EXHIBIT 10.10

                                DEMAND GRID NOTE


                                                             New York, New York
$24,000,000.00                                               Date: July 29,2004
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         ON DEMAND, the undersigned ("Maker") promises to pay to the order of
HSBC Bank USA ("Bank") at the branch office of Bank located at 452 Fifth Avenue,
New York, New York 10018 or at any of its other banking offices in New York as
Bank may designate by written notice to Maker, the principal sum of TWENTY-FOUR
MILLION DOLLARS, or so much thereof as shall be advanced by Bank to Maker, in
Bank's sole discretion, and not repaid, together with interest on the unpaid
principal amount hereof from time to time outstanding from the date hereof until
the date on which this Note is paid in full, at the rate set forth below.

         Interest on the unpaid principal of this Note will be due and payable
when demand is made for payment of the principal of this Note and on the last
day of each month.

         Prior to the date that demand is made for payment of the principal
hereof, this Note shall bear interest at a rate (the "Contract Rate") equal to a
fluctuating rate of 0.75% per annum below the Reference Rate (as defined below),
such rate to change without notice from time to time with each change in the
Reference Rate.

After demand is made for payment of the principal of this Note, interest under
this Note shall be payable on demand and shall accrue at a fluctuating rate per
annum equal to 2% per annum above (i) if the Contract Rate is a fixed rate, the
Contract Rate, or (ii) if the Contract Rate is a fluctuating rate, the greater
from time to time of (x) the Contract Rate in effect on the date that the
principal became due and (y) the Contract Rate that would have been in effect
from time to time if the principal had not become due. Interest shall be
calculated on the basis of a 360-day year for actual days elapsed. In no event
shall the interest rate applicable at any time to this Note exceed the maximum
rate permitted by law. As used herein, "Reference Rate" means the rate
established by Bank from time to time at its principal domestic office as its
reference lending rate for domestic commercial loans. Bank may make loans to
customers above, at or below the Reference Rate.

         This Note evidences loans made by Bank to Maker in Bank's sole
discretion, from time to time. The unpaid principal balance of this Note at any
time shall be the total amount advanced by Bank to Maker in Bank's sole
discretion, less the total amount of principal payments made hereon by Maker.
The date and amount of each such loan and each payment on account of principal
thereof may be endorsed by Bank on the grid attached to and made a part of this
Note, and when so endorsed shall represent evidence thereof binding upon Maker
in the absence of manifest error. Any failure by Bank to so endorse shall in no
way mitigate or discharge the obligation of Maker to repay any loans actually
made. Maker may prepay this Note in whole at any time with all accrued interest
to the date of prepayment. So long as Maker is not in default under this Note,
Maker may prepay this Note in part at any time with accrued interest to the date
of prepayment on the principal amount prepaid.

         Requests for loans to Maker from Bank and directions as to the
disposition of the proceeds thereof may be given orally (including by telephone)
or in writing to Bank by the officers of Maker or other persons authorized to
borrow on Maker's behalf by borrowing resolutions of Maker's Board of Directors
heretofore delivered to Bank, as such resolutions may be amended or superseded
from time to time, provided that any such amending or superseding resolutions
shall have been certified by the Secretary or an Assistant Secretary


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of Maker, and a copy thereof, so certified, shall have been delivered to an
officer of Bank at its office for payment. Bank may conclusively rely on the
authorities contained in said resolutions. Any such loan so made shall be
conclusively presumed to have been made to or for the benefit of Maker and Maker
shall be liable in respect thereof when made in accordance with any such request
or direction, or when deposited to any account of Maker with Bank, even though
persons other than those authorized to borrow on behalf of Maker may have
authority to draw against such account. Bank may rely on any such request or
direction which it believes to be genuine, and Bank shall be fully protected in
so doing without any duty to make further inquiry as to such genuineness or in
otherwise acting in good faith in the premises. By making a request for a loan,
Maker shall be deemed to be representing to Bank that all of the representations
and warranties of Maker set forth in this Note are true and correct as of the
date of such request as if made on and as of such date and shall also be deemed
to be representing and warranting to Bank that on such date Maker is not in
breach of any of its covenants to Bank set forth in this Note or in any other
document or instruments of Maker to Bank and no event of default has occurred
and is continuing with respect to any Obligations (as defined below).

