EXHIBIT 10.3
ENGLISH TRANSLATION - EXECUTED IN FRENCH
PROMISE OF ENTERING INTO LICENSE AGREEMENT
PURPOSE: To form a joint venture company that will enter into an exclusive
license agreement for the manufacturing and distribution of Antik Denim,
Taverniti So Jeans and Yanuk brand apparel and accessories.
PARTIES: Blue Holdings, Inc. ("Licensor" and 50% owner of Newco)
Global Fashion Group, SA (50% member of Newco)
Newco ("Licensee")
PRODUCTS: Apparel and accessories and shall be specified and approved by
Licensor.
RIGHT OF FIRST REFUSAL: Newco shall have the right of first refusal to
incorporate into this agreement any new brands that
Licensor shall launch during the Term of this
agreement.
TERRITORY: See Exhibit A
TERM: Two Years
RENEWAL OPTION: Automatic 3 Year Renewal Term if Licensee achieves its minimum
net sales and no events of breach exist or have existed that
remain uncured
SIGNING BONUS: Global Fashion, in consideration of execution of the Letter of
Intent, has paid to Blue Holdings (euro) 200,000
ROYALTIES: 15% of Net Sales
MINIMUM GUARANTEED
ROYALTIES: 2006 - (euro) 400,000
2007 - (euro) 1,000,000
2008 - (euro) 3,000,000
2009 - (euro) 4,000,000
2010 - (euro) 5,000,000
NON-COMPETITION: Neither Global Fashion nor Licensee shall engage in any
activities competitive with the Products during the Term of
this agreement.
PURCHASE OPTION: At the end of 2007, Licensor shall have an option to purchase
the interest of Global Fashion in Newco. The value shall be
determined by the parties.
Blue Holdings, Inc. Global Fashion Group, SA
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By: By:
Its: Its:
EXHIBIT "A"
France
Italy
U.K.
Spain
Portugal
Andorra
Belgium
Netherlands
Luxemburg
Russia
Greece
Sweden
Germany
Norway
Denmark
Finland
Austria
Switzerland
Bulgaria
Croatia
Poland
Hungary
Lebanon
Turkey
Israel
Kuwait
E.AU.
