Trademark License Agreement

EXHIBIT 10.127


TRADEMARK LICENSE AGREEMENT


This Agreement dated June _, 2002, the last date any party signed below, ("Effective Date") by and between Aris Industries, Inc. a New York Corporation, located and doing business at 1411 Broadway, New York, New York 10018 ("Aris"); XOXO Clothing Company, Inc., a Delaware corporation, located and doing business at 1411 Broadway, New York, New York 10018 ("XOXO") BP Clothing, Inc. ("BP") and Europe Craft Imports, Inc., a New Jersey corporation, located and doing business at 475 Fifth Avenue, New York, New York 10017 (hereinafter "ECI") (hereinafter collectively "Licensor") on the one hand and Adamson Apparel, Inc., a Delaware corporation (hereinafter "Licensee"), on the other.


WHEREAS, XOXO is the owner of the trademark XOXO for women's and children's clothing and shoes and is the owner of U.S. Registration No. 2,484,317 for the mark XOXO IN AMERICA AND ABROAD & Design and U.S. Registration No. 2,043,508 for the mark XOXO IN AMERICA AND ABROAD & Design (collectively hereinafter the "Trademarks");


WHEREAS, ECI owns the trademark MEMBERS ONLY for clothing and apparel and is the owner of, inter alia, U.S. Registration Nos. 1,086,489; 1,256,728; 1,249,072; 1,412,098; 1,408,149; 2,178,733; and 2,193,994 for the mark MEMBERS ONLY and U.S. Registration No. 2,159,622 for the mark MEMBERS ONLY & Design;


WHEREAS, BP is the exclusive licensee of the trademark BABY PHAT for clothing;


WHEREAS, XOXO, BP and ECI are wholly owned subsidiaries of Aris;


WHEREAS, Licensee is in the business of, among other things, distributing and selling clothing;


WHEREAS, Licensee is desirous of obtaining an exclusive license to manufacture, sell, distribute, sell and advertise clothing and apparel under the trademarks XOXO, MEMBERS ONLY and BABY PHAT (hereinafter "Trademarks");


NOW, THEREFORE, in consideration of the mutual promises and obligations of the respective parties, it is hereby contracted, covenanted and agreed as follows:


1. Grant of License for the Licensed Products - Subject to the terms
and conditions of this Agreement, Licensor hereby grants to Licensee an
exclusive license to use the XOXO trademark and MEMBERS ONLY trademark to
manufacture, market, promote, advertise and sell women's, men's children's
clothing, jeanswear and sportwear and the BABY PHAT trademark to
manufacture, market, promote, sell and advertise the goods permitted in the
Baby Phat license agreement (hereinafter the "Licensed Products") in the
United States, not including United States territories and possessions
(hereinafter the "Territory") during the Term of this Agreement.


2. Rights Not Granted - Licensee agrees and covenants that it will not
use the Trademarks for any goods or services, except as expressly provided
for in this Agreement.


3. Rights Reserved By Licensor - Licensor retains all rights to
manufacture, distribute, sell, advertise, promote and market any products,
other than the Licensed Products, bearing the Trademarks. Licensor further
retains all rights to establish, operate and maintain retail stores and
outlet stores products bearing the Trademarks.


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4. Ownership of Trademarks - Licensor represents and warrants that it
is the sole owner of the Trademarks, free and clear of all liens, except
that it is the licensee of the BABY PHAT trademark and does not own the
BABY PHAT trademark and there is an existing lien of CIT Commercial Group
Services, Inc. on the XOXO mark to secure a loan. Licensee agrees that all
right, title and interest to all registrations, applications and common law
rights to the Trademarks, except the BABY PHAT trademark, are the exclusive
property of Licensor and that Licensee shall not challenge the validity of
the marks or Licensor's ownership thereof.


5. Best Efforts - Licensee shall use its best efforts to manufacture,
market, sell, distribute and advertise the Licensed Products in order to
meet the demand for the Licensed Products in the Territory. Licensee shall
maintain an organization that is capable of effectively soliciting orders
for the sales of the Licensed Products in the Territory and meet the demand
for the Licensed Products in the Territory.


6. Term - This Agreement shall become effective upon execution by the
parties hereto and shall remain in force for a period of one (1) calendar
years and three (3) months (hereinafter "First Term"). The First Term shall
end on December 31, 2003. Thereafter, this Agreement may be automatically
renewed for a further one (1) year term (hereinafter "Renewal Term"),
unless Licensee notifies Licensor of its intention to terminate at least
three (3) months before the expiration of the First Term or unless Licensor
provides written notice of cancellation three (3) months prior to the end
of the First Term.


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7. Royalty Payments - In consideration of the license granted herein,
Licensee agrees to pay Licensor in an amount equal to 6 percent (6%) of the
Nets Sales of the Licensed Products. Net Sales shall mean Licensee's gross
sales, as determined by the gross invoice amount billed to customers of the
Licensed Products, less actual returns, freight and bona fide trade
discounts actually granted by Licensee. Licensee shall provide Licensor
with reasonable d ...