LICENSE AGREEMENT BETWEEN VCM AND RVLI

Exhibit 10.2

LICENSE AGREEMENT BETWEEN VCM AND RVLI

     This License Agreement (“Agreement”), effective January 23, 2008, is entered into by and between Value City of Michigan, Inc., a Michigan corporation, located and doing business at 00000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 (“VCM”) and Retail Ventures Licensing, Inc., a Delaware corporation, located and doing business at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 (“RVLI”).

     WHEREAS, RVLI desires to obtain a license from VCM under the trademarks, trade names and symbols set out in Exhibit A hereto (“the Marks”) solely for use in connection with the goods set out in Exhibit B hereto (“the Goods”); and

     WHEREAS, VCM desires to license RVLI under the Marks solely for use in connection with the Goods.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, VCM hereby grants to RVLI a perpetual, non-exclusive, non-transferable, royalty-free license to use the Marks and to enjoy the goodwill symbolized thereby in connection with the marketing, promotion, distribution, offer for sale and sale of the Goods, such license to be valid only within the United States (the “Territory”).

     2. Upon prior written notice to VCM, this Agreement is assignable, and the Marks and registrations thereof and applications therefor sublicensable, by RVLI to its affiliates, including Filene’s Basement, Inc. RVLI may also assign this Agreement to a purchaser of substantially the entire of any of Retail Ventures, Inc.’s retail department store businesses. RVLI must notify VCM of the assignment in writing, and any such assignee must expressly agree in writing in a form satisfactory to VCM to be bound by

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the terms of this Agreement. Other than as provided herein, RVLI may not assign or sublicense the license granted in this Agreement. This Agreement is freely assignable by VCM.

     3. RVLI and its sub-licensee(s) shall use the Marks solely in connection with the Goods, and to such additional goods as VCM agrees, at its sole discretion and upon written request by RVLI, to be added to Exhibit B.

     4. If, after the Marks are placed into use, RVLI and/or its sub-licensee(s) cease or intend to cease use of any of the Marks for more than forty-five (45) days, RVLI shall notify VCM of that decision in writing. If, after the Marks are placed into use, RVLI and/or its sub-licensee(s) cease to use of any of the Marks for more than forty-five (45) days, the license with respect to such Xxxx(s) shall be terminated.

     5. RVLI acknowledges that the continued maintenance of the significance and value of the Marks and their associated goodwill, the continued maintenance of the quality standards, and the merchandising of products associated with the Marks, are all essential elements of the license granted herein. Accordingly, RVLI agrees:

     a. that it will maintain the quality of all goods sold under the Marks at the same level as are being maintained as of the effective date of this Agreement, that it will do nothing that will degrade or bring into ill repute any of the Marks, that the goods sold under the Marks shall meet quality specifications supplied by VCM, if any, and that it shall in all reasonable ways aid VCM to exercise quality control over the Goods sold by RVLI under the Marks;

     b. VCM, or its duly authorized representatives, shall have the right upon reasonable notice during regular business hours, not to exceed once per calendar year per

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facility, to inspect the retail and manufacturing business operations of RVLI and/or its sub-licensee(s) to the extent they relate to the Goods being marketed, distributed, offered for sale and/or sold under the Marks for compliance with the quality specifications, such inspection to be at VCM’s expense; and

     c. all products made available under the Marks shall be manufactured, sold, marketed, advertised and rendered in compliance with all applicable laws, rules and regulations.

     6. In the event VCM determines, through an inspection or otherwise, that RVLI and/or its sub-licensee(s) are not in compliance with the quality requirements of paragraph 5 of this Agreement, including the requirement that RVLI will do nothing that will degrade or bring into ill repute any of the Marks, VCM shall notify RVLI in writing of the determination and specify the basis of the determination. RVLI shall have sixty (60) days from receipt of the written notice in which to correct the non-compliance identified in the written notice. In the event RVLI and/or its sub-licensee(s) fail to correct the non-compliance within sixty (60) days, VCM has the right, but not the obligation, to terminate this Agreement, such termination to be provided in writing.

