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MERCHANDISING LICENSE AGREEMENT

|1. | Licensor:                             | Dussault Apparel Inc (Licensor)        
|-- | ------------------------------------- | -----------------------------------------
|   |                                       | 2250 East Hastings Street                
|   |                                       | Vancouver, BC V5L1V4                     
|   |                                       | Attention: Mr. Jason Dussault            
|   |                                       | Phone: 604 222
  2010                    
|   |                                       |                                          
|   | Licensee:                             | USPA Accessories, LLC d/b/a Concept One  
|   |                                       | Accessories (Licensee)                 
|   |                                       | 119 West 40thStreet                      
|   |                                       | New York, NY 10018                       
|   |                                       | Attention: Mr. Sam Hafif,                
|   |                                       | Phone: 212 868 2590; Fax: 212 868 2595   
|   |                                       |                                          
|   | Licensors                            |                                          
|   | Representative:                       | Bill Macdonald                           
|   |                                       | Macdonald Tuskey Law Corp                
|   |                                       | 1210 777 Hornby Street                   
|   |                                       | Vancouver BC, V6Z 1S4                    
|   |                                       | Phone: (604) 648-1670; Fax (604) 687-3214
|   |                                       |                                          
|3. | **Proprietary Subject
      Matter:**

Any and all designs submitted by
Dussault Apparel Inc.

|4. | Articles: The following
      products utilizing, bearing or otherwise relating to the Proprietary
      Subject Matter:
|-- | ------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                         
|   | (a)                                                                                                                     
|   |                                                                                                                         
|   | (b)                                                                                                                     
|   |                                                                                                                         
|   | (c)                                                                                                                     
|   |                                                                                                                         
|   | (d)                                                                                                                     
|   |                                                                                                                         

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| | (e) | bags or soft sided luggage of any size or design, with or
      without straps or handles, of all materials                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                     
| | (f) | belt buckles of all materials                                                                                                                                       
| |     |                                                                                                                                                                     
| | (g) | headwear (hats, bandanas as an example) of all
      materials                                                                                                     
| |     |                                                                                                                                                                     
| | (h) | apparel, (including but not limited to t-shirts, screened
      shirts, polo shirts, buttoned shirts, leather shirts/jackets, hoodies,
      etc.), of all materials
| |     |                                                                                                                                                                     
| | (i) | gloves of all materials                                                                                                                                             

Unless otherwise indicated by the text
of this Agreement, the above shall be collectively referred to herein as
Articles.

|5. | **Territory:**United States, Canada, European Union and
      Japan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Term:The term shall commence on the date this
      Agreement is executed by all parties and shall expire on November 1, 2011,
      unless sooner terminated as provided in Exhibit A hereto (the Initial
      Term). This Agreement shall automatically renew for one two (2) year term
      (the First Renewal Term) if Licensee achieves minimum net sales of one
      million dollars ($1,000,000) within the Initial Term. This Agreement shall
      automatically renew for another two (2) year term (the Second Renewal
      Term) if Licensee achieves minimum net sales of two million dollars
      ($2,000,000) within the First Renewal Term. Notwithstanding the foregoing,
      Licensee may elect not to renew this Agreement by delivering to Licensor a
      written notice, not less than ninety (90) days prior to the expiration of
      the Initial Term, or First Renewal Term as the case may be, stating that
      it does not intend to renew this Agreement. Any reference hereinafter to
      the Term shall be deemed to be a reference to the Initial Term and the
      Renewal Terms, if any.

|7. | Exclusivity (check
      one):  X Non-exclusivelicenseas defined in Paragraph 21.1
|-- | ----------------------------------------------------------------------------------

|8. | Royalty Rate:Ten Percent (10 %) of Net Sales as
      defined in Paragraph 19.2 paid to Licensor (the Royalty Rate).Royalty
      Rate payments will be submitted for dispersal quarterly on the calendar
      year.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|9.  | Channels of Distribution:including Specialty
      Sports Retailers, Specialty Chain Stores, Specialty Footwear Stores, and
      Off Price Retailers, to be approved by Licensor(Channels of
      Distribution), excluding high-end specialty retail and department stores,
      with any approvals or non-approvals not to be unnecessarily
    withheld.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                
|10. | **Earliest In-Store Date:**November 1,
      2009.                                                                                                                                                                                                                                                                                                             

|11. | Shipping DateFor Each Category of Articles
      (a) Through (i), Above:Not later than the earlierof December31, 2009 or four (4) months from the date of Sample
      Approvals (Shipping Date).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                    
|12. | Copyright and Trademark
Notices:                                                                                                                                                                   

Copyright:
    © 200_ Dussault Apparel Inc.All Rights ReservedTrademark:
    [Proprietary Subject Matter]®


|13. | Approvals:All Articles, any related packaging and
      advertising and any use of the Proprietary Subject Matter or other
      trademarks or any intangible property rights of Licensor and all Channels
      of Distribution must be approved by Licensor in writing before
      distribution or sale by Licensee. Such approvals or disapprovals are
      within Licensors sole discretion, any submission not approved in writing
      is deemed disapproved. Notwithstanding the foregoing, if the Licensor does
      not object in writing within ten (10) business days of notification
      seeking approval, such approval shall be deemed to have been
    provided.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. | Insurance Amount: | $1,000,000.00.     
|--- | ----------------- | -------------------
|    |                   |                    
|15. | Samples:          | 12 of each Article.

|16. | Special Provisions:
|--- | -------------------
|    |                    
|    | (i)                
|    |                    
|    | (ii)               
|    |                    
|    |                    



