Exhibit
      10.3

    


    GUARANTY

    


    I. RECITALS

    


    Reference
      is made to that certain Loan and Security Agreement dated as of October 31,
      2006
      (as the same may be amended, restated, modified or supplemented and in effect
      from time to time, the "Loan Agreement") among Mossimo Holdings LLC, a Delaware
      limited liability company ("Company"), Mossimo Management LLC, as Servicer,
      the
      Lenders from time to time party to the Loan Agreement and MERRILL LYNCH MORTGAGE
      CAPITAL INC., in its capacity as Agent under the Loan Agreement ("Agent").
      As
      one of the conditions to making the Loan and other financial accommodations
      available to Company under the Loan Agreement, the Lenders have required that
      the undersigned ("Guarantor"), guaranty the obligations of Company to Agent
      and
      the Lenders. Capitalized terms used and not otherwise defined herein shall
      have
      the respective meanings provided for in the Loan Agreement.

    


    II. GUARANTY

    


    Therefore,
      for value received, and in consideration of any loan, advance or financial
      accommodation of any kind whatsoever heretofore, now or hereafter made, given
      or
      granted to Company under the Loan Agreement or any other Transaction Document
      by
      Agent or any Lender, Guarantor hereby unconditionally guaranties the full and
      prompt payment when due, whether at maturity or earlier, by reason of
      acceleration or otherwise, and at all times thereafter, of all of the
      Obligations. Without limiting the foregoing, Guarantor guarantees the payment
      of
      all fees, costs and expenses (including attorneys' fees and expenses) incurred
      by Agent or any Lender in attempting to collect any amount due under this
      Guaranty or in prosecuting any action against Company in any way related to
      the
      Transaction Documents, Guarantor with respect to this Guaranty or any other
      guarantor of all or part of the Obligations and all interest, fees, costs and
      expenses owing to Agent or any Lender after the commencement of bankruptcy
      proceedings with respect to Company, any Guarantor or any other guarantor of
      all
      or part of the Obligations (whether or not the same may be collected while
      such
      proceedings are pending).

    


    Guarantor
      hereby agrees that this Guaranty is a present and continuing guaranty of payment
      and not of collection and that its obligations hereunder shall be unconditional,
      irrespective of (i) the validity or enforceability of the Obligations or any
      part thereof, or of any of the Transaction Documents, (ii) the waiver or consent
      by Agent or any Lender with respect to any provision of any Transaction
      Document, or any amendment, modification or other change with respect to any
      Transaction Document, (iii) any merger or consolidation of Company, Guarantor
      or
      any other guarantor of all or part of the Obligations into or with any Person
      or
      any change in the ownership of the equity of Company, Guarantor or any other
      guarantor of all or part of the Obligations, (iv) any dissolution of Guarantor
      or any insolvency, bankruptcy, liquidation, reorganization or similar
      proceedings with respect to Company, Guarantor or any other guarantor of all
      or
      part of the Obligations, (v) any action or inaction on the part of Agent or
      any
      Lender, including without limitation the absence of any attempt to collect
      the
      Obligations from Company, Guarantor or any other guarantor of all or part of
      the
      Obligations or other action to enforce the same or the failure by Agent to
      take
      any steps to perfect and maintain its Lien on, or to preserve its rights to,
      any
      security or collateral for the Obligations, (vi) Agent's election, in any
      proceeding instituted under Chapter 11 of Title 11 of the Bankruptcy Code of
      the
      application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing
      or
      grant of a Lien by Company, Guarantor or any other guarantor of all or part
      of
      the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy
      Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of
      all
      or any portion of Agent's or any Lender's claims for repayment of the
      Obligations, (ix) Agent's or any Lender's inability to enforce the Obligations
      of Company as a result of the automatic stay provisions under Section 362 of
      the
      Bankruptcy Code, or (x) any other circumstance which might otherwise constitute
      a legal or equitable discharge or defense of Company, Guarantor or any other
      guarantor of all or part of the Obligations (other than the irrevocable payment
      in full in cash of the Obligations). 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Notwithstanding
      any provision of this Guaranty to the contrary, it is intended that this
      Guaranty not constitute a "Fraudulent Conveyance" (as defined below).
      Consequently, Guarantor agrees that if this Guaranty would, but for the
      application of this sentence, constitute a Fraudulent Conveyance, this Guaranty
      shall be valid and enforceable only to the maximum extent that would not cause
      this Guaranty to constitute a Fraudulent Conveyance, and this Guaranty shall
      automatically be deemed to have been amended accordingly at all relevant times.
      For purposes hereof, "Fraudulent Conveyance" means a fraudulent conveyance
      or
      fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent
      conveyance or fraudulent transfer under the provisions of any applicable
      fraudulent conveyance or fraudulent transfer law or similar law of any state,
      nation or other governmental unit, as in effect from time to time.