     7. RVLI acknowledges VCM’s exclusive ownership of, and the validity of, the Marks, and agrees that it will not, during the term of this Agreement or thereafter, contest or question VCM’s ownership of, or the validity of, the Marks. RVLI also acknowledges that any such rights, and all goodwill relating to the Marks, which may arise in connection with RVLI’s use of the Marks shall inure to the benefit of and be the property of VCM. RVLI further agrees not to register or attempt to register any of the Marks, or any derivative or confusingly similar xxxx thereto, anywhere in the world.

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     8. Whenever requested by VCM during the Agreement, RVLI and/or its sub-licensee(s) shall execute such documents or applications VCM may deem necessary to confirm VCM’s ownership of all such rights, to maintain the validity of the Marks, or to obtain or maintain registrations thereof.

     9. In the event RVLI and/or its sub-licensee(s) wish to use a variation or derivative of one of the Marks, RVLI shall immediately notify VCM in writing of the variation or derivative. If VCM agrees to such a variation or derivative, such agreement not to be unreasonably withheld, such variation or derivative shall be added to the Marks, and Exhibits A and B hereto shall be amended, as appropriate, to include such variation or derivative under this Agreement and the license to RVLI.

     10. Subject to the provisions of paragraph 6 of this Agreement, if RVLI breaches any of the terms and/or conditions of this Agreement, VCM shall provide written notice of the breach to RVLI. If the breach is not cured within thirty (30) days from receipt of such notice, VCM shall have the right, but not the duty, to terminate this Agreement, such termination to be provided in writing.

     11. RVLI hereby indemnifies and holds harmless VCM and its shareholders, officers, directors and employees from and against any and all claims, actions, liabilities, losses, and damages (including, without limitation, costs and expenses and reasonable attorneys’ fees and disbursements) from third parties arising from (a) the use by RVLI of any of the Marks, (b) RVLI’s use of any letter, word, symbol, character, design or the like on, affixed to, or used in connection with Goods other than the Marks by RVLI or its sublicensees, (c) any alleged defects in the Goods sold under any of the Marks or in the material or workmanship thereof, or inaccurate or deceptive labeling on or in connection

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with, the Goods sold under any of the Marks, and (d) any nonconformity to or non-compliance with any laws pertaining to the design, manufacture, quality, safety, advertising, promotion or marketing of any of the Goods sold under any of the Marks. VCM shall provide written notice to RVLI of any such indemnification within a reasonable time of learning of any event giving rise to such indemnification obligation.

     12. THE MARKS ARE LICENSED ON AN “AS-IS” BASIS, AND VCM MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT THERTO, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

     13. Any notice required to be given pursuant to this Agreement shall be in writing and forwarded by certified or registered mail, return receipt requested, or delivered by a courier service, such as Federal Express, DHL, or the like, and shall be sent to the parties at the addresses and to the individuals listed below:

As to VCM

President
Value City Holdings, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000

As to RVLI

Xxxxx X. Xxxxx, Esq.
Retail Ventures, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000

Any notice sent in accordance with the above shall for all purposes be deemed to be fully given by a party upon the earlier of actual receipt or after three (3) business days. The

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individuals and addresses set forth above can be changed by either party pursuant to written notice as provided in this paragraph.

     14. This Agreement shall be governed by and interpreted under the laws of the State of Ohio without reference to principles of conflict of laws. Any controversy arising out of this Agreement shall be resolved in a federal or state court of competent jurisdiction located in the State of Ohio, City of Columbus. The parties consent to jurisdiction in such courts and waive any objection to such venue.

     15. RVLI recognizes that the Marks possess a special and unique character which makes difficult the assessment of monetary damages which VCM might sustain by an unauthorized use of the Marks. RVLI recognizes and agrees that irreparable injury would be caused by RVLI’s unauthorized use, and that injunctive and other relief, in law and equity, would be appropriate in the event of a breach of this Agreement by RVLI.

     16. This Agreement is a complete statement of all agreements among the parties with respect to its subject matter. Any amendment, modification, alteration, change or waiver, including changes to any of the Exhibits hereto, must be in writing signed by both parties.