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| |  | (b)   | assist Licensee in establishing relationships with existing
        and potential third party buyers of Articles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (c)   | develop, in conjunction with Licensee, merchandise tie-ins
        to current and future Articles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (d)   | promote the Articles supplied to or to be supplied to
        retail stores and, whenever reasonablypossible and within their
        power, cause Jason Dussault to promote the Articles in public appearances,
        as well as in print, radio and television programs or interviews of or
        with Jason Dussault and or other representatives of Dussault Apparel Inc;                                                                                                                                                                                                                                                                                                                                                                        
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (e)   | the Licensor shall utilize it's reasonable best efforts
        to promote, extend and maximize sales of the licensed products and the
        reputation of the product throughout the Territory. The Licensor will
        recommend products to Authorized Sales Agents based upon their customers
        needs and interests. The Licensor shall utilize reasonable best efforts
        to Contact Authorized Sales Agents and their prospective customers to
        explain products and solicit orders. The Licensor shall consult with Authorized
        Sales Agents after sales or contract signings to solve problems and provide
        ongoing support. Monitor market conditions, product innovations and competitors
        pricing;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (f)   | the Licensor agrees to provide initial design concepts,
        and to supervise design of the lines at least 2x per year (Spring, Fall),
        according to a line plan and calendar requested by Licensee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (g)   | the Licensor and the licensee shall create each season
        a program of design themes and concepts with respect to the design of
        the licensed products. The Licensor and the licensee shall confer on Design
        concepts and will make such modifications as are required to meet the
        Licensor's final approval which may be granted or withheld in Licensor's
        sole discretion; and                                                                                                                                                                                                                                                                                                                                     
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (h)   | promote the Articles through paid advertising, promotion,
        trade show and other means as the parties hereto may mutually agree upon
        from time-to- time, the cost of which shall be paid by Licensee and deducted
        from gross receipts for purposes of determining Gross Income.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (iii) | Subject to the terms of this Agreement and any required approvals, Licensee
      shall use commercially reasonable efforts to promote, sell and distribute
      the Articles and Licensee shall be responsible for all aspects of the design,
      development, manufacturing, advertising, marketing, sale and distribution
      of the Articles, including, but not limited to the following:                                                                                                                                                                                                                                                                                                                                                      
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (a)   | product design and development;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |  | (b) | order processing;                
| |  | --- | ---------------------------------
| |  |     |                                  
| |  | (c) | transaction processing;          
| |  |     |                                  
| |  | (d) | order fulfillment;               
| |  |     |                                  
| |  | (e) | shipping and distribution;       
| |  |     |                                  
| |  | (f) | sales reporting;                 
| |  |     |                                  
| |  | (g) | cash management and
disbursement.

|17. | Additional Terms:The attached Exhibit A
      (Additional Terms and Conditions) is incorporated herein by this
      reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

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|ACCEPTED AND AGREED TO:            |                                   
|---------------------------------- | ----------------------------------
|                                   |                                   
|Dussault Apparel Inc               | Concept OneAccessories,
      Inc.
|A Nevada Corporation               | A New York Corporation            
|By: ______________________________ | By: ____________________________  
|Jason
      Dussault, President    |                                   
|                                   | Print Name: ______________________
|Date: ____________________________ | Title: ___________________________
|                                   | Date: ___________________________ 

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EXHIBIT A
  MERCHANDISING LICENSE AGREEMENT ADDITIONAL TERMS AND
CONDITIONS

These Additional Terms and
Conditions shall be deemed fully incorporated in the Merchandising License
Agreement (Underlying Agreement) to which this Exhibit A is attached, and
these Additional Terms and Conditions and the Underlying Agreement shall
hereinafter be collectively referred to as the Agreement. All terms shall,
unless expressly provided to the contrary herein, have the same respective
meanings as set forth in the Underlying Agreement. Unless expressly provided to
the contrary herein, to the extent that any provision of these Additional Terms
and Conditions conflicts with any provision of the Underlying Agreement, the
Additional Terms and Conditions shall control.

18. Further Conditions on Grant of Rights.

Licensor hereby grants to
Licensee, and Licensee hereby accepts, the right and license to utilize during
the Term the Proprietary Subject Matter, including any associated Trademark,
solely on or in connection with the manufacture and sale of Articles in the
Territory, subject to the terms and conditions hereunder. Licensee shall be
entitled to sell Articles solely in the Channels of Distribution set forth in
Paragraph 9 of the Underlying Agreement; provided further that in the event
Licensor shall own or operate or license an official website, Licensees
channels of distribution on the Internet shall consist of said official website,
except as Licensor shall give its written consent. No such sales shall be on an
approval, consignment, guaranteed sale or return basis. Licensee agrees that it
will not make or authorize any use, direct or indirect, of the Articles outside
the Territory and that it will not intentionally sell Articles to persons who
intend or are likely to resell them outside the Territory.

19. Consideration.

19.1 INTENTIONALLY OMITTED

19.2 Licensee shall pay to the
Licensor their respective Royalty Rate as specified in Paragraph 8. Royalties
shall be paid on all Net Sales of Licensee arising out of or in connection with
the commercial exploitation of this license or the Articles. As used herein the
term "Net Sales" shall mean the invoice price charged by LICENSEE for Licensed
Products sold and shipped by LICENSEE (exclusive of any "value added tax") less
(a) refunds, credits, and allowances actually made or allowed to customers for
returned Licensed Products; and (b) trade discounts exclusive of anticipations
afforded to and actually taken by customers in payment of Licensed Products and
(c) customary trade

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allowances, including, but not limited
to, warehouse allowances, damage allowances, new store allowances, advertising
and co-op allowances, mark-down allowances and gross margin payments or credits,
actually allowed and taken by customers. . Articles shall be considered sold
when invoiced.

