  personnel  or its agents,  to audit all books and records
which LICENSEE is required to maintain pursuant to this Agreement.  In the event
an audit  discloses  that  LICENSEE  has  understated  Net  Sales  or  underpaid
royalties for any report period,  LICENSEE shall pay to LICENSOR the amount,  if
any, by which the actual royalties exceed royalties paid. If LICENSEE  underpays
royalties by more than one  (1%),percent  for any calendar year,  LICENSEE shall
pay to LICENSOR all reasonable and necessary costs,  fees and expenses  incurred
by LICENSOR in conducting such audit.


                                       7
<PAGE>

10.  ADVERTISING  AND  PROMOTION.  (a)  LICENSEE  shall  submit its  program for
national advertising to LICENSOR for prior approval,  including LICENSEE's trade
releases  announcing the  introduction of Articles bearing the Licensed Mark. No
consumer   advertising  or  promotional  material  shall  contain  reference  to
LICENSEE's  name except that LICENSEE's tags and labels which have been approved
by LICENSOR may utilize the  following  statement:  "M. Sasson (* TM of MARK TM,
LLC. used under license by BIB Ltd. )" only on approved Licensed Articles.

      (b) LICENSEE  shall  maintain a separate  area for  exhibition of Licensed
Articles within LICENSEE's  showroom and shall designate an exclusive line of M.
Sasson (as defined in Schedule "A").

11.  INDEMNITY.  LICENSEE will  indemnify  and hold  LICENSOR  harmless from any
claim,  suit, loss,  damage or expense  (including  reasonable  attorney's fees)
arising out of any alleged defect in any Article produced by LICENSEE under this
Agreement, or the manufacture,  labeling, sale, distribution or advertisement of
any Article by  LICENSEE in  violation  of any  national,  state or local law or
regulation. LICENSOR shall give the LICENSEE notice of any such claim or suit.

      LICENSEE will further indemnify and hold LICENSOR harmless from any claim,
suit, loss,  damage or expense  (including  reasonable  attorney's fees) arising
out. of the use of the  Licensed  mark "M.  Sasson" in any  Article  produced by
LICENSEE under this Agreement, or the manufacture,  labeling, sale, distribution
or advertisement of any Article by LICENSEE in violation of any national,  state
or local law or regulation.  Such  indemnification  shall  specifically  include
claims for trademark infringement and unfair competition under Federal and State
law. LICENSOR shall give the LICENSEE notice of any such claim or suit.

12. INSURANCE  POLICY.  LICENSEE shall maintain at its own expense in full force
and effect at all times during  which  Articles  bearing the  Licensed  Mark are
being sold,  with a responsible  insurance  carrier  acceptable to LICENSOR,  at
least FIVE MILLION  ($5,000,000.00)  DOLLARS of product liability  insurance and
trademark  insurance with respect to the Articles.  This insurance  shall be for
the benefit of LICENSOR,  and  LICENSEE  shall give at least ten (10) days prior
written  notice  to  LICENSOR  of  the   cancellation  of,  or  any  substantial
modification  in, such  insurance  policy.  This  insurance  may be obtained for
LICENSOR by LICENSEE in  conjunction  with a policy which covers  products other
than the Licensed Articles bearing the Licensed Mark.

13. EVIDENCE OF INSURANCE.  LICENSEE  shall,  from time to time, upon reasonable
request by  LICENSOR,  promptly  furnish or cause to be  furnished  to  LICENSOR
evidence in form and substance  satisfactory to LICENSOR,  of the maintenance of
the  insurance  required by  Paragraph 12 above,  including,  but not limited to
originals, copies of policies, certificates of insurance (with applicable riders
and endorsements) and proof of premium payments.


