Design Services Agreement - Polo Ralph Lauren Enterprises LP and Jones Apparel Group Inc.


      DESIGN SERVICES AGREEMENT dated as of October 18, 1995, by and between
Polo Ralph Lauren Enterprises, L.P. (the 'Design Partnership'), with a place of
business at 650 Madison Avenue, New York, New York 10022 and Jones Apparel
Group, Inc. (the 'Company') with a place of business at 250 Rittenhouse Circle,
Bristol, Pennsylvania 19007.

      Ralph Lauren ('Lauren') is an internationally famous designer who has been
twice inducted into the Coty Hall of Fame for his design of men's and women's
fashions, is the recipient of the CFDA Lifetime Achievement Award, and is a
creator of original designs for cosmetics, jewelry, home furnishings and other
products.

      Polo Ralph Lauren, L.P., a Delaware limited partnership ('Polo'), holds
the right and interest in and to certain trademarks and trade names, as same may
be used in connection with the manufacture and sale of Licensed Products, as
hereinafter defined, and on even date herewith, the Company has obtained the
right to use a specified trademark (the 'Trademark') in connection with the
Licensed Products, pursuant to a license agreement ('License Agreement') of even
date herewith by and between the Company and Polo.

      The value of the Trademark is largely derived from the reputation, skill
and design talents of Lauren, and Lauren, directly and through his designees,
provides design services through the Design Partnership.

      The Company desires to obtain the services of the Design Partnership in
connection with the creation and design of the Licensed Products.

      The Company desires, in order to exploit the rights granted to it under
the License Agreement, to engage and retain the Design Partnership to create and
provide to the Company the designs for its line of Licensed Products. The Design
Partnership is willing to furnish such designs and render such services on the
basis hereinafter set forth. As used herein, the term 'Licensed Products' shall
have the meaning set forth in the License Agreement.

      In consideration of the foregoing premises and of the mutual promises and
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:


      1.  Designs; Assistance.

      1.1 The parties understand and agree that the Company will be principally
responsible for the development and presentation


                                        1

to the Design Partnership of designs for Licensed Products, which designs will
be reviewed by the Design Partnership and which the Design Partnership may
approve, disapprove or modify in its sole discretion, in accordance with the
terms and conditions set forth herein.

      1.2 The Design Partnership and the Company shall create each season, from
the Design Partnership's ideas, a program of design themes and concepts with
respect to the design of the Licensed Products ('Design Concepts'), which shall
be embodied in written descriptions of design themes and concepts, designs and
sketches of all looks for the season, and samples of trim and fabrics in the
desired qualities and colors. The Company and the Design Partnership shall
confer on Design Concepts and shall make such modifications as are required to
meet the Design Partnership's final approval, which final approval may be
granted or withheld in the Design Partnership's sole discretion.

      1.3 The Design Partnership may engage such employees, agents, and
consultants operating under the Design Partnership's creative supervision and
control as it may deem necessary and appropriate.

      1.4 From time to time while this Agreement is in effect, the Design
Partnership may (a) develop or modify and implement designs from the Design
Concepts or other designs furnished by the Design Partnership or (b) develop and
implement new designs.

      1.5 The Company shall be principally responsible for creating designs for
each season consistent in all respects with the approved Design Concepts for
that season, and shall consult with the Design Partnership in good faith with
respect to all such designs.

      1.6 The Company understands that all or portions of the Design Concepts
may be furnished to the Company through or in cooperation with other entities to
which the Design Partnership has provided design services. The Company upon its
prior written authorization shall pay all costs, including shipping and handling
charges, for fabric swatches or mill chips, sketches, specifications, paper
sample patterns and product samples furnished to the Company by the Design
Partnership or such other entities.