19.3 All royalties due Licensor
as set forth in this Agreement shall be collectively referred to as Royalties.
Royalties, gross sales and gross revenues for purposes of determining Royalties
hereunder shall accrue when the Articles are billed and paid for and when any
other revenues are actually received and are payable in accordance with
Paragraph 20 below.

19.4 If withholding taxes based
on Licensors direct net income taxes are required, Licensee may deduct the
required amount from Royalties prior to remitting same to Licensor, provided
Licensee provides Licensor with a copy of such withholding tax payment prior to
such deduction and provides Licensor with the appropriate tax credit forms
within sixty (60) days of payment and shall reimburse Licensor for the amounts
deducted from Royalties for withholding taxes in the immediately following
Royalty Report in the event that it is reasonably determined by Licensors
certified public accountant that the tax credit for such withholding taxeswill be allowed to Licensee only under applicable law and may not be passed
through to Licensor.

20. Accounting;
Auditing.

On such form as Licensor may from
time to time provide to Licensee, Licensee shall (i) render royalty reports
(Royalty Reports) to Licensor on a quarterly basis within thirty (30) days
after the close of each calendar quarter during the Term hereof, whether or not
any payment is shown to be due to Licensor along with such Royalty Reports. If
the Territory covers more than one country, Royalty Reports shall be prepared on
a country-by-country basis. Royalties may be computed in the currency of the
country where earned and paid to the Licensor in U.S. Dollars at the exchange
rate received by Licensee at the time of conversion. Licensee shall be solely
responsible for all costs of any currency conversion to U.S. Dollars, and such
costs shall not reduce the amounts due to Licensor hereunder. Acceptance of
Royalties by Licensor shall not preclude Licensor from questioning the
correctness of same at any time. All Royalties shall be made without set-off of
any amount whatsoever, whether based upon any claimed debt or liability of
Licensor to Licensee.

20.1 Licensee shall keep and
maintain accurate books of account and records covering all transactions
relating to this Agreement. Licensor or its designee shall be entitled to (i)
audit and inspect such books and records no more than once annually, at any time
or times during or after the Term of the Agreement during reasonable
business

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hours and upon five (5) days prior written notice to Licensee,
and (ii) make copies of summaries of such books and records. All such books of
account and records shall be retained by Licensee for a minimum of three (3)
years after expiration or termination of this Agreement. If Licensors duly
authorized representative discovers a deficiency in the Royalties paid to
Licensor for any period under audit (an Audit Deficiency), Licensee shall
promptly pay such audit Deficiency to Licensor and, if such Audit Deficiency is
five percent (5%) or more of the Royalties paid to Licensor for such audit
period, Licensee shall also reimburse Licensor for all reasonable costs and
expenses incurred by Licensor in connection with such audit. In calculating
costs for an internal auditor to perform such audit, Licensor shall bill its
personnel costs incurred in performing such audit on an hourly basis at the
hourly salaried rate of the personnel performing such services multiplied by a
factor of 1.25, to take into account employment taxes, etc., not to exceed a
combined cost of US$35.00 per hour. If such Audit Deficiency is twenty percent
(20%) or more of the Royalties paid to Licensor for such audit period, then in
addition to the above, Licensor may, at its sole option, immediately terminate
the Agreement upon notice to Licensee, even if Licensee tenders the Audit
Deficiency and associated costs and expenses to Licensor.

20.2 Without prejudice to
any other rights of Licensor hereunder, time is of the essence regarding all
payments due hereunder and Licensee shall pay interest on any Audit Deficiency,
as well as on all delinquent Royalty payments hereunder, at one percent (1%)
plus the "prime rate" established by the Bank of America in San Francisco,
compounded annually at the rate form time to time in effect and calculated from
the date on which such payment was due.

|
|

22. Copyright, Trademarks, etc.

9

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22.2 Ownership of all
intellectual property rights, whether recognized currently or in the future,
including, without limitation, copyright, patent and trademark rights, in the
Articles and in all artwork, packaging, copy, literary text, advertising
material and promotional material of any sort utilizing the Proprietary Subject
Matter, including all such material developed by Licensee, shall vest in
Licensor and title thereof shall be it the name of Licensor, or its respective
designees. All such items and all Articles shall bear the copyright and
trademark notices specified in Paragraph 12 and any other legal notices which
Licensor may form time to time prescribe which shall be incorporated in the next
production run unless otherwise required by law.With the exception of
(i) the Proprietary Subject Matter, any other intellectual property of Licensor
(all of which shall be owned by Licensor and (ii) the trademarks Concept 1,
Concept One and Concept One Accessories, and any trade use currently and/or
normally associated with, used or owned by Licensee, all of which shall be owned
by Licensee, Licensee and Licensor will jointly own all styles,designs,
logos and other materials or intellectual property developed by Licensee in
connection with the Articles and manufacturing, sale and distribution of the
Articles. Licensee shall enter into written agreements with all of its
independent contractors (i) providing that all artwork and designs created by
them in the course of Licensee's performance under this Agreement shall be the
joint property of Licensor and Licensee either as works for hire under United
States copyright law or otherwise, and (ii) obligating them to assign all rights
in such artwork and designs jointly to Licensor and Licensee. Licensee shall not
permit any of its employees or independent contractors to obtain or reserve, by
written or oral agreement or otherwise, any rights as "authors" or "inventors"
of any such artwork or designs (as such terms are used in present or future
United States copyright and/or patent statutes or judicial decisions). Licensee
shall furnish to Licensor at Licensor's request, full information concerning the
invention and creation of such artwork and designs, together with the originals
of assignments of all rights therein obtained from all such third parties to
Licensor and Licensee. After termination of this Agreement, neither party shall
use any jointly owned styles, designs, logos and other materials or intellectual
property without the written consent of the other party.