    


    No
      payment made by or for the account or benefit of Guarantor (including, without
      limitation, (i) a payment made by Company in respect of the Obligations, (ii)
      a
      payment made by any Person under any other guaranty of the Obligations or (iii)
      a payment made by means of set-off or other application of funds by Agent or
      any
      Lender) pursuant to this Guaranty shall entitle Guarantor, by subrogation or
      otherwise, to any payment by Company or from or out of any property of Company,
      and Guarantor shall not exercise any right or remedy against Company or any
      property of Company including, without limitation, any right of contribution
      or
      reimbursement by reason of any performance by Guarantor under this Guaranty,
      until the Obligations have been indefeasibly paid in full in cash and the Loan
      Agreement has been terminated.

    


    Guarantor
      hereby waives diligence, presentment, demand of payment, filing of claims with
      a
      court in the event of any bankruptcy proceeding (or other insolvency proceeding)
      of Company, protest or notice with respect to the Obligations and all demands
      whatsoever, and covenants that this Guaranty will not be discharged, except
      by
      complete and irrevocable payment and performance of the obligations and
      liabilities contained herein. No notice to Guarantor or any other party shall
      be
      required for Agent, on behalf of Agent or any Lender, to make demand hereunder.
      Such demand shall constitute a mature and liquidated claim against Guarantor.
      Upon the occurrence and during the continuance of any Event of Default and
      following the Agent or the Lenders declaring that the Loan and all interest
      and
      all Fees accrued on the Loan and any other Obligations to be immediately due
      and
      payable (which such declaration shall be automatic following an Event of Default
      described in Section 7.0l of the Loan Agreement), Agent may, at its sole
      election, proceed directly and at once, without notice, against Guarantor to
      collect and recover the full amount or any portion of the Obligations, without
      first proceeding against Company, any other Person or any security or collateral
      for the Obligations. Agent shall have the exclusive right to determine the
      application of payments and credits, if any, from Guarantor on account of the
      Obligations or of any other liability of Guarantor to Agent and Lenders arising
      hereunder.

    


    
      
         

      

      
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    Agent
      and
      Lenders are hereby authorized, without notice or demand to Guarantor and without
      affecting or impairing the liability of Guarantor hereunder, to, from time
      to
      time, (i) renew, extend, accelerate or otherwise change the time for payment
      of,
      or other terms relating to, the Obligations or otherwise modify, amend or change
      the terms of any Transaction Document (other than this Guaranty, but any change
      to this Guaranty shall not affect the obligations of Guarantor under this
      Guaranty except as otherwise agreed to in such amendment to this Guaranty),
      (ii)
      accept partial payments on the Obligations, (iii) take and hold collateral
      for
      the payment of the Obligations, or for the payment of this Guaranty, or for
      the
      payment of any other guaranties of the Obligations or other liabilities of
      Company, and exchange, enforce, waive and release any such collateral, (iv)
      apply such collateral and direct the order or manner of sale thereof as in
      their
      sole discretion they may determine and (v) settle, release, compromise, collect
      or otherwise liquidate the Obligations and any collateral therefor in any
      manner.