         This Note shall be payable in lawful money of the United States of
America in immediately available funds. Except as otherwise provided herein with
respect to prepayments, all payments on this Note shall be applied to the
payment of accrued interest before being applied to the payment of principal.
Any payment which is required to be made on a day which is not a banking
business day in the City of New York shall be payable on the next succeeding
banking business day and such additional time shall be included in the
computation of interest. In the event that any other Obligations are due at any
time that Bank receives a payment from Maker on account of this Note or any such
other Obligations, Bank may apply such payment to amounts due under this Note or
any such other Obligations in such manner as Bank, in its discretion, elects,
regardless of any instructions from Maker to the contrary.

         MAKER ACKNOWLEDGES THAT THIS NOTE IS AN OBLIGATION WHICH IS PAYABLE ON
DEMAND AND THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY OTHER
INSTRUMENT, AGREEMENT OR OTHER DOCUMENT TO WHICH MAKER AND/OR BANK IS A PARTY,
THE ENUMERATION IN ANY SUCH DOCUMENT OF SPECIFIC EVENTS OF DEFAULT, CONDITIONS
AND/OR COVENANTS RELATING TO THE LOAN EVIDENCED BY THIS NOTE OR TO ANY OTHER
OBLIGATION, SHALL NOT BE CONSTRUED TO QUALIFY, DEFINE OR OTHERWISE LIMIT IN ANY
WAY BANK'S RIGHT, POWER OR ABILITY, AT ANY TIME, TO MAKE DEMAND FOR PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON THIS NOTE, AND MAKER AGREES THAT THE OCCURRENCE
OF ANY EVENT OF DEFAULT OR BREACH OF ANY CONDITION OR COVENANT IN ANY SUCH
DOCUMENT IS NOT THE ONLY BASIS FOR DEMAND TO BE MADE ON THIS NOTE.

         To induce Bank, in its sole discretion, to make loans to Maker: (A)
Maker (if not a natural person) represents, warrants and covenants to Bank that
(i) Maker is duly incorporated and validly existing in good standing under the
laws of the jurisdiction of its formation, with full power and authority to
make, deliver and perform this Note; (ii) the execution, delivery and
performance by Maker of this Note have been duly authorized by all necessary
corporate or other action and do not and will not violate or conflict with its
charter or by-laws or other constituent documents; (iii) this Note has been
fully executed by an authorized officer of Maker; and (B) Maker represents,
warrants and covenants to Bank that (i) the execution, delivery, and performance
by Maker of this Note does not and will not violate or conflict with any law,
rule, regulation or order binding on Maker or any agreement or instrument to
which Maker is a party or which may be binding on Maker; (ii) this Note
constitutes a legal, valid, binding and enforceable obligation of Maker; (iii)
no authorization, consent, approval, license, exemption of or filing or
registration with, any court or government or governmental agency is or will be
necessary to the valid execution, delivery or performance by Maker of this Note;
(iv) the loans evidenced by this Note will be used solely for working capital
purposes; (v) there are no pending or threatened actions, suits or proceedings
against or affecting Maker by or before any court, commission, bureau or other
governmental agency or instrumentality, which, individually or in the aggregate,
if determined adversely to Maker, would have a material adverse effect on the
business, properties, operations, or condition, financial or otherwise, of
Maker; and (vi) the most recent financial statements of Maker heretofore
delivered to Bank are

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complete and correct and since the date thereof there has not occurred any
material adverse change in the financial condition or operations of Maker from
that shown on said financial statements.

         Bank shall have a continuing lien and/or right of setoff on, and is
hereby granted a security interest in, all deposits (general and special) and
credits with Bank or any Bank Affiliate of any Maker and indorser, and may apply
all or part of the same to any Obligations, at any time or times, without
notice. Bank shall have a continuing lien on, and is hereby granted a security
interest in, all property of every Maker and indorser and the proceeds thereof
held or received by or for Bank or any Bank Affiliate for any purpose, whether
or not for the express purpose of serving as collateral security for the
Obligations. As used in this Note, the term "Bank Affiliate" includes any
individual, partnership or corporation acting as nominee or agent for Bank, and
any corporation or bank which is directly or indirectly owned or controlled by,
or under common control with, Bank. Any notice of disposition of property shall
be deemed reasonable if mailed at least five days before such disposition to the
last address of Maker or indorser on Bank's records. If the Obligations
evidenced by this Note are secured by a security agreement and/or other security
documents which Maker has separately delivered to Bank (whether or not such
documents make specific reference to this Note), reference to such documents is
made for a description of the collateral provided thereby and of the rights of
Maker and Bank therein. The rights and remedies of Bank provided hereunder are
cumulative with the rights and remedies available to Bank under any other
instruments or agreements or under applicable law. As used in this Note, the
term "Obligations" means all amounts payable under this Note and any and all
other indebtedness, obligations and liabilities of Maker to Bank, and all claims
of Bank against Maker, now existing or hereafter arising, direct or indirect
(including participations or any interest of Bank in indebtedness of Maker to
others), acquired outright, conditionally, or as collateral security from
another, absolute or contingent, joint or several, secured or unsecured, matured
or unmatured, monetary or non-monetary, arising out of contract or tort,
liquidated or unliquidated, arising by operation of law or otherwise, and all
extensions, renewals, refundings, replacements and modifications of any of the
foregoing.