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22.3 Licensee shall assist Licensor, at Licensor's request and expense, in the procurement and maintenance of Licensor's rights in the Proprietary Subject Matter (including all intellectual property rights, whether
recognized currently or in the future). In connection therewith, Licensee shall, without limitation, execute and deliver to Licensor in such form as it may reasonably request, all instruments and sufficient samplesnecessary to (i) effectuate
copyright and trademark protection, (ii) record Licensee as a registered user of any trademark pursuant to this Agreement, or (iii) cancel any such registration that conflicts with Licensors rights in the proprietary subject matter. Such
registration shall be handled by attorneys selected or approved by Licensor.

22.4 Licensor and Licensee shall cooperate to ensure that third parties may not unlawfully infringe or engage in any acts of unfair competition involving the Proprietary Subject Matter. Licensee shall promptly notify
the Licensor of any such infringements or acts of unfair competition by third parties that comes to its attention.  Licensor shall have the exclusive right, exercisable at its discretion, to institute in its own name and/or Licensee's name and to
control, all actions against third parties relating to Licensor's copyrights, trademarks, and other proprietary right in and to the Proprietary Subject Matter, at Licensor's expense. With respect to any such actions, Licensor shall employ counsel of
its own choice to direct the handling of the litigation and any settlement thereof. Licensor shall be entitled to receive and retain all amounts awarded, if any, as damages, profits or otherwise in connection with such suits. Licensee shall not,
without Licensors prior written consent, institute any suit or take any action on account of such infringements, acts or unfair competition or unauthorized uses. Licensor shall incur no liability to Licensee by reason of Licensor's refusal to
permit Licensee to prosecute any alleged infringement by third parties, nor by reason of any settlement which Licensor may agree. In the event Licensor institutes any such action in the name of Licensee, Licensor shall indemnify Licensee for any and
all costs, demands, damages associated with the action, including reasonable attorneys fees and may use any recovery from a defendant in such action to pay same.

22.5 Licensee shall not use Licensors name, or the Proprietary Subject Matter, other than as permitted hereunder and, in particular, shall not incorporate Licensors name, or the Proprietary Subject Matter,
in the Licensees corporate or business name in any manner whatsoever.  Licensee agrees that in using the Proprietary Subject Matter it will in no way represent that it has any rights, title and/or interest in or to the Proprietary Subject
Matter other than those expressly granted under the terms of this Agreement. Licensee further agrees that it will not use, either during or after the Term, of any configuration, trademark, trade name, or other designation confusingly or
substantially similar to the Proprietary Subject Matter.

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|23.  Indemnification.
|---------------------

23.1 During and after the
Term hereof, Licensor shall indemnify and hold harmless, Licensee and its
parents, subsidiaries, affiliates, officers, directors, representatives,
employees and agents, and all persons whose names and/or likeness are licensed
hereunder (each, an Indemnitee and collectively Indemnitees) from and
against any and all claims, liabilities, demands, causes of action, judgments,
settlements and expenses (including, but not limited to, reasonable attorneys
fees and court costs) (Claim) arising out of or in connection with (i) any
breach of any representation, warranty, or covenant made by Licensor hereunder,
or (ii) the failure of Licensor to perform any of its covenants or obligations
contained in this Agreement. If any Claim is initiated against any Indemnitee
with respect to which such Indemnitee may make a claim against Licensor pursuant
to this Paragraph 23.1, then the Indemnitee shall give prompt written notice of
such Claim to the Licensor. Licensor, at Licensors own expense, shall have the
option to assume the defense of such Claim. If Licensor assumes the defense of
such Claim, (i) Licensor shall keep the Indemnitee informed of all material
developments and events relating to such Claim, (ii) the Indemnitee shall have
the right to participate, at its own expense, in the defense of such Claim but
such participation shall not be deemed to give the Indemnitee the right to
control such defense, (iii) the Indemnitee shall cooperate as reasonably
requested by Licensor in the defense of such Claim, and (iv) Licensor shall not
settle such Claim without the prior written consent of the Indemnitee, which
consent shall not be unreasonably withheld. If Licensor fails to assume the
defense of such Claim, or fails to diligently defend such Claim, Indemnitee may
assume the defense of such Claim and Licensor shall reimburse Indemnitee for all
reasonable expenses (including reasonable attorneys fees which may include,
without limitation, an allocation for in-house counsel) as such expenses are
incurred, relating to the defense of such Claim. In no event shall Licensee be
liable for any consequential damages arising out of same. The foregoing
indemnity shall not be construed to cover any claim with respect to which
Licensee has committed to indemnify Licensor under Paragraph 23.2 below.