     17. If any provision of this Agreement is for any reason declared to be invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby.

     18. This Agreement shall be construed without regard to any presumption or any other rule requiring construction against the party causing this Agreement or any part thereof to be drafted.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties have executed this Agreement effective                                         , 2008.

VALUE CITY OF MICHIGAN, INC

RETAIL VENTURES LICENSING, INC.

By

By

Name:

Xxxxx X. XxXxxxx

Name:

Xxxxx X. XxXxxxx

Title:

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Title:

Vice President

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EXHIBIT A

Marks and Federal Registrations and Applications

Xxxx		Application No.		Registration No.
TODAY’S LIVING		76/261,834		3,059,244
TODAY’S LIVING		76/977,232		2,929,520
TODAY’S LIVING		76/976,800		2,872,455
TODAY’S LIVING		76/976,288		2,826,251
TODAY’S LIVING		76/975,660		2,768,042
TODAY’S LIVING		76/975,259		2,805,664
PREMIER HOTEL LINENS		78/664,795
CREATIVE LIFESTYLES		76/977,228		2,929,518
CREATIVE LIFESTYLES		76/976,805		2,877,939
CREATIVE LIFESTYLES		76/976,281		2,826,249
CREATIVE LIFESTYLES		76/975,662		2,832,922
OUTDOORS BY TODAY’S LIVING		76/559,045		2,965,831
ALPINE RIDGE		77/093,153
ALPINE RIDGE		75/928,498		2,579,709
ALPINE RIDGE		75/928,483		2,499,088
ALPINE RIDGE		75/737,400		2,579,321
CHEF’S HELPER		76/977,838		3,066,472
CHEF’S HELPER		76/978,589		3,275,971
CHEF’S HELPER		76/541,064
BBQ CLASSICS		76/612,967		2,184,734
BARBECUE CLASSICS		75/167,791		2,184,734
COACH AND FOUR		77/017,958		0,581,571
COACH AND FOUR		77/017,973
COACH AND FOUR		71/633,531		0,581,571
FREE FALL		78/722,971		3,349,727
FREE FALL		73/582,912		1,410,638
HOLIDAY MAGIC BY WONDERLAND TRADITIONS		78/977,490
HOLIDAY MAGIC BY WONDERLAND TRADITIONS		78/667,366
INTIMATE SECRETS		78/857,986		3,327,632
INTIMATE SECRETS		75/341,737		2,195,611

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Xxxx		Application No.		Registration No.
X. X. XXXXXXXXXXX		75/371,891		2,299,257
XXXX XXXXX		76/569,246		3,022,468
XXXXXXX		75/414,191		2263818
XXXXXXX		77/061,036
XXXXXXX		76/624,393		3,069,906
WONDERLAND TRADITIONS		74/703,246		2,067,780
WONDERLAND TRADITIONS		75/222,765		2,286,915
WITCH’S HAUNT		75/165,507		2,159,620
CI CLUB INTERNATIONAL		76/607,093
CLUB INTERNATIONAL		73/495,224		1,453,246
U.S.A. CLASSICS		75/979,351		2,365,350
U.S.A. CLASSICS		75/978,443		2,280,142
FLORENZI		74/389,832		1,845,683
FLORENZI		75/735,819		2,519,119
FLORENZI		76/559,653		2,895,022
MERRY GO ROUND KIDS		75/287,826		2,327,082
IOU		74/389,833		1,852,453
XXXXXXXX & IVY		75/155,096		2,098,396
VILLAGE GARDENER		75/201,097		2,154,321
VILLAGE GARDENER		75/201,096		2,127,874
VILLAGE GARDENER		75/200,985		2,155,738
VILLAGE GARDENER		75/200,983		2,127,872
VILLAGE GARDENER		75/060,685		2,102,148
AUTUMN TAPESTRY		78/667,435
MEMPHIS BLUES		76/604,000		2,259,855
MEMPHIS BLUES		75/287,844		2,259,855
SUSSEX CLOCK WORKS		78/909,085		3,354,302
XXXXX XXXXX		76/493,692
X. XXXXXXX		75/287,801		2,251,812
THERMA PLUSH		78/897,916

