TRADEMARK LICENSE AND PRODUCT PROMOTION AGREEMENT



          This Agreement is made and entered into this 17 day of December, 2001,

by and between KOBRA INTERNATIONAL,  LTD., a New York corporation with office at

525 Seventh  Avenue,  New York,  New York 10018  (hereinafter,  "KOBRA"),  f/s/o

NICOLE  MILLER,  an  individual  (hereinafter,  "NICOLE  MILLER"),  and  SEL-LEB

MARKETING,  INC.  a New York  corporation  with  offices  at 495  River  Street,

Paterson, New Jersey 07524 (hereinafter, "SEL-LEB").



                                    RECITALS



         WHEREAS, NICOLE MILLER is a shareholder, executive officer and employee

of KOBRA,  and KOBRA has the right to  license  the name,  likeness,  autograph,

portrait  and  picture  (hereinafter  collectively  referred  to as the  "Miller

Rights")  of NICOLE  MILLER  and to provide  the  services  of NICOLE  MILLER as

provided for hereunder; and,



         WHEREAS,  KOBRA  is the  owner of the  trademark  "Nicole  Miller"  and

certain  simulations and variations  thereof as described in Schedule "A" hereto

(hereinafter referred to as the "Marks").



         WHEREAS,  SEL-LEB is in the  business  of,  INTER  ALIA,  manufacturing

celebrity  endorsed  consumer products and distributing same through a number of

Electronic Retailers (as hereinafter defined); and



         WHEREAS,  SEL-LEB  desires  to obtain a license  from  KOBRA to use the

Marks and Miller Rights on and in connection  with the promotion and sale of the

Licensed  Products (as  hereinafter  defined) in the Territory  (as  hereinafter

defined);



         WHEREAS,  SEL-LEB  desires to obtain the services of NICOLE MILLER,  to

assist in the  design of and  endorse  and  promote  the  Licensed  Products  on

Electronic  Retailers'  Programming Services (as hereinafter defined) throughout

the Territory;



         WHEREAS,  SEL-LEB  acknowledges  that  the  Marks,  Miller  Rights  and

associated goodwill are of great significance and value to KOBRA and that strict

adherence  to the  quality  control  standards  provided  in this  Agreement  is

essential to the maintenance of the significance and value of the Marks,  Miller

Rights and associated goodwill; and,



         WHEREAS,  KOBRA  desires  to grant a license  for the Marks and  Miller

Rights to SEL-LEB,  and provide the services of NICOLE  MILLER,  as  hereinafter

provided upon the terms and conditions hereafter set forth.



                                       1

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         NOW, THEREFORE, in consideration of the foregoing and the covenants and

agreements hereinafter set forth, the parties agree as follows:



         1.       DEFINITIONS.



                  "Close-Out  Sales" as used herein shall mean sales of Licensed

Products by SEL-LEB for less than 75% of its regular wholesale price to discount

retailers with the consent of KOBRA.



                  "Electronic  Retailers"  as used  herein  shall mean  entities

which sell a variety of consumer products by means of live programming services,

via satellite  transmissions,  broadcast television stations, and via affiliated

cable  television  systems,  including  only QVC,  Home  Shopping  Network,  and

NBC@HOME  within  the  United  States  and the  affiliates,  partners  and joint

venturers  or  each  of the  foregoing  outside  of the  United  States,  unless

otherwise mutually agreed by the parties hereto.



                  "Electronic  Retailers'  Programming  Services" as used herein

shall  mean  programming  services  of a  Electronic  Retailers'  via  satellite

transmissions,   broadcast  television   stations,   and  via  affiliated  cable

television systems.



                  "Indemnified  Party" as used herein shall mean a party seeking

indemnification.



                  "Indemnifying  Party" as used  herein  shall mean a party from

whom indemnification is sought.



                  "Inventory"  as used herein  shall mean any and all  remaining

(i.e.  on hand or in stock)  Licensed  Products and tangible  items  bearing the

Marks or Miller  Rights,  including but not limited to, raw material,  "Works in

Progress" (as hereinafter defined), labels, tags, etc.



                  "Licensed  Products"  as used  herein  shall mean all  jewelry

categories,  excluding  watches,  made with the following:  sterling silver, 10k

gold 14k gold and 18 kt gold, and all precious  stones and semi precious  stones

as well as diamonds and  synthetic  stones such as cubic  zirconia and synthetic

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