23.2 During and after the
Term hereof, Licensee shall indemnify and hold harmless, Licensor, and
Licensors Representative, , Jason Dussault and Jason Dussaults Partner's
Representative, and their respective parents, subsidiaries, affiliates,
officers, directors, representatives, employees and agents, and all persons
whose names and/or likeness are licensed hereunder (each, an Indemnitee and
collectively Indemnitees) from and against any and all claims, liabilities,
demands, causes of action, judgments, settlements and expenses (including, but
not limited to, reasonable attorneys fees and court costs) (Claim) arising
out of or in connection with (i) the design, manufacture, packaging,
distribution, shipment, advertising, promotion, sale or exploitation of the
Articles (including, but not limited to the use of any intellectual property
other than the Proprietary Subject Matter), (ii) any breach of any
representation, warranty, or covenant made by Licensee hereunder, or (iii) the
failure of Licensee to perform any of its covenants or obligations contained in
this Agreement provided, however, that in the event Licensor manufactures
Articles for sale by Licensee, Licensees indemnification obligations under this
paragraph shall not include any claim arising out of or in connection with the
design, manufacture, packing, distribution, shipment, advertising, promotion,
sale or exploitation of the Articles which is not attributable to Licensees
negligence or willful act or omission. In no event shall Licensee be liable for
any consequential damages arising out of same. Without limiting the generality
of the foregoing, Licensees indemnity shall specifically apply to claims
relating to or based upon defects in the Articles, whether hidden or obvious,
and despite Licensors approval of the Articles, it being agreed that any
governmental order of recall or injunction against distribution and/or sale
shall, as between Licensee and Licensor, be deemed conclusively proof of such
defect for the proposes of invoking Licensees indemnity hereunder. The
foregoing indemnity shall not be construed to cover any claim with respect to
which the Licensor has committed to indemnify Licensee under Paragraph 23.1
above. If any Claim is initiated against any Indemnitee with respect to which
such Indemnitee may make a claim against Licensee pursuant to this Paragraph
23.2, then the Indemnitee shall give prompt written notice of such Claim to the
Licensee. Licensee, at Licensees own expense, shall have the option to assume
the defense of such Claim. If Licensee assumes the defense of such Claim, (i)
Licensee shall keep the Indemnitee informed of all material developments and
events relating to such Claim, (ii) the Indemnitee shall have the right to
participate, at its own expense, in the defense of such Claim but such
participation shall not be deemed to give the Indemnitee the right to control
such defense), (iii) the Indemnitee shall cooperate as reasonably requested by
Licensee in the defense of such Claim, and (iv) Licensee shall not settle such
Claim without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld. If Licensee fails to assume the defense of such
Claim, or fails to diligently defend such Claim, Indemnitee may assume the
defense of such Claim and Licensee shall reimburse Indemnitee for all reasonable
expenses (including reasonable attorneys fees) as such expenses are incurred,
relating to the defense of such Claim.

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24. Insurance.

Licensee shall at all times while
this Agreement is in effect and for two (2) years thereafter, obtain and
maintain at its own expense, from a qualified insurance carrier with a Best
rating of at least B, insurance, including, without limitation, products
liability, personal injury, and advertising, which includes as additional
insureds Licensor, Jason Dussault and its Representative and their respective
parents, subsidiaries, affiliates, officers, directors, employees,
representatives and agents, Jason Dussault and its Representative and their
respective parents, subsidiaries, affiliates, officers, directors, employees,
representatives and agents. The amount of coverage shall not be less than the
amount specified in Paragraph 14 combined single limit (net of any deductible
amount) for each single occurrence. The policy shall provide for thirty (30)
days written notice to Licensor and its Representative from the insurer by
registered or certified mail, return receipt requested, in the event of any
modification, cancellation or termination. Upon execution of this Agreement, Licensee shall
furnish Licensor and with a certificate of insurance issued by the carrier
evidencing the same. In no event shall Licensee manufacture, advertise,
distribute or sell any Articles prior to Licensors receipt of such certificate
of insurance.

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|25.  Artwork; Approvals; Samples; Quality
      Control.
|--------------------------------------------------------

25.1 Licensee undertakes that the Articles
as well as all packaging, hang tags, labels, press releases, advertising,
promotion, display or other materials of any and all types prepared by Licensee
in connection with the Articles (collectively the Collateral Materials) shall
be subject to Licensors prior approval and shall be of the highest standard and
quality. Notwithstanding the foregoing, any Collateral Material which is not
approved in writing by bothLicensor shall be deemed disapproved.
Licensee shall also ensure and be solely responsible that all Articles and the
manufacture, distribution, sale, promotion and advertisement thereof comply with
all federal, state and local laws and regulations.

25.2 Licensor shall supply
Licensee with its standard package of photographs, transparencies, designs,
materials, and artwork, as applicable, embodying the Proprietary Subject Matter
(Artwork) for Licensees use in the Articles or in the Collateral Materials.
If Licensee has supplemental requests for Artwork which results in an additional
expense to Licensor, Licensee shall pay Licensor for its out-of-pocket costs in
duplication and providing such Artwork to Licensee.

25.3 Licensee shall furnish to
Licensor, without charge, a minimum number of samples of each finished Article
from the first production run, together with its Collateral Materials, as is
specified in this Agreement. Licensee shall not sell, ship, or distribute any
Articles until all such samples have been furnished to Licensor. No Royalties
shall be due or payable on all finished samples furnished to Licensor or on any
Articles sold to Licensor under Paragraph 16 above.