EXHIBIT B

Goods For Which The Marks Are Licensed

Xxxx		Goods/Services
TODAY’S LIVING		Decorative water fountains and waterfalls, chair pads; pillows, namely, bath pillows; bathroom mirrors; clothes

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Xxxx		Goods/Services
		hangers; nonmetal clothes hooks; shower curtain rods; nonmetal shower curtain rings; shoe racks and garment racks; masquerade masks for decorative purposes of cold cast resin, fabric, bone, ivory, plaster, plastic, wax and wood; brushes, namely, nail, eyebrow; sponges for household purposes; tub stoppers; plungers for clearing blocked drains; candle accessories, namely, candle rings, and candle snuffers not of precious metal; plastic laundry baskets; shower caddies; towel bars; clothes drying racks; shoe trees; ironing boards; shaped ironing board covers and pads; home furnishings and housewares, namely, cookware, namely, woks, non-electric pressure cookers; storage containers, namely, stainless steel pump pots; fabric covers for kitchen appliances; wood floral sticks with attachments for making artificial floral arrangements; decorative tassels and cords; plastic and rubber mats, namely bath mats, carpet remnants, and textile welcome mats; rugs, namely bath rugs, area rugs, rag rugs, oriental rugs, dhurrie rugs, braided rugs, and kitchen rugs Live floral items, namely garlands, wreaths, basket arrangements, swags, candle rings, vines, bushes and stems, and ficus trees, live floral items, namely, centerpieces and bouquets, and topiaries, framed art pictures and prints, toilet paper holders, textile and vinyl table napkins; fabric table runners; decorator rounds and toppers for tables made of lace and/or fabric, artificial floral items, namely, garlands, wreaths, centerpieces, basket arrangements, bouquets, swags, candle rings, vines, bushes and stems, topiaries, and ficus trees, Brushes, namely, hair and cosmetic brushes; glass table tops; non-metal decorative curio boxes; figurines of earthenware, porcelain or terra cotta; candle accessories, namely, candle jars; home furnishings and housewares, namely, cookware, namely, roasters and steamers, tea kettles; decanters; cake plates; gravy boats; porcelain and china ornaments; wooden, glass and plastic coasters; plates; breadboxes; buckets; butter dishes; casserole dishes; crocks; ice buckets; salad sets consisting of various-sized bowls and serving salad tongs; kitchen utensils, gadgets and serving sets, namely, spoons, ladles, spatulas, turners, ice cream scoopers, tongs, graters, basters, corn cob holders; kitchen containers, namely, recipe boxes; canister sets; kitchen caddies; cutlery trays; napkin holders; spice racks; banana trees; cookie stampers; storage containers, *namely,* carafes, and bottles sold empty; ceramic pump pots and carafes; wicker goods, namely, portable meal tray tables, vases, and urns; decorative gifts of china, crystal, Toiletries, namely, shower gel, body lotion, room fragrances, bubble bath, non-medicated bath salts, aromatherapy oils, body oils; soap, namely face soap, deodorant soap, skin soap, shaving soap, antibacterial soap,