    


    At
      any
      time after maturity of the Obligations, Agent and Lenders may, in their sole
      discretion, without notice to any Guarantor and regardless of the acceptance
      of
      any collateral for the payment hereof, appropriate and apply toward payment
      of
      the Obligations (i) any indebtedness due or to become due from Agent or any
      Lender to Guarantor and (ii) any moneys, credits or other property belonging
      to
      Guarantor at any time held by or coming into the possession of Agent or any
      Lender or any Affiliates thereof, whether for deposit or otherwise.

    


    Guarantor
      hereby assumes responsibility for keeping itself informed of the financial
      condition of Company, and any and all endorsers and other guarantors of all
      or
      any part of the Obligations and of all other circumstances bearing upon the
      risk
      of nonpayment of the Obligations or any part thereof that diligent inquiry
      would
      reveal, and Guarantor hereby agrees that neither Agent nor any Lender shall
      have
      any duty to advise Guarantor of information known to such Agent or Lender
      regarding such condition or any such circumstances. Guarantor hereby
      acknowledges familiarity with Company's financial condition and that it has
      not
      relied on any statements by Agent or any Lender in obtaining such information.
      In the event Agent or any Lender, in its sole discretion, undertakes at any
      time
      or from time to time to provide any such information to Guarantor, neither
      Agent
      nor any Lender shall be under any obligation (i) to undertake any investigation
      with respect thereto, (ii) to disclose any information which, pursuant to
      accepted or reasonable commercial finance practices, Agent or such Lender wishes
      to maintain confidential or (iii) to make any other or future disclosures of
      such information, or any other information, to Guarantor.

    


    
      
         

      

      
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    Guarantor
      consents and agrees that neither Agent nor any Lender shall be under any
      obligation to marshal any assets in favor of Guarantor or against or in payment
      of any or all of the Obligations. Guarantor further agrees that, to the extent
      that Company makes a payment or payments to Agent or any Lender, or Agent or
      any
      Lender receives any proceeds of Collateral, which payment or payments or any
      part thereof are subsequently invalidated, declared to be fraudulent or
      preferential, set aside or required to be repaid to Company, its estate,
      trustee, receiver or any other party, including Guarantor, under any Applicable
      Law or equitable cause, then to the extent of such payment or repayment, the
      Obligations or the part thereof which has been paid, reduced or satisfied by
      such amount shall be reinstated and continued in full force and effect as of
      the
      date such initial payment, reduction or satisfaction occurred, and this Guaranty
      shall continue to be in existence and in full force and effect, irrespective
      of
      whether any evidence of indebtedness has been surrendered or
      cancelled.

    


    Guarantor
      also waives all set-offs and counterclaims and all presentments, demands for
      performance, notices of nonperformance, protests, notices of protest, notices
      of
      dishonor, and notices of acceptance of this Guaranty. Guarantor further waives
      all notices of the existence, creation or incurring of new or additional
      indebtedness, arising either from additional loans extended to Company or
      otherwise, and also waives all notices that the principal amount, or any portion
      thereof, or any interest under or on any Transaction Document is due, notices
      of
      any and all proceedings to collect from the maker, any endorser or any other
      guarantor of all or any part of the Obligations, or from anyone else, and,
      to
      the extent permitted by law, notices of exchange, sale, surrender or other
      handling of any security or collateral given to Agent to secure payment of
      the
      Obligations.

    


    III. MISCELLANEOUS

    


    Guarantor
      hereby represents and warrants to Agent and Lenders that (i) it is duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization, (ii) the execution, delivery and performance
      by Guarantor of this Guaranty are within its powers, have been duly authorized
      by all necessary action pursuant to its Organizational Documents, require no
      further action by or in respect of, or filing with, any Government Entity and
      do
      not violate, conflict with or cause a breach or a default under any provision
      of
      any Applicable Law, any of its Organizational Documents or any agreement,
      binding upon it and (iii) this Guaranty constitutes a valid and binding
      agreement of Guarantor, enforceable against Guarantor in accordance with its
      respective terms, except as the enforceability thereof may be limited by
      bankruptcy, insolvency or other similar Applicable Laws relating to the
      enforcement of creditors' rights generally and by general equitable principles.
      