                                       8
<PAGE>

14. TRADEMARK OWNERSHIP OF THE LICENSED MARKS.

      (a) LICENSEE acknowledges  LICENSOR's ownership of the Licensed Marks, and
agrees not to challenge their validity and ownership by LICENSOR. All use of the
Licensed  Marks by LICENSEE  shall inure to the  benefit of  LICENSOR.  LICENSEE
shall not do or commit any act which would  effect the  validity of the Licensed
Marks,  or LICENSOR's  ownership  thereof.  LICENSEE shall at any time,  whether
during or after the Term of this  Agreement,  execute any  documents  reasonably
requested  by  LICENSOR  to  confirm  its  ownership  rights.  All rights in the
Licensed  Marks  other than those  specifically  granted in this  Agreement  are
reserved by LICENSOR  for its own use and  benefit.  This  Agreement  shall also
include  all future  trademarks  of LICENSOR  using the name "M.  Sasson" or its
logos.  LICENSEE acknowledges that the Licensed Mark has not yet been registered
and is pending  before  the U.S.  Patent and  Trademark  Office.  Simultaneously
herewith  LICENSEE shall assign all trademark  applications and registration for
the Mark "M. Sasson".  Such assignment  shall include all "good will" associated
with the Mark and shall be in a form  acceptable  to LICENSOR.  LICENSEE  hereby
assumes all risk associated with the use of the Licensed Mark "M. Sasson" on the
Licensed Articles.

      (b) DESIGN OWNERSHIP.  All rights (including  copyright rights) to designs
for the Licensed  Articles,  and to any package  design,  label,  advertising or
promotional  material or the like bearing the Licensed  Marks  (hereinafter  the
"Design  Rights")  shall be the  property of LICENSOR  (regardless  whether such
designs were created by LICENSOR,  LICENSEE, or LICENSEE's employees,  officers,
directors,  stockholders  or  independent  contractors).  LICENSEE shall make or
procure  all  assignments  necessary  for this  purpose.  LICENSEE  shall  place
appropriate notices on the Licensed Articles,  packages, labels, and advertising
and  promotional  materials  in order to protect  the Design  Rights  (including
copyrights)  therein.  During the Term of this  Agreement,  LICENSEE may use the
Design Rights in the Territory in connection  with its exercise of the trademark
license of the  preceding  Paragraph 2. All Articles  manufactured  from designs
submitted by LICENSEE and approved by LICENSOR, shall bear the Trademarks.

      (c)  EXCLUSIVITY OF DESIGN.  All designs used by LICENSEE for the Licensed
Articles shall be used  exclusively  for said Articles and may not be used under
any other trademark or private label without the consent of LICENSOR.

15.  REGISTRATION.  LICENSEE  shall  cooperate  with LICENSOR in the  execution,
filing and prosecution of any trademark or copyright  applications that LICENSOR
may desire to file and for that purpose  LICENSEE  shall supply to LICENSOR from
time to time such  samples,  containers,  labels and similar  material as may be
reasonably  required.  The right of  LICENSEE,  pursuant to  Paragraph 2 hereof,
shall  include  to  the  extent  necessary,  the  right  to use  any  registered
trademarks or copyrights secured by LICENSOR hereunder.

16.  TERMINATION  FOR BREACH.  (a) If LICENSEE  breaches any of its  obligations
under this Agreement,  LICENSOR shall have the right,  without  prejudice to any
other rights  which  LICENSOR may have,  to terminate  this  Agreement by giving
Fifteen (15) days notice to LICENSEE,  and this notice will automatically become
effective unless LICENSEE completely remedies the breach within the Fifteen (15)
day period.