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Xxxx		Goods/Services
		beauty soap; and potpourri ,earthenware, glass, porcelain or terra cotta, namely, birdcages, and items in the shapes of cars, planes, and animals; portable ice chests for food and beverages; masquerade masks for decorative purposes of ceramic, clay dough, china, crystal, earthenware, glass, porcelain and terra cotta, window decorations, namely, curtains; bedding, namely, homemade quilts, pillow shams, bed spreads, bed-in-a-bag, comforters, duvet covers, dust ruffles, mattress pads, bedding protectors, pillow protectors; fabric tub mats; table cloths not of paper; furniture throws; fabric, namely, cotton fabric, woolen fabric, nylon fabric, polyester fabric, and rayon fabric; vinyl place mats, lighting, namely, floor, table, desk lamps, pillows, namely, toss pillows, floor pillows, and bed pillows; window blinds; window shades; picture frames; shelves; cabinets; decorative gifts made of wood and polyresin, namely, general purpose decorative storage cases, jewelry cases, and wooden animals; drapery hardware, namely, brackets sold as a unit and individually, Figurines made of stoneware, Kitchen cutlery, namely flatware, knives, forks, spoons, butcher knives, and kitchen knives; non-electric can openers; carving sets, consisting of various-sized knives, Nautical-theme home decor items of common metal, namely, two-dimensional and three-dimensional models in the shape of fish, light houses, boats, figurines made of metal, brass and copper, Wall decor, namely, wall mirrors and accent furniture; wall plaques; figurines of wood and polyresin; wood boxes; wood tables; nautical-theme wooden and polyresin home decor items, namely, wood fish, model lighthouses, model boats, wooden signs; laundry hampers made of plastic, wicker, metal, or mesh; drapery hardware, namely, drapery rods, curtain rods, sconces, sold as a unit and individually, and planters; decorative trays not of precious metal; candlesticks and candleholders not of precious metal; sconces not of precious metal; home furnishings and housewares, namely, bakeware, cookware, namely pans, pots, carafes, dinnerware, beverageware, ceramic serveware, namely, mugs, non-electric thermal insulate food and beverage containers not of precious metal; containers for food, namely, cookie jars; cutting boards; carving boards; bowls; paper towel holders; waste baskets, wicker planters, wicker goods, namely, baskets, chests and wine baskets, Window decorations, namely, draperies; bedding, namely, blankets, bed sheets and bed sheet sets, blanket throws; towels; wash cloths; towel ensembles, Candles, in the form of pillars, votives, tapers, tea lights, balls, glow candles, and imbedded candles, namely novelty, basic, aromatherapy, and candle sets.
PREMIER HOTEL LINENS		Bed pillows; plastic facial tissue box covers; bathroom accessories, namely, bathroom glass holders not of

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Xxxx		Goods/Services
		precious metal, drinking glasses, beverageware, plastic cups, drinking vessels, mugs, soap dishes, toothbrush holders, lotion containers with dispensing pumps, ceramic facial tissue box covers, wastebaskets, covers for spare toilet paper roll, and toilet paper holders; bed and bath linens, namely, bed sheets, comforters, throws, blankets, towels, face cloths, bath rugs, mattress pads, and pillow cases; bath rugs
CREATIVE LIFESTYLES		Garment bags for storage; laundry bags, Toilet seats; electric fans; and lighting, namely, wall, ceiling, and desk lamps; shower heads, decorative water fountains and waterfalls; electric bread warmers; electric pressure cookers, chair pads; pillows, namely, toss pillows, floor pillows, bath pillows, and bed pillows; window blinds; window shades; picture frames; clothes hangers; wall decor, namely wall mirrors; wall plaques; wood boxes; laundry hampers made of plastic, metal, or mesh; nonmetal clothes hooks; shower curtain rods; nonmetal shower curtain rings; shelves; cabinets; decorative gifts made of wood and polyresin, namely, jewelry cases; shoe racks; drapery hardware, namely, drapery rods, curtain rods, brackets, sconces, sold as a unit and individually; masquerade masks for decorative purposes of cold cast resin, fabric, bone, ivory, plaster, plastic, wax and wood, wicker goods, namely, baskets and wine baskets, laundry hampers made of wicker, Figurines made of stoneware, lighting, namely, floor, and table lamps, imbedded candles, namely aromatherapy candles, clocks, garment racks, candle accessories, namely, candle jars, towel bars, bedding, namely, bed-in-a-bag, wash cloths, mirrors; accent furniture; figurines of wood and polyresin; wood tables; nautical-theme wooden and polyresin home decor items, namely wood fish, model lighthouses, model boats, wooden signs; decorative gifts made of wood and polyresin, namely, general purpose decorative storage cases and wooden animals, artificial floral items, namely garlands, wreaths, centerpieces, basket arrangements, bouquets, swags, candle rings, vines, bushes and stems, topiaries and ficus trees, candles, in the form of pillars, votives, tapers, tea lights and candle sets, nautical-theme home decor items of common metal, namely two-dimensional and three-dimensional models in the shape of fish, lighthouses, boats, and non-luminous and non-mechanical metal signs; figurines made of metal, brass, and copper, decorative gifts made of paper mache, namely paper mache gift boxes
OUTDOORS BY TODAY’S LIVING		Metal shepherd crooks with hooks used for supporting lawn decorations; non-luminous, non-mechanical metal signs; and metal planters, Lantern with citronella candle sold as a unit, and lanterns, Patio umbrellas, Stepping stones, decorative garden stones shaped like people and