25.5 Licensee shall allow
Licensor or its representative to enter Licensees premises and all
manufacturing facilities during regular business hours, upon three (3) business
days notice, for the purpose of inspecting the Articles, the Collateral
Materials, and the facilities in which they are manufactured and packaged. In
the event that the quality standards hereinabove referred to are not met,
Licensee shall, upon written notice from Licensor, discontinue the manufacture
and distribution of such Articles and/or the Collateral Materials related
thereto, unless Licensee shall have remedied such failure of quality to
Licensors satisfaction within twenty (20) business days after Licensees
receipt of notice thereof; failure to effect such remedial measures shall
entitle Licensor to terminate this Agreement upon notice to Licensee and in such
event , subject to Licensees right to terminate this Agreement in Paragraph 13
above,Licensee shall
pay to Licensor the amount of the Guarantee, less any Royalties previously paid
to Licensor under this Agreement.



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|26. Reserved Rights.
|--------------------

26.1 Licensor and Jason Dussault reserve all
rights not expressly granted to Licensee hereunder, including but not limited to
the right to use and/or license other trademarks owned by Licensor or Jason
Dussault to any third party for apparel items or otherwise and to use and/or
license the Proprietary Subject Matter to third parties for any goods or
services not included within the definition of Articles.

26.2 Licensor shall not be
prevented form granting third parties the right to use the Proprietary Subject
Matter in any manner whatsoever, except as otherwise provided herein.

26.3 It is specifically
acknowledged by Licensee that all personal, publicity and other rights of
Licensor not granted in Paragraph 3, shall not be included in the definition of
Proprietary Subject Matter and the use thereof is not licensed herein.

|27. Manufacture and
  Distribution.
|-----------------------------------

27.1 The Proprietary Subject Matter
may only be used in connection with the manufacture, actual packaging and
advertising, promotion and distribution of the Articles.

27.2 Licensee shall be entitled
to sublicense the right to manufacture Articles to any third party (Supplier),
within or without the Territory in whole or in part, with Licensors prior
written consent. Licensee represents and warrants that it shall familiarize each
such Supplier with the terms and conditions of this Agreement as they apply to
such Supplier. In addition, Licensee acknowledges and agrees that Licensees use
of any such Supplier shall in no way derogate from or relieve Licensee of any of
its obligations under this Agreement. Licensee further acknowledges and agrees
that it shall be responsible and primarily liable for all activities and
obligations of all such Suppliers taken pursuant to Licensees direction with
respect to the Articles. Furthermore, if Licensor so requests, Licensee shall
cause each such Supplier to sign an agreement with Licensee for the manufacture
of the Articles, in whole or in part, in a form satisfactory to Licensor and
which shall preclude each such Supplier from making any claim against or
bringing any suit or proceeding against for any reason whatsoever.

27.3 The Proprietary Subject
Matter shall not be used in conjunction with any other musical artist or group,
name, character, symbol, design, likeness or literary or artistic material,
except that actual representations of an Article and its packaging may be shown
in advertising showing other Articles sold by Licensee, provided such use is not
made in a manner that may be likely to cause doubt or confusion in the minds of
the public as to the ownership of the Proprietary Subject Matter,
and in no event may the Articles be packaged for sale with other articles.

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27.4 Upon request by Licensor and
upon ten (10) business days prior written notice to Licensee, Licensee agrees to
provide Licensor with any and all lists compiled by Licensee in connection with
Licensees marketing of the Articles hereunder of names and addresses of
customers or potential customers thereof, including but not limited to any
so-called registration cards as completed and sent to Licensee by purchasers of
the Articles hereunder.

|28.  Representations and
    Warranties.
|----------------------------------------

28.1 Licensor represents and warrants to
Licensee as follows: (i) Licensor owns or controls all rights in and to the
Proprietary Subject Matter; and (ii) Licensor has the full right, authority and
power to enter into this Agreement and to perform all its obligations hereunder.
Licensor makes no representation or warranty as to the amount of receipts
Licensee will derive.

28.2 Licensee represents and
warrants to Licensor as follows: (i) Licensee has full power and authority to
enter into this Agreement and perform its obligations herein; and (ii)
Licensees execution, deliver, and performance of this Agreement will not
infringe upon the rights of any third party or violate the provisions of any
agreement to which Licensee is a party; and (iii) Licensee will perform its
obligations and exercise its rights under this Agreement in compliance with all
applicable laws. Except as provided in this Agreement Licensee makes no
representation or warranty as to the amount of income Licensor will derive from
this Agreement or the articles.

|29. Termination/Security
  Interest.
|------------------------------------

29.1 In addition to any and all other
remedies available to it hereunder, Licensor shall have the right to immediately
terminate this Agreement upon written notice to Licensee upon the occurrence of
any of the following:

29.1.1 Licensee makes, sells, offers for sale, uses or distributes any Article
without having the prior written approval of Licensor as specified in this
Agreement or continues to make, sell, offer for sale, use or distribute any
Article after receipt of notice from Licensor withdrawing approval for same.

29.1.2 Licensee becomes subject to any voluntary or involuntary order of any
government agency involving the recall of any of the Articles because of safety,
health or other hazards or risks to the public.

29.2 In addition to any and all
other remedies available to it hereunder, on seven (7) days prior written notice
to Licensee, Licensor may terminate this Agreement (in which case such
termination shall be effective immediately upon expiration of the seven (7) day notice period), upon the occurrence of any of the
following circumstances, provided that during such seven (7) day period,
Licensee fails to cure the breach to Licensors satisfaction:

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29.2.1
Licensee fails to immediately discontinue the advertising, distribution or sale
of Articles which do not contain the appropriate legal legend or notice.

29.2.2
Licensor breaches any of the provisions of this Agreement relating to the
unauthorized assertion of rights in the Proprietary Subject Matter.

29.2.3
Licensee fails to make timely payment of Royalties when due or fails to make
timely submission of Royalty Reports when due.