    


    Guarantor
      will not, and will not permit any Subsidiary to, directly or indirectly, create,
      incur, assume, guarantee or otherwise become or remain directly or indirectly
      liable with respect to, any Debt, except for: (i) Debt existing on the Closing
      Date; (ii) Debt incurred in connection with the Transaction Documents; (iii)
      Debt incurred or assumed for the purpose of financing all or any part of the
      acquisition of the capital stock or assets of another Person or in connection
      with a merger with another Person of which the Guarantor or Subsidiary is the
      surviving entity; and (iv) Debt (other than the Debt described in clauses (ii)
      and (iii) above) in an amount such that after giving effect to the incurrence
      thereof the aggregate outstanding Debt of Guarantor and its Subsidiaries would
      not to exceed the sum of the amount of Debt outstanding on the Closing Date
      plus
      $70,000,000; provided,
      however,
      that in
      the event that the Guarantor sells not less than $75,000,000 of its capital
      stock following the Closing Date, the foregoing limitation on the incurrence
      of
      additional Debt in excess of $70,000,000 shall be eliminated and the Guarantor
      and its Subsidiaries shall be permitted to incur additional Debt in their sole
      discretion. 

    


    
      
         

      

      
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    No
      delay
      on the part of Agent in the exercise of any right or remedy shall operate as
      a
      waiver thereof, and no single or partial exercise by Agent of any right or
      remedy shall preclude any further exercise thereof; nor shall any modification
      or waiver of any of the provisions of this Guaranty be binding upon Agent or
      Lenders, except as expressly set forth in a writing duly signed and delivered
      on
      Agent's behalf by an authorized officer or agent of Agent. Agent's or any
      Lender's failure at any time or times hereafter to require strict performance
      Guarantor of any of the provisions, warranties, terms and conditions contained
      in this Guaranty shall not waive, affect or diminish any right of Agent and
      Lenders at any time or times hereafter to demand strict performance thereof
      and
      such right shall not be deemed to have been waived by any act or knowledge
      of
      Agent or any Lender, or its respective agents, officers or employees, unless
      such waiver is contained in an instrument in writing signed by an officer or
      agent of Agent, and directed Guarantor specifying such waiver. No failure or
      delay by Agent or any Lender in exercising any right, power or privilege under
      this Guaranty shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.


    


    This
      Guaranty shall be binding upon Guarantor and its respective successors and
      assigns and shall inure to the benefit of Agent and Lenders and their respective
      successors and assigns, except that Guarantor may not assign its obligations
      hereunder without the written consent of Agent. All notices, approvals,
      requests, demands and other communications hereunder shall be given in
      accordance with the notice provision of the Loan Agreement; provided, that
      such
      notices shall be given to Guarantor at its address or facsimile number set
      forth
      on the signature pages hereof.

    


    THIS
      GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
      PRINCIPLES. GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR
      FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND
      IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS
      ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS.
      GUARANTOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
      COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. GUARANTOR HEREBY WAIVES
      PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
      PROCESS MAY BE MADE UPON GUARANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN
      RECEIPT REQUESTED, ADDRESSED TO GUARANTOR IN ACCORDANCE WITH THE NOTICE
      PROVISIONS HEREOF AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER
      THE
      SAME HAS BEEN POSTED.

    


    
      
         

      

      
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    GUARANTOR
      AND AGENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
      LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE
      TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
      SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

    


    This
      Guaranty may be signed in any number of counterparts, each of which shall be
      an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Guaranty has been duly executed by each Guarantor this
      31st day of October, 2006.

     

    
      	 	
              GUARANTOR:

              


              ICONIX
                BRAND GROUP, INC. 

              


              By:
                /s/
                Neil
                Cole                                             
                

              Its: President
                and
                CEO                                  
                

              


              Address:

              


              1450
                Broadway, 4th
                Floor

              New
                York, NY 10018

              Facsimile:
                (212) 391-2057

              


              MERRILL
                LYNCH MORTGAGE CAPITAL INC.,
                as Agent

              


              By:
                /s/
                Joseph
                Magnus                                 
                

              Its:
                Vice
                President                                          
                

            


    

     

    
      
         

      

      
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