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Xxxx		Goods/Services
		animals, garden figurines made of stone and concrete; non-luminous, non-mechanical signs made of wood, wood fencing and edging, wooden garden stakes; benches, patio furniture, fitted protective patio furniture covers, metal stand; and wind chimes, portable thermally-insulated coolers for food and beverage, bird feeders, bird houses and bird baths, reusable plastic cubes filled with freezable material for cooling beverages, plastic drinking cups, mugs and plastic cups with straws, metal plant holders, watering cans, gardening gloves, and mesh dinner plate covers, Patio torches, Non-metal awning with supports.
ALPINE RIDGE		Men’s, women’s, and children’s clothing, namely, jeans, shirts, coats, jackets, snowsuits, sweatsuits, sweatshirts, sweaters, vests, parkas, gloves, mittens, socks, shoes, hats and scarves, backpacks, tote bags, and wallets, small suit cases and travel bags, children’s clothing, namely, children’s pants, jerseys, shirts, underwear and thermals, Camping gear, namely, sleeping bags and inflatable air mattresses, Tents; portable gazebos of fabric; portable gazebos of plastic; awnings; and fabric canopies.
CHEF’S HELPER		Kitchen housewares, namely, cutting boards and bakeware; cookware, namely, steamers, steamer inserts, saucepans, non-electric griddles, frying pans, metal cooking pans, glass cooking pans, cooking pots, pot lids, non-electric coffee pots; and household kitchen utensils, namely, napkin holders, towel holders, banana hangers, trivets, strainers, turners, tongs, whisks, basters, bottle openers, pot and pan scrapers, spatulas, graters, colanders, scoops, salt and pepper shakers, cookie presses, cookie cutters, sifters, ladles, garlic presses, basting brushes, mixing bowls, rolling pins, wine cork screws, sieves, funnels, spice racks, coaster sets comprising coasters not of linen or paper, wooden mixing and serving spoons, serving forks, pepper grinders, non-electric salad spinners, and wine racks, cutlery, including kitchen cutlery; hand-operated food choppers; pizza cutters; parers; and non-electric can openers, measuring cups, measuring spoons; and meat thermometers, non-metal key holders; and non-metal clips for closing snack bags
BBQ CLASSICS		Patio candles; colored fire torches, patio accessories, namely, fitted plastic covers for metal propane gas tanks, patio accessories, namely, fitted plastic covers for umbrellas, patio accessories, namely, fitted plastic covers for furniture
BARBECUE CLASSICS		Barbecue tools, namely, tongs and forks, barbecue grills, electric lighting fixtures for the patio, and fitted plastic covers for barbecue grills, patio accessories, namely, fitted plastic covers for patio furniture, patio accessories, namely, fitted plastic covers for metal propane gas tanks, patio accessories, namely, fitted plastic covers for umbrellas,

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Xxxx		Goods/Services
		barbecue tools, namely, spatulas, brushes for basting foods, brushes for cleaning grills, and cooking skewers.
COACH AND FOUR		Handbags, wallets, purses, tote bags, luggage, and small leather goods, namely, clutch purses, leather key cases and credit card cases, gloves, hats, dresses, pants, skirts, jackets, coats, shirts, blouses, vests, shorts and sweaters, belts and men’s ties, cuff links, handkerchiefs, ladies and misses shoes made of leather, suede, canvas, fabric or compositions and combinations.
FREE FALL		Clothing, namely, pants, shorts, T-shirts, and woven shirts, sweaters and sweatshirts.
CLUB INTERNATIONAL		Men’s clothing, namely suits, pants, jackets, sweaters, coats, shirts, socks and undergarments.
U. S. A. CLASSIC		Clothing, namely, shirts, sweaters, skirts, blouses, dresses, shorts, pants, jeans, coats, jackets, overalls, shortalls, hats, clothing belts, socks and hosiery, duffle bags.