29.2.4
Licensee intentionally sells or authorizes the sales of Articles outside the
Territory, or knowingly sells the Articles to persons who intend or are likely
to resell them outside the Territory.

29.3 In addition to any and all
other remedies available to it hereunder, on thirty (30) days prior written
notice to Licensee, Licensor may terminate this Agreement (in which case such
termination shall be effective immediately upon expiration of the thirty (30)
day notice period), upon the occurrence of any of the following circumstances,
provided that during such thirty (30) day period, Licensee fails to cure the
breach to Licensors satisfaction:

29.3.1
Licensee fails to obtain or maintain insurance as required under Paragraphs 14
and 24 hereof.

29.3.2
A petition in bankruptcy is filed by or against Licensee; Licensee is
adjudicated bankrupt or insolvent, or makes an assignment for the benefit of
creditors or an arrangement pursuant to any bankruptcy law; Licensee
discontinues its business; or a receiver is appointed for Licensee or Licensees
business and such receiver is not discharged within thirty (30) days.

29.3.3
Licensee violates any of its other obligations or breaches any of its covenants,
agreements, representations or warranties hereunder.

29.4 In addition to any and all
other remedies available to it hereunder, on thirty (30) days prior written
notice to Licensor, Licensee may terminate this Agreement (in which case such
termination shall be effective immediately upon expiration of the thirty (30)
day notice period), in the event Licensor breaches any provision of this
Agreement and Licensor fails to cure the breach during such thirty (30) day
period.

29.5 In addition to any and all
other remedies available to it hereunder, on thirty (30) days prior written
notice to Licensee, Licensor may terminate this Agreement withrespect to any category of Articles that Licensee has not
shipped in commercial quantities to purchasers within the twelve (12) month
period immediately preceeding the date of such notice; provided, however, that
in the event of such termination, Licensee may sell-off any Articles within such
category during the period set forth in Section 30.2.

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29.6 In addition to any and all
other remedies available to it hereunder, on one hundred eighty (180) days
prior written notice to Licensee, Licensor may terminate this Agreement without
cause (in which case such termination shall be effective immediately upon
expiration of the one hundred eighty (180) day notice period) at any time within
the first twelve (12) months of the Initial Term; provided, however, that in the
event of such termination, the sell-off period pursuant to Section 30.2 shall be
increased from ninety (90) days to one hundred eighty (180) days.

|30. Effect of
Termination.
|--------------------------

30.1 Except as otherwise provided in this
Agreement, on expiration or termination of this Agreement, all Royalties
(including unpaid portions of the Guarantee, if any) shall be immediately due
and payable except that Royalties attributable to any then outstanding account
receivable shall be payable within thirty days of receipt of same by Licensee
and if no payment of same is received within one hundred days of termination
Licensor may elect to have assigned to it such portions of the accounts
receivable in question that equal the amount of Royalties due to Licensor from
same. Except as otherwise provided in this Agreement, termination of this
Agreement, or any portion thereof, by Licensor pursuant to Paragraph 29 shall in
no way reduce, proportionally or otherwise, the amount required to be paid to
Licensor hereunder. Ninety (90) days before the expiration of the Term, and in
the event of its sooner termination, ten (10) business days after receipt of
notice of termination, a statement showing the number and description of
Articles on hand or in process shall be furnished by Licensee to Licensor.
Licensor shall have the right to take a physical inventory to ascertain or
verify such inventory and statement. Refusal by Licensee to submit to such
physical inventory by Licensor and/or failure by Licensee to render the final
statement as and when required by this prevision, shall result in a forfeiture
by Licensee of Licensees right to dispose of its inventory (as provided by
Paragraph 30.2 hereof), Licensor retaining all other legal and equitable rights
Licensor may have in the circumstances.

30.2 On expiration of this
Agreement or on termination pursuant to Paragraph 29.5 or 29.6only,
Licensee shall have a period of ninety (90) days or one hundred eighty days,
as applicable,commencing with the expiration date, in which to sell-off (on
a non-exclusive basis) Articles which are on hand or terminationin
process as of the expiration/terminationdate; provided, however, (i)
Licensee complies with all the terms and conditions of this Agreement, including, but not limited
to, Licensees obligation to pay Royalties on and to account to Licensor for
such sales (such accounting to be provided to Licensor within fifteen (15) days
after the expiration of the sell-off period); (ii) Licensee has not manufactured
Articles solely or principally for sale during the sell-off period; and (iii)
subject to outstanding purchase orders on the date the Term expires or this
Agreement is terminated, whichever is earlier, Licensee has given Licensor the
opportunity to purchase such Articles at Licensees cost of manufacture thereof,
which purchase may be of some or all such units, in Licensors sole discretion. Licensee shall not dispose of the excess inventory for prices which are less
than ninety percent (90%) of the lowest price at which such Articles were sold
during the twelve (12) months immediately preceding the date of termination or
expiration. Licensee shall not be authorized to dispose of the excess
inventory in the sell-off period to the extent that it exceeds ten percent (10%)
of the total number of Articles sold during the Term, without Licensors prior
written consent. During the sell-off period, Licensor may use or license the use
of the Proprietary Subject Matter in any manner, at any time, anywhere in the
world.

