TRADEMARK LICENSE AGREEMENT
TRADEMARK LICENSE AGREEMENT, dated as of February 13, 2003 (the "Agreement"), by and between
BLONDIE ROCKWELL, INC., a New York corporation with offices at c/o Erving Wonder Management,
1500 Sansom Street, Philadelphia, PA 19102 (the "Licensor") and INNOVO AZTECA APPAREL, INC., a
California corporation with offices at 5900 S. Eastern Avenue, Suite 104, Commerce, CA 90040 (the
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into that certain Deal Memorandum, dated as of February 13, 2003
(the "Deal Memorandum");
WHEREAS, the parties wish to replace and supersede the Deal Memorandum with this Agreement; and
WHEREAS, to the best of its knowledge, Licensor warrants that it is the sole and exclusive owner of certain
copyrights and trademarks, which copyrights and trademarks and any registrations therefor are more particularly
described in Schedule A annexed hereto, and the parties desire to enter into this Agreement with regard to the
licensing to Licensee of the rights to utilize such intellectual property.
In consideration of the mutual covenants and agreements hereinafter contained on the part of each of the parties
hereto to be kept, observed and performed, and for such other good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto covenant and agree as follows:
1. Definitions. As used in this Agreement, the following terms and phrases shall have the following meanings:
"Advance" shall mean an advance payment on account of Royalties payable hereunder in accordance with
Sections 4(a) and 4(d).
"Affiliate" shall mean any person, corporation or other entity which directly or indirectly controls, is controlled by,
or is under common control with a party. "Control" shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies of any such person, corporation or entity, through
ownership of voting securities, by contract or otherwise.