                                       9
<PAGE>

      (b) Without  prejudice  any other rights  LICENSOR may have,  LICENSOR may
terminate this Agreement, without liability, at any time:

            (i) If after  achieving  widespread  commercial  distribution of the
      Articles  within the  Territory,  LICENSEE fails to continue the bona fide
      distribution and sale of the Articles for a consecutive  period in excess.
      of six (6) months; or

            (ii) If at any time  subsequent to the initial  distribution  of the
      Articles, LICENSEE fails to adequately advertise,  promote and merchandise
      the Articles and LICENSEE has not instituted  corrective  measures  within
      thirty (30) days after receiving  notice of such deficiency from LICENSOR;
      or

            (iii) If LICENSEE  understates  royalties due for any royalty report
      by Two  (2%)  Percent  or  more or  misrepresents  or  misstates  material
      information  in  any  other  report   required  or  requested  under  this
      Agreement; or

            (iv) If the quality of Articles  (other than  seconds) is materially
      lower (as determined by LICENSOR in its sole subjective  discretion)  than
      those   submitted  for  approval,   and  LICENSEE  fails  to  correct  the
      deficiencies  to the  satisfaction  of  LICENSOR  within  ten (10) days of
      written notice; or

            (v) LICENSEE makes any cash or unreported sales.

      (c)  During  the term of this  Agreement,  if  LICENSOR  gives  notice  to
LICENSEE for termination for breach, or gives notice of default for breach, more
than two (2) times,  upon the third  notice,  LICENSEE  shall no longer have the
right to remedy the breach and  termination  shall be  effective  at the time of
notice.  The failure of LICENSOR to  exercise  this right to  terminate  for any
breach  shall not  effect  its right to  exercise  the right  upon a  subsequent
breach.

      (d)  TERMINATION  BECAUSE OF  INSOLVENCY.  If  LICENSEE is  adjudicated  a
bankrupt,  or if a petition in bankruptcy  is filed against the LICENSEE,  or if
LICENSEE makes any  assignment for the benefit of its creditors,  or if LICENSEE
commits any act of bankruptcy or takes the benefit of any insolvency  law, or if
LICENSEE defaults on any obligation which is secured by a security interest,  in
whole or in part in the Articles bearing the Licensed Marks, or if a receiver is
appointed  for LICENSEE or a  substantial  part of it business  interests,  this
Agreement shall automatically  terminate as of the earliest date on which any of
the above events occurred  without  prejudice to any other rights which LICENSOR
may have.  Invalidity or  unenforceability  of Paragraph 16(d) of this Agreement
shall not affect or render any other clause of this Agreement invalid.


                                       10
<PAGE>

      (e)  CHANGE OF  BUSINESS.  If  LICENSEE  sells or  otherwise  disposes  of
substantially  all of its  business  or assets to a third  party,  or control of
LICENSEE is transferred and the management  thereby changed,  LICENSOR will have
the right,  without  prejudice to any other right it may have to terminate  this
Agreement by giving notice to LICENSEE effective immediately.

17. EFFECT OF TERMINATION.  (a) Upon expiration or termination of this Agreement
for any reason whatsoever,  all rights in the Licensed Mark shall  automatically
revert to LICENSOR. LICENSEE shall cease all use of the Licensed Mark which have
been  embodied in Articles  bearing  the  Licensed  Mark,  except  that,  if the
Agreement  is  terminated  other  than  pursuant  to  Paragraph  16(d)  of  this
Agreement,  LICENSEE  shall  then  have  Three  (3)  months  from  the  date  of
termination  to sell out its then  existing  inventory  of Articles  bearing the
Licensed Mark. LICENSEE shall account for, and pay royalties on, all these sales
not later than Thirty  (30) days after the close of the Three (3) month  period.
Upon the date of termination, LICENSEE will promptly compute and inform LICENSOR
of the amount of its then existing  inventory of the Licensed  Articles  bearing
the Licensed Mark.  If, at any time during the Three (3) month period,  LICENSEE
is willing to sell all or substantially all of its then remaining inventory to a
single purchaser or group of related  purchasers,  LICENSEE will advise LICENSOR
of the identity of the prospective  purchaser(s)  and the price and terms of the
proposed  sale  and  LICENSOR  will  have a right of  first  refusal  to buy the
remaining  inventory  at that  price  and on those  terms  following  notice  to
LICENSOR of such proposed sale.

