CONSULTING AGREEMENT



This Agreement is made and entered into as of the 1st day of January,

2003 between BENJAM CONSULTING, LLC ("Benjam"), MARK M. DAVID ("David") (Benjam

and David are hereinafter referred to collectively as the "Consultant") and

MOVIE STAR, INC. (the "Company").





In consideration of the mutual promises made herein and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:





1. The Company hereby engages the Consultant to render consulting services and

advice to the Company upon the terms and conditions set forth herein. The term

of this Agreement shall commence on January 1, 2003 and end on June 30, 2007.





2. During the term of this Agreement, Benjam shall provide the services of David

to provide the Company with such consulting advice as is reasonably requested by

the Company. It is understood and acknowledged by the parties that the value of

Consultant's advice is not readily quantifiable, and that although Consultant

shall be obligated to render the services contemplated by this Agreement upon

the reasonable request of the Company, Consultant shall not be obligated to

spend any specific amount of time in so doing. Consultant's duties may include,

but will not necessarily be limited to:



          A. Rendering advice and assistance in connection with the Company's

     operations, including without limitation, sourcing, manufacturing,

     merchandising, marketing and sales;

          B. Disseminating information about the Company to the investment

     community at large;

          C. Rendering advice and assistance in connection with the preparation

     of annual and interim reports and press releases;

          D. Assisting in the Company's financial public relations;

          E. Arranging and attending, on behalf of the Company, at appropriate

     times, meetings with investment bankers and financial advisors retained by

     the Company;

          F. Rendering advice with regard to internal operations, including: the

     formation of corporate goals and their implementation; the Company's

     financial structure and its divisions or subsidiaries; when and if

     necessary and possible, additional financing through banks and/or insurance

     companies; and corporate organization and personnel;

          G. Rendering advice with regard to any of the following corporate

     finance matters: changes in the capitalization of the Company; changes in



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     the Company's corporate structure; redistribution of shareholdings of the

     Company's stock; offerings of securities in public and private

     transactions; alternative uses of corporate assets; and structure and use

     of debt;



In addition to the foregoing, Consultant agrees to furnish advice to the Company

in connection with (A) the acquisition of and/or merger with other companies,

the sale of the Company itself, or any of its assets, subsidiaries or

affiliates, or similar type of transaction, and (B) financings from financial

institutions, including but not limited to lines of credit, performance bonds,

letters of credit, loans or other financings .



Consultant shall also render such other consulting services as may from time to

time be agreed upon by Consultant and the Company.



3. The Company shall pay to Benjam an annual fee of $225,000.00 in monthly

installments of $18,750.00, the first payment due upon the execution of this

Agreement; and thereafter on the first day of each calendar month during the

term of this Agreement.





4. In addition to the annual fee payable hereunder, Consultant shall be entitled

to reimbursement from the Company for all travel and out-of-pocket expenses

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