         In case any principal of or interest on this Note is not paid when due,
each Maker and indorser shall be jointly and severally liable for all costs of
enforcement and collection of this Note incurred by Bank or any other holder of
this Note, including but not limited to reasonable attorneys' fees,
disbursements and court costs. In addition, in the event of a default hereunder,
Maker shall pay all reasonable attorneys' fees and disbursements incurred by
Bank in obtaining advice as to its rights and remedies in connection with such
default.

         Maker and each indorser hereby separately waive presentment, notice of
dishonor, protest and notice of protest, and any or all other notices or demands
(other than demand for payment) in connection with the delivery, acceptance,
performance, default, endorsement or guarantee of this Note. The liability of
any Maker or indorser hereunder shall be unconditional and shall not be in any
manner affected by any indulgence whatsoever granted or consented to by the
holder hereof, including, but not limited to any extension of time, renewal,
waiver or other modification. Any failure of the holder to exercise any right
hereunder shall not be construed as a waiver of the right to exercise the same
or any other right at any time and from time to time thereafter. Bank or any
holder may accept late payments, or partial payments, even though marked
"payment in full" or containing words of similar import or other conditions,
without waiving any of its rights. No amendment, modification or waiver of any
provision of this Note nor consent to any departure by Maker therefrom shall be
effective, irrespective of any course of dealing, unless the same shall be in
writing and signed by Bank, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given. This
Note cannot be changed or terminated orally or by estoppel or waiver or by any
alleged oral modification regardless of any claimed partial performance
referable thereto.

         Any notice from Bank to Maker or any indorser shall be deemed given
when delivered to Maker or such indorser by hand or when deposited in the United
States mail and addressed to Maker or such indorser at the last address of Maker
or such indorser appearing on Bank's records.

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         This Note shall be governed by and construed in accordance with the
laws of the State of New York applicable to instruments made and to be performed
wholly within that state. If any provision of this Note is held to be illegal or
unenforceable for any reason whatsoever, such illegality or unenforceability
shall not affect the validity of any other provision hereof.

