Exhibit
2.3  Customer
Support Agreement  This
SERVICES AGREEMENT (this Agreement) is made and entered into this 23rd day of
July, 2009 (the Effective Date), by and between FGX International Inc. (the Company)
and Crimzon Rose International, LLC (the Client).  Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed to them in the Purchase
Agreement (as defined below).  WHEREAS, the Company and the
Client are entering into a certain Asset Purchase Agreement of even date
herewith (the Purchase Agreement) and wish to provide for certain support
services following the Closing of the transactions contemplated by the Purchase
Agreement.  NOW,
THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:  1.Services Provided.  At the request of the Client, the Company
agrees to re-stock and maintain the Clients costume jewelry retail store
display fixtures (collectively, the Services, each individually, a Service)
in accordance with the guidelines listed on Schedule 1 attached hereto
(as such schedule may be amended by mutual written consent of the parties from
time to time).  The Services shall be
limited to the customers set forth on Schedule 2.1 of the Purchase
Agreement.  The Client agrees to
exclusively use the Company to perform the Services until the earlier of (i) the
one year anniversary of the Effective Date or (ii) the date this Agreement
terminates in accordance with Section 6 below.  The Services shall be performed with
substantially the same skill and care as performed by the Company prior to
Closing.  Monthly visit activity will be
supplied to the Client by the Company.  2.Compensation; Expenses and Payment.  a.In consideration of the Services, the
Client shall pay the Company the fees (the Fees) set forth and defined in Schedule
2 attached hereto.  The Client shall
(in addition to payment of the applicable Fees) reimburse the Company for
out-of-pocket costs and expenses (such as postage) incurred by the Company in
performing the Services.  The Company
shall invoice the Client for the Services performed under this Agreement.  The Client shall, by no later than 15 days
after each invoice date, pay the invoice in full.  Upon termination of this Agreement for any
reason, the Company shall submit a final invoice to the Client for the Service
Fees and Monthly Availability Fees earned and expenses incurred, but not yet
paid, through the date of termination and the amount of the Unpaid Availability
Fee. The Client shall pay the final invoice by no later than 7 days after its
receipt.  b.In the event Rite-Aid HDQTRS Corp. and
its affiliates (collectively, Rite-Aid) permanently cease to order costume
jewelry products from the Client through no fault of the Client (the Rite-Aid
Termination Event), then the Company shall pay the Client the Rite-Aid Termination
Fee (as defined below). The obligation of the Company to pay the Rite-Aid
Termination Fee shall expire on the earlier of (i) the date the Client
enters into an agreement with Rite-Aid relating to the sale of costume jewelry
products to any Rite-Aid retail locations not covered in the Brooks/Eckerd
Store Conversion Jewelry Agreement, dated on or about April 1, 2007, by
and between Rite-Aid and the Company, as in effect on the date hereof, or (ii) March 31,
2011. As used herein, the term Rite-Aid Termination Fee means a one-time fee
of $350,000 less the product of (y)the
number of calendar months that have occurred between the Effective Date and the
date of the Rite-Aid Termination Event (rounded up for partial calendar months)
multiplied by (z)$17,500; provided,
however, the Rite-Aid Termination Fee shall not be less than $0.  The Rite-Aid Termination Fee may, at the
discretion of the Company, be paid as credits against the Fees payable by the
Client under the terms of this Agreement.  3.Interest.  Without limitation to any other remedy of the
Company, any and all invoiced amounts not paid by the Client when due shall
bear interest at the rate of eighteen percent (18%) per annum until paid in
full.  4.Term.  The term of this Agreement shall commence on
the Effective Date and, unless terminated earlier pursuant to paragraph 6
below, expire on the three-year anniversary of the Effective Date.  5.Indemnification and
Limitation of Liability.  The Client
will indemnify, defend and hold harmless the Company and its officers,
directors, employees, agents and assignees from and against loss, liability,
expense or claims for damages related in any way to Clients products.