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30.3 On expiration or termination
of this Agreement, except as noted in Paragraph 30.2 above, Licensee shall have
no further right to exercise the rights licensed hereunder or otherwise acquired
in relation to this Agreement and such rights shall forthwith revert to
Licensor. All Artwork and other materials supplied to Licensee by Licensor
hereunder shall be immediately returned to Licensor at Licensees expense.
Except as noted in Paragraph 30.2 above, all remaining Articles and component
parts thereof shall be destroyed Licensee shall, within five (5) business days
after such destruction, deliver to Licensor a certificate of destruction
evidencing same. Licensee agrees that (i) its failure to cease the manufacture,
sale and/or distribution of Articles upon the expiration or termination of this
Agreement will result in immediate and irreparable damage to Licensor, (ii)
there is no adequate remedy at law for such failure and (iii) in the event of
such failure, Licensor shall be entitled to injunctive relief.

30.4 Upon expiration or
termination of this Agreement, (i) if the Underlying Agreement specifies that
the license granted hereunder is an exclusive license, Licensor shall be free to
license others to use the Proprietary Subject Matter in connection with the
manufacture, sale, distribution and promotion of the Articles in the Territory
(it being acknowledged that Licensor has the full and complete right to do so
during the Term if the license granted is a non-exclusive License), and (ii)
Licensee shall refrain from further use of the Proprietary Subject Matter in
connection with the manufacture, sale, distribution or promotion of Licensees
products except as permitted in Paragraph 30.2 above. It shall not be a
violation of any right of Licensee if Licensor should at any time during the
Term enter into negotiations with another to license use of the Proprietary
Subject Matter in respect to the Articles within the Territory provided that, in
the event that the license granted to Licensee hereunder is an exclusive
license, it is contemplated that such prospective license shall commence after
termination of the Agreement.

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|31. Notices.
|------------

All notices, demands, contracts
or waivers hereunder shall be given in writing by mail, messenger, overnight air
courier, e-mail, or telefax addressed as indicated in the Underlying Agreement
or as otherwise indicated in writing by a party hereto. The date of messengering
or telefaxing shall be deemed to be the date of service. Three (3) business days
from the date of mailing shall be deemed to be the date of service for mailed
notices. One (1) business day from the date of overnight air courier handling
shall be deemed to be the date of service for courier handled notices.

32. No Modification; Waiver.

The terms of this Agreement shall
not be modified except by an agreement in writing signed by both parties hereto.
No waiver by either party of a breach or default hereunder shall be deemed a
waiver of such party of a subsequent breach or default of alike or similar
nature.

33. Entire Agreement.

This Agreement shall constitute
the entire understanding of the parties with respect to the subject matter,
superceding all prior and contemporaneous promises, agreements and
understandings, whether written or oral pertaining thereto.

34. Relationship of the Parties.

This Agreement does not appoint
either party as the agent of the other party, or create a partnership of joint
venture between the parties.

35. Governing Law.

This Agreement shall be construed
and interpreted pursuant to the laws of the State of Nevada and the parties
hereto submit and consent to the jurisdiction of the courts of the State of
Nevada, including the Federal Courts located therein, should Federal
jurisdiction requirements exist, in any action brought to enforce (or otherwise
relating to) this Agreement. Licensee hereby consents to the exclusive
jurisdiction of any State or Federal court empowered to enforce this Agreement
in the State of Nevada, Clark County, and waives any objection thereto on
the basis of personal jurisdiction or venue. Notwithstanding the foregoing,
nothing contained in this Agreement shall preclude Licensor from bringing an
action in any appropriate forum to enforce the terms and provisions of this
Agreement.

36. Severability.

If any provision of this
Agreement is held by a court of competent jurisdiction to be unenforceable, such
decision shall not affect the validity or enforceability of any of the remaining provisions, which remaining provisions shall
continue to have full force and effect.

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37. Confidentiality.

Other than as may be required by
any applicable law, government order or regulation, or by order or decree of any
court of competent jurisdiction, Licensee shall not publicly divulge or
announce, or in any manner disclose to any third party, any information or
matters revealed to Licensee pursuant hereto, or any of the specific terms and
conditions (including but not limited to Royalty Rates, Guarantees and Net Sales
of Articles) of this Agreement.

38. Counterparts.

This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same Agreement. Copies
of this Agreement, including facsimile copies may be used in lieu of the
originals for all purposes. If a party signs this Agreement and then transmits
an electronic facsimile of the signature page to any other party, that party who
receives the transmission may rely upon the electronic facsimile as a signed
original of this Agreement.

39. Further Assurances.

The parties hereto shall execute
such further documents and perform such further acts as may be necessary to
comply with the terms of this Agreement and consummate the transactions herein
provided.

40. Headings.

The headings contained in this
Agreement are for convenience and reference purposes only. They do not form a
part hereof and shall not affect the meaning or interpretation of this
Agreement.

41. Assignment.

Licensees rights and obligations
hereunder are personal to Licensee and shall not be assigned to any affiliate of
Licensee (including, without limitation, subsidiary and parent companies, and
partnerships, joint ventures and the like, in which Licensee has an interest) or
to any third party. Except as permitted by Paragraph 27.2 of this Agreement,
Licensees rights and obligations hereunder shall not be sublicensed, assigned,
mortgaged or otherwise transferred or encumbered by Licensee or by operation of
law unless otherwise previously agreed in writing by Licensor. Licensor may not
assign this Agreement to any person without the prior written consent of
Licensee.

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|42. Equitable Remedies.
|-----------------------

Licensee acknowledges that its
failure to perform any of the material terms and conditions of this Agreement
shall result in immediate and irreparable damage to Licensor. Licensee also
acknowledges that there may be no adequate remedy at law for such failures and
that in the event thereof, Licensor shall be entitled to equitable relief in the
nature of an injunction and to all other available relief, at law or in
equity.

End of Additional Terms and Conditions.

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