         MAKER AND EACH INDORSER AGREE THAT ANY ACTION, DISPUTE, PROCEEDING,
CLAIM OR CONTROVERSY BETWEEN MAKER OR SUCH INDORSER AND BANK, WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE ("DISPUTE" OR "DISPUTES") SHALL, AT BANK'S
ELECTION, WHICH ELECTION MAY BE MADE AT ANY TIME PRIOR TO THE COMMENCEMENT OF A
JUDICIAL PROCEEDING BY BANK, OR IN THE EVENT OF A JUDICIAL PROCEEDING INSTITUTED
BY MAKER OR SUCH INDORSER AT ANY TIME PRIOR TO THE LAST DAY TO ANSWER AND/OR
RESPOND TO A SUMMONS AND/OR COMPLAINT MADE BY MAKER OR SUCH INDORSER, BE
RESOLVED BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS PARAGRAPH AND
SHALL, AT THE ELECTION OF BANK, INCLUDE ALL DISPUTES ARISING OUT OF OR IN
CONNECTION WITH (1) THIS NOTE OR ANY RELATED AGREEMENTS OR INSTRUMENTS, (2) ALL
PAST, PRESENT AND FUTURE AGREEMENTS INVOLVING MAKER OR SUCH INDORSER AND BANK,
(3) ANY TRANSACTION RELATED TO THIS NOTE AND ALL PAST, PRESENT AND FUTURE
TRANSACTIONS INVOLVING MAKER OR SUCH INDORSER AND BANK, AND (4) ANY ASPECT OF
THE PAST, PRESENT OR FUTURE RELATIONSHIP OF MAKER OR SUCH INDORSER AND BANK.
Bank may elect to require arbitration of any Dispute with Maker or any indorser
without thereby being required to arbitrate all Disputes between Bank and Maker
or such indorser. Any such Dispute shall be resolved by binding arbitration in
accordance with Article 75 of the New York Civil Practice Law and Rules and the
Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In
the event of any inconsistency between such Rules and these arbitration
provisions, these provisions shall supersede such Rules. All statutes of
limitations which would otherwise be applicable shall apply to any arbitration
proceeding under this paragraph. In any arbitration proceeding subject to this
paragraph, the arbitrator(s) shall be deemed specifically empowered to decide
(by documents only, or with a hearing, at the arbitrator(s) sole discretion)
pre-hearing motions which are substantially similar to pre-hearing motions to
dismiss and motions for summary adjudication. In any such arbitration
proceeding, the arbitrator(s) shall not have the power or authority to award
punitive damages to any party. Judgment upon the award rendered may be entered
in any court having jurisdiction. Whenever an arbitration is required, the
arbitrator(s) shall be selected in the manner provided in this paragraph. No
provision of, nor the exercise of any rights under, this paragraph shall limit
the right of Bank (1) to foreclose against any real or personal property
collateral through judicial foreclosure, by the exercise of the power of sale
under a deed of trust, mortgage or other security agreement or instrument,
pursuant to applicable provisions of the Uniform Commercial Code, or as
otherwise herein provided or pursuant to applicable law, (2) to exercise
self-help remedies including but not limited to setoff and repossession, or (3)
to request and obtain from a court having jurisdiction before, during or after
the pendency of any arbitration, provisional or ancillary remedies and relief
including but not limited to injunctive or mandatory relief or the appointment
of a receiver. The institution and maintenance of an action or judicial
proceeding for, or pursuit of, provisional or ancillary remedies or exercise of
self-help remedies shall not constitute a waiver of the right of Bank, even if
Bank is the plaintiff, to submit the Dispute to arbitration if Bank would
otherwise have such right. Whenever an arbitration is required under this
paragraph, the arbitrator(s) shall be selected in accordance with the Commercial
Arbitration Rules of the AAA, except as otherwise herein provided. A single
arbitrator shall decide any claim of $100,000 or less and he or she shall be an
attorney with at least five years' experience. Where the claim of any party
exceeds $100,000, the Dispute shall be decided by a majority of three
arbitrators, at least two of whom shall be attorneys (at least one of whom shall
have not less than five years' experience representing commercial banks). The
arbitrator(s) shall have the power to award recovery of all costs and fees
(including attorneys' fees, administrative fees, arbitrator(s) fees, and court
costs) to the prevailing party. In the event of any Dispute governed by this
paragraph, each of the parties shall, subject to the award of the arbitrator(s),
pay an equal share of the arbitrator(s) fees.

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         MAKER AND EACH INDORSER AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN
RESPECT OF OR ARISING OUT OF THIS NOTE MAY BE INITIATED AND PROSECUTED IN THE
STATE OR FEDERAL COURTS, AS THE CASE MAY BE, LOCATED IN NEW YORK COUNTY, NEW
YORK AND ANY ARBITRATION PROCEEDING PURSUANT HERETO SHALL BE CONDUCTED IN NEW
YORK, NEW YORK. MAKER AND EACH INDORSER CONSENT TO AND SUBMIT TO THE EXERCISE OF
JURISDICTION OVER ITS PERSON BY ANY SUCH COURT HAVING JURISDICTION OVER THE
SUBJECT MATTER, WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO
MAKER OR SUCH INDORSER AT ITS ADDRESS SET FORTH BELOW OR TO ANY OTHER ADDRESS AS
MAY APPEAR IN BANK'S RECORDS AS THE ADDRESS OF MAKER OR SUCH INDORSER.

         IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS
NOTE, BANK, MAKER AND EACH INDORSER WAIVE TRIAL BY JURY, AND MAKER AND EACH
INDORSER ALSO WAIVE (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF
ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR
VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

         If this Note is executed by more than one person, then each such person
shall be jointly and severally liable on this Note, and the term "Maker" shall
mean each, any or all of such persons.

         Bank is authorized to fill in any blank spaces and to otherwise
complete this Note and correct any patent errors herein.

                                          Movie Star, Inc.


                                          By: /s/ Thomas Rende
                                              ----------------
                                              Signature of Authorized Signatory

                                          Thomas Rende, CFO

                                          Print Name and Title


                                          1115 Broadway
                                          -------------
                                          New York, NY 10010
                                          ------------------
                                          Address for Notices

                                          The Maker signing above is a
                                          corporation organized under the laws
                                          of the State of New York.


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                         LOANS AND PAYMENTS OF PRINCIPAL

                                         Unpaid         Amount of
              Loan       Amount of      Principal       Principal     Notation
  Date         No.         Loan           Paid           Balance       Made By
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