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Xxxx		Goods/Services
HOLIDAY MAGIC BY WONDERLAND TRADITIONS		Christmas theme figurines and statuary made of wood, plastic, fabric and resin in the form of Santas, snowmen, nutcrackers, carolers, reindeer, corner kids, sleighs, wreaths, birdhouses, bears, moose and reindeer, elves, gingerbread people, angels, Mrs, Claus, candy canes and nativities; Christmas theme ornamental sculptures made of wood for indoor/outdoor decor; Christmas theme ornamental sculptures of non-precious metal for indoor/outdoor decor, namely, wind chimes, plaques and decorative fireplace screens; and plastic hooks and hangers including wreath hangers, all for hanging decorations, Christmas theme figurines and statuary of common metal, namely, Santas, kings, soldiers, snowmen, reindeer, stars, sleighs, stockings, and angels; Christmas theme ornamental sculptures of non-precious metal for indoor/outdoor décor, namely, non-luminous and non-mechanical metal signs and baskets of common metal; Christmas tins of metal; metal hooks and metal hangers for wreaths, Electric lighted wooden figure stands; Christmas electric light sets resembling icicles; electric candles; Christmas theme ornamental sculptures of non-precious metal for indoor/outdoor décor, namely, candle lanterns and oil lanterns; electric Christmas light strings and replacement bulbs; lighted Christmas garlands; lighted plastic, polyresin, wood, and ceramic figurines; and lighted Christmas tree toppers, Christmas theme figurines of terra cotta in the form of Santas, snowmen, nutcrackers, carolers, reindeer, corner kids, and nativities, Boxed Christmas cards; Christmas theme plastic window decals for decorating windows; tissue paper; Christmas theme and winter theme figurines made out of paper mache; Christmas theme chalk boards for home use; gift bags made from paper, fabric and plastic; Christmas card holders made of fabric; decorative boxes made of cardboard; advent calendars made of wood; and Christmas theme gift wrapping paper, Pet clothing, namely, hats and vests; and pet accessories, namely, collars, Jars for holding candles; candle holders not made of precious metals; Christmas theme figurines of glass and ceramic in the form of Santas, snowmen, nutcrackers, carolers, reindeer, corner kids, and nativities; Christmas theme planters made of terra cotta; Christmas theme ornamental sculptures of non-precious metal for indoor/outdoor decor, namely, bird houses; and Christmas theme baskets made of wood, Unfitted novelty chair covers and Christmas theme hanging figures and flags, all made of fabric, Santa suits and hats.
INTIMATE SECRETS		Female clothing, namely, sleepwear, loungewear, gowns, shirts and robes, bras and panties.
X. X. XXXXXXXXXXX		Men’s suits, sport coats, pants, shirts, and all-weather coats.