      LICENSEE  SHALL NOT ACCEPT ANY ORDER FOR NEW  PRODUCTION OF ARTICLES TO BE
MANUFACTURED  NOR ACCEPT ANY ORDER  WHATSOEVER THAT SHALL REQUIRE DELIVERY AFTER
THE CLOSE OF THE THREE (3) MONTH SELL-OFF PERIOD.

      (b) NO  INDEMNITY,  ETC.  Upon  the  expiration  or  termination  of  this
Agreement in accordance herewith,  LICENSEE shall not be entitled to termination
payments,  compensation,  reimbursement,  or  damages  on account of any loss of
prospective  profits  on  anticipated  sales  or  on  account  of  expenditures,
including  for   advertising,   promotion  or  for   manufacturing   facilities,
investments,  leases, or other commitments relating to the business or good will
of  LICENSEE,  including  without  limitation,  damages  claimed  by  reason  of
LICENSEE's reliance upon the continuance of this Agreement.

18. INFRINGEMENTS. If LICENSEE learns of any use by any person of a trademark or
design  similar  to any of the  Licensed  Mark or a  licensed  design,  it shall
promptly notify LICENSOR and, if requested by LICENSOR, shall join the LICENSOR,
at LICENSOR's expense, in such action as LICENSOR, in its reasonable discretion,
may deem  advisable  for the  protection of its rights.  LICENSEE  shall have no
right to take any action with  respect to the Licensed  Mark or designs  without
LICENSOR's prior written approval.

19. REPRESENTATION AND WARRANTY.  The parties respectively represent and warrant
that they are under no legal  impediment  which would prevent their signing this
Agreement or consummating the same.


                                       11
<PAGE>

20.  RELATIONSHIP  OF PARTIES.  Nothing  contained  in this  Agreement  shall be
construed  to place the parties in the  relationship  of legal  representatives,
partners,  joint  venturers,  or  agents,  and  LICENSEE  shall have no power to
obligate or bind LICENSOR in any manner except as provided herein.

21.  ASSIGNABILITY.  LICENSEE  may not  assign or  sublicense  any or all of its
rights or delegate  any of its duties under this  Agreement  without the written
consent of LICENSOR. Any attempted assignment or sublicense in violation of this
provision shall be void.

22. NOTICES.  Any notice or other communication under this Agreement shall be in
writing and shall be considered given when sent by overnight  delivery  service,
telecopier or by registered mail,  return receipt  requested,  to the parties at
the following addresses (or at such other address as party may specify by notice
to the other in the manner provided herein:

            TO LICENSOR:        Brenda Palmer
                                Vice President Licensing
                                MARK TM, LLC.
                                1400 Broadway - 15th floor
                                New York, New York 10018
                                Fax: 212-383-8285

            WITH A COPY TO:     ROBERT A. SPIEGELMAN, ESQ.
                                1400 Broadway - 15th floor
                                New York, New York 10018
                                Fax: 212-383-8289

            TO LICENSEE:        Mark Binder, Chairman
                                BIB Ltd.
                                1 West 34th Street
                                New York, NY 10016
                                Fax: 646-473-1766

            WITH A COPY TO:     Scott Allinson
                                Tallman, Hudders & Sorrentino
                                The Paragon Centre Suite 300
                                1611 Pond Road
                                Allentown, PA 18104-2258
                                Fax: 610-391-1800


                                       12
<PAGE>

23. WAIVER.  The failure of a party to insist upon strict  adherence to any term
of this Agreement on any occasion shall not be considered a waiver or deprive or
limit that party of the right thereafter to insist upon strict adherence to that
term in the  particular  instance  or any other  term of this  Agreement  in any
instance. Any waiver must be in writing.

24.  GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  and
enforced in accordance with the laws of the State of New York.

25.  ARBITRATION.  (a)  Any  controversy  arising  out of or  relating  to  this
Agreement  shall be resolved by  arbitration in the City of New York pursuant to
the rules then obtaining of the American Arbitration  Association.  The panel of
Arbitration  appointed to settle any controversy or claim shall consist of three
(3) arbitrators.

