This license agreement (this "Agreement") is made as of the day of March 2001, between Michael Caruso &
Co., Inc., a California corporation, with offices at 400 Columbus Avenue, Valhalla, New York 10595
("Licensor"), and Innovo, Inc., with offices at 2633 Kingston Pike, Suite 100, Knoxville, TN 37919 ("Licensee")
(collectively, the "Parties").
WHEREAS, Licensor has, as a result of its substantial use and promotion, become identified with the trade
name, trademark and service mark "BONGO", particularly for footwear and accessories and products and
services related thereto, and as a result of such substantial use and promotion has developed a reputation for
products and accessories that represent a certain lifestyle, quality and distinctiveness; and
WHEREAS, Licensee desires to acquire the right and license from Licensor to use the trade name, trademarks
and service: mark, whether or not registered, consisting of "BONGO", and such variations and derivations
thereof as Licensor in its sole discretion shall designate as usable by Licensee (the Licensed Mark"), in
connection with the design, manufacture, sale, marketing, distribution, advertising and promotion of Articles (as
defined herein), upon such terms and subject to such conditions as set forth herein.
NOW THEREFORE, in consideration of the mutual representations, warranties and covenants hereinafter set
forth, the Parties hereby agree as follows:
1. GRANT AND USF OF LICENSE.
1.1 General. Licensor hereby grants to Licensee during the Term (as defined In Section 2.1 and subject to the
terms and conditions of this Agreement, an exclusive right and license, without the right to assign or sublicense
any of the rights hereunder, to use the Licensed Mark in connection with the manufacture, sale, marketing,
distribution, advertising and promotion of bags, belts and small leather/pvc goods (the "Articles") throughout the
Territory (as defined in Section 1.2).
1.2 Territory. Licensee shall have the right to s