Fifth Amendment to Sears License Agreement (Off Mall) (This exhibit has been filed with the Securities and Exchange Commission and is retained at the office of the Company.)

EXHIBIT 10.57

                   Fifth Amendment to Sears License Agreement
                                   (Off Mall)

          (This exhibit has been filed with the Securities and Exchange
            Commission and is retained at the office of the Company.)


                                       46
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Filed: May 16th, 2003
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