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Xxxx		Goods/Services
XXXX XXXXX		Suits, sport coats, slacks, all-weather coats, topcoats, overcoats, and suit separates, namely, suit jackets, suit pants and suit vests.
XXXXXXX		Dress shirts, knit sport shirts, sweaters, ties, suits, sport coats, slacks, top coats and raincoats.
WONDERLAND TRADITIONS		Christmas-theme figurines of common metal, namely, Santas, snowmen, reindeer and stars; ornamental sculptures in the form of Christmas-theme greetings made of non-precious metal, Christmas-theme figurines of wood, plastic or wicker, namely, Santas, snowmen, reindeer and stars; water-ball snow globes; ornamental sculptures in the form of Christmas-theme greetings made of wood, plastic, straw, and wicker, Christmas tree ornaments; Christmas garlands; artificial Christmas trees; artificial Christmas wreaths.
WITCH’S HAUNT		paper and plastic Halloween face masks; party favors in the nature of small toys; plastic, paper, and cardboard toy pumpkins; and toy party wind socks, Halloween products, namely, paper treat bags, cardboard skeletons, stickers, paper and cardboard banners and posters, Halloween costumes, Halloween decorations, namely, plastic figurines, and plastic trees with plastic Halloween-theme ornaments suspended from the branches thereof.
CI CLUB INTERNATIONAL		Luggage sets, duffle bags, garment bags, briefcases, backpacks, totes, travel bags, and handbags.
FLORENZI		Luggage, duffle bags, garment bags for travel, tote bags, travel bags, athletic bags, beach bags, overnight bags, cosmetic and toiletry cases sold empty, knapsacks, luggage tags, suitcases; briefcases, attache cases, book bags, school bags, business and credit card cases, briefcase-type portfolios; backpacks, waistpacks, handbags, purses, wallets, billfolds, shoulder bags, clutch purses, key cases, coin purses, diaper bags, and infant carriers worn on the body, Women’s clothing, namely, pants, shirts, blouses, and jackets, Watches sold to discount stores, outlet stores and off-price retail stores, men’s clothing; namely, shirts, sweaters, jeans, pants, jackets.
MERRY GO ROUND KIDS		Children’s, infants’ and toddlers’ clothing, namely, shirts, pants, shorts, hats, jumpsuits, overalls, shortalls, sweaters, jackets, coats, jeans, warm-up suits, rompers, swimwear, sweatshirts, sweatpants and coveralls.
I. O. U.		Clothing, namely, shirts, pants, skirts, sweaters, jackets, socks, shoes, knit tops, blouses, coats, blazers, sweatshirts, ties, belts.
XXXXXXXX & IVY		Female clothing, namely, sleepwear, loungewear, robes and dresses.
VILLAGE GARDENER		Hand-operated garden tools, namely, pruners, loppers, xxxxx, shovels, picks, spades, hedgers, trimmers, hoes, sprayers, lawn, watering, and garden hoses; and hose mending kits consisting primarily of plastic hose

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Xxxx		Goods/Services
		connectors, metal hose fittings and connectors; metal cans sold empty and metal lids for cans; metal broom handles; brass lawn ornaments; figures and sculptures made of non-precious metal; hand-operated garden hose reels and holders, all of common metal, hose and plastic spray nozzles; garbage cans, all-purpose portable household containers, containers not of precious metal for household use and non-metal cans sold empty; lawn sprinklers; garden hose-attached sprayers; and bird feeders and bird houses, non-metal hand-operated hose reels; non-metal broom handles; plastic lids for cans; and plastic hose fittings and connectors; plastic figures, statues and figurines.
AUTUMN TAPESTRY		Fragrances for personal use, Figurines and desktop statuary of common metal; ornamental sculptures for indoor/outdoor décor made of non-precious metal, non-luminous and non-mechanical metal signs; baskets of common metals, Candle lanterns, Figurines and desktop statuary made of wood, raffia, fabric and resin; ornamental sculptures for indoor/outdoor décor made of wood and plastic; wall plaques; picture frames not of precious metal; non-metal lawn stakes; decorative plastic flags, Candle holders not made of precious metals; figurines of glass and porcelain; signs and suncatchers made of stained glass; planters for flowers and plants; baskets made of wood.
MEMPHIS BLUES		Girls’ and women’s clothing, namely, jeans, jackets, shorts, sweatshirts, sweat pants, tops, bottoms, dresses, sweaters, jumpsuits and footwear, men’s clothing and accessories, namely, jeans.
SUSSEX CLOCK WORKS		Clocks.
XXXXX XXXXX		Clothing, namely, men’s suits, sport coats, pants, dress shirts, and ties.
X. XXXXXXX		Men’s clothing and accessories, namely, pants, ties.
THERMA PLUSH		Bed blankets and throws.

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