In view of the nature of the Services to be performed by the Company,
it is agreed that neither the Company nor its officers, directors, employees,
agents or assignees shall be liable for any loss, injury, or damages of any
kind unless caused by the Companys gross negligence or willful misconduct.  The Companys liability for any such loss,
injury or damages shall be limited to repeating the service giving rise to the
liability hereunder, and the Company shall have no further liability for such
loss, injury or damages.  If repeating the
service is impossible, the Company will refund the applicable Service Fee for
the service giving rise to the liability hereunder. In no event shall the
Company be liable for special, incidental or consequential damages, whether or
not foreseeable.  6.Termination.  This Agreement may be terminated immediately
by a party hereto in the event the other party materially breaches this
Agreement or the Purchase Agreement.  Any
time after the one-year anniversary of the Effective Date, the Client may
terminate this Agreement as to any particular Service at any time if dissatisfied
with the Service.  The Company may
terminate this Agreement if the Client fails to make any payment when due.  Notwithstanding anything contained herein,
the Client agrees to pay the Company the Fees set forth in Section 2
above, including the Unpaid Availability Fee, upon termination of this
Agreement for any reason.  The Client
agrees to pay all costs of collection, including reasonable attorneys fees,
incurred by the Company in connection with the collection of amounts due under
this Agreement.  7.Relationship of the Parties.  The relationship of the parties hereto shall
be that of independent contractors. 
Nothing herein shall be construed to create any partnership, joint
venture, or similar relationship or to subject the parties to any implied
duties or obligations respecting the conduct of their affairs, which are not
expressly stated herein.  Neither party
shall have any right or authority to assume or create any obligation or
responsibility, either express or implied, on behalf of or in the name of the
other party, or to bind the other party in any matter or thing whatsoever.  8.Force Majeure.  Neither party shall be deemed in breach or
default of this Agreement to the extent that performance of its obligations or
attempts to cure any breach are delayed or prevented by any cause beyond its
reasonable control, including, but not limited to, any act of God, fire,
natural disaster, nuclear accidents, acts of civil or military authority,
embargoes, epidemics, war, terrorist acts, riots, insurrection, explosions,
strikes and power blackouts.  Upon the
occurrence of a condition described in this paragraph, the party whose
performance is prevented shall give written notice to the other party as soon
as practicable but in any event within three (3) days, and the parties
shall promptly confer, in good faith, to agree upon equitable, reasonable
action to minimize the impact, on both parties, of such conditions.  9.Entire Agreement.  This Agreement constitute the entire
agreement between the parties pertaining to the subject matter hereof and
supersede all prior and contemporaneous agreements, negotiations and
understandings, oral or written.  This
Agreement may be modified only by an instrument in writing duly executed by
both parties. Notwithstanding anything to the contrary set forth herein, if
there is any conflict between the terms and conditions of this Agreement and
the terms and conditions of the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall control.  10.Governing Law and Venue.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, EXCEPT ANY
SUCH LAW THAT WOULD RENDER CHOICE OF LAW INEFFECTIVE.  IN CONNECTION WITH ANY CONTROVERSY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE PARTIES HEREBY IRREVOCABLY CONSENT TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND, AS WELL
AS THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM
SUCH COURTS.  THE COMPANY AND THE CLIENT
EACH IRREVOCABLY CONSENT TO SERVICE OF PROCESS OUT OF THE AFOREMENTIONED COURTS
AND WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS.  11.Counterparts.  This Agreement may be executed in one or more
counterparts, each of which an original and all of which, taken together,
constitute one and the same agreement. 
Facsimile signatures shall be deemed original signatures.  [Signature Page Follows]  2


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed as of the date first above
written.  FGX International Inc.:
  
  Crimzon Rose International, LLC:Authorized
  Signature:
  /s/
  Anthony Di Paola
  
  Authorized
  Signature:
  /s/
  Steven J. ONeilTitle:
  EVP & CFO
  
  Title:
  CFOAddress:
  500
  George Washington Highway
  
  Address:
  4
  Warren AvenueSmithfield,
  RI 02917
  
  
  North
  Providence, RI 02911