      (b) The Arbitrators sitting in any such controversy shall have no power or
jurisdiction  to alter or modify any express  provision of this  Agreement or to
make any award which by its terms affect any such alteration or modification.

      (c) The parties  consent to the  jurisdiction  of the Supreme Court of the
State of New York and further  consent  that any demand for  arbitration  or any
process  or  notice  of  motion  or other  application  to the  Court or a Judge
thereof, in connection with the same may be served in or out of the State of New
York by registered  mail or by personal  service  provided a reasonable time for
appearance is allowed.

      (d) The provision for arbitration herein shall not be deemed any waiver of
the rights of either party to any  provisional  remedy  provided  under New York
Law. It is agreed  that in the event of any  violation  hereof,  the other party
hereto shall have the right to obtain a  preliminary  injunction  enjoining  any
further violation of this Agreement pending the arbitration hearing.

26.  INTEREST.  LICENSEE shall pay interest to LICENSOR upon all overdue amounts
payable under this Agreement at the prime rate, plus two percent (2%) per annum,
in effect at Chase Bank, N.A., covering the period from the due date to the date
of payment.  However, such payment shall in no way affect the rights of LICENSOR
under this Agreement, including but not limited to 4those specified in Paragraph
17, hereof.

27. CROSS-DEFAULT. If any other agreement between the parties hereto is breached
and/or terminated pursuant to the terms thereof,  such breach and/or termination
shall, in the sole discretion of LICENSOR,  constitute an event of default under
this  Agreement,  and LICENSOR  shall have the right,  without  prejudice to any
other rights it may have, to terminate this Agreement (with immediate effect) by
giving notice to LICENSEE.


                                       13
<PAGE>

      LICENSEE  agrees that a breach or default under this Agreement  shall,  in
the sole discretion of LICENSOR, also constitute and be deemed a breach or event
of default under all existing  agreements  between the parties as of the date of
such breach or default;  and upon any such termination  and/or breach,  LICENSOR
shall have the right,  without  prejudice  to any other  rights it may have,  to
terminate any or all other such  Agreements  (with  immediate  effect) by giving
notice to LICENSEE. LICENSEE shall immediately pay all royalties and/or minimums
to LICENSOR as provided in all such Agreements.

28.  IMPORTATION  OF  LICENSED  ARTICLES.  All  Licensed  Articles  caused to be
manufactured  by LICENSEE or an approved  sublicense or  subsidiary  outside the
United  States,  shall be imported  into the United States under the name of the
LICENSEE  ONLY.  Any and all Articles  imported  under a name other than that of
LICENSEE  shall be  deemed  counterfeit  by U.S.  Customs  and  will be  treated
accordingly.  In order to prevent the  importation of  counterfeit  merchandise,
LICENSEE shall use a customs  broker  designated or approved by LICENSOR for all
LICENSOR's Articles imported under this Agreement.  LICENSOR shall not be liable
for any acts of or transaction with said broker.

29.  COMPLETE  AGREEMENT.  This Agreement  contains a complete  statement of all
arrangements  between the parties with respect to its subject matter, and cannot
be changed or terminated orally.

30.  HEADINGS.  The headings of this  agreement  are solely for  convenience  of
reference and shall not effect its interpretation.


                                       14
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have set their hand and seal as of the
day first hereinabove written.


MARK TM, LLC

/s/ Brenda Palmer
-----------------------------------
Brenda Palmer
Vice President Licensing


MARK TM, LLC

/s/ Joe Nakash
-----------------------------------
Joe Nakash
Chairman


BIB LTD.

/s/ Mark Binder
-----------------------------------
Mark Binder
Chairman


All terms of this License Agreement are guaranteed by BIB Holdings, Ltd.

/s/ Mark Binder
-----------------------------------
Mark Binder

License Agreement between MARK TM, LLC. and BIB LTD., dated November 24, 2003.


                                       15