      1.7 All patents and copyrights on designs of the Licensed Products created
or supplied by the Design Partnership shall be owned exclusively, and applied
for, by the Design Partnership or its designee, at the Design Partnership's
discretion and expense, and shall designate the Design Partnership or its
designee as the patent or copyright owner, as the case may be, therefor. All
patents and copyrights on designs of the Licensed Products created or supplied
by the Company shall be owned exclusively,


                                        2

and applied for, by the Company or its designee, at the Company's discretion and
expense, and shall designate the Company or its designee as the patent or
copyright owner, as the case may be, therefor.

      1.8 Company acknowledges that the Licensed Products contain elements which
in concept, execution and/or presentation are unique. Company agrees that it
will not, during the term of the Agreement, use any designs submitted or
modified by the Design Partnership or any designs which are comparable and/or
competitive with Licensed Products and which may be identified as Design
Partnership designs.

      2.  Design Legends; Copyright Notice and License.

      2.1 All designs, patterns, sketches, artwork, logos and other materials of
Licensed Products and the use of such designs, artwork, sketches, logos and
other materials created by the Design Partnership or the Design Studio, or,
subject to paragraph 2.7 hereof, created by or for the Company and reviewed and
approved by the Design Partnership, or developed by or for the Company from
Design Concepts or subsequent design concepts furnished or approved by the
Design Partnership (all of which shall hereinafter constitute Design Concepts),
shall be the property of the Design Partnership and shall be subject to the
provisions of this paragraph 2.

      2.2 All right, title and interest in and to the samples, sketches, design,
artwork, logos and other materials furnished to Company by the Design
Partnership, and in all logos or crests which become associated with the
Trademark, regardless of whether such logos or crests are created or furnished
by the Company or the Design Partnership, are hereby assigned to and shall be
the sole property of the Design Partnership. The Company shall cause to be
placed on all Licensed Products appropriate notice designating the Design
Partnership as the copyright or design patent owner thereof, as the case may be.
The manner of presentation of said notices shall be reviewed and approved by the
Design Partnership prior to use thereof by the Company.


                                        3

      2.3. The Design Partnership hereby grants to the Company the exclusive
right, license and privilege ('License') to use the designs furnished hereunder
and all copyrights, if any, and patents, if any therein; provided, however, that
the License is limited to use in connection with Licensed Products manufactured
and sold, or imported and sold, pursuant to the License Agreement and only for
the seasonal collection for which such Design Concepts are approved. All other
rights in and to the designs furnished hereunder, including without limitation
all rights to use such designs in connection with products other than Licensed
Products (as defined in the License Agreement) and in territories other than the
Territory (as defined in the License Agreement) are expressly reserved by the
Design Partnership. The License shall continue only for such period as this
Agreement shall be effective. The Design Partnership shall execute and deliver
to the Company all documents and instruments necessary to perfect or evidence
the License. Upon termination of this Agreement, for any reason whatsoever, any
and all of the Company's right, title and interest in and to the License shall
forthwith and without further act or instrument be assigned to, revert to and be
the sole and exclusive property of the Design Partnership, and the Company shall
have no further or continuing right or interest therein, except the limited
right to complete the manufacture of and sell Licensed Products during any
Disposal Period, as set forth in paragraph 6.3 hereof. In addition, the Company
shall thereupon (i) execute and deliver to the Design Partnership all documents
and instruments necessary to perfect or evidence such reversion, (ii) refrain
from further use of any of the Design Concepts and (iii) refrain from
manufacturing, selling or distributing any products (whether or not they bear
the Trademark) which are confusingly similar to or derived from the Licensed
Products or Design Concepts.

      2.4 Company shall not sublicense any of the rights granted hereunder
without first obtaining the Design Partnership's prior written consent in
connection therewith, which consent may be withheld by the Design Partnership in
its sole discretion.

      2.5 The Design Partnership represents and warrants to the Company that it
has full right, power and authority to enter into this Agreement, to perform all
of its obligations hereunder and to consummate all of the transactions
contemplated herein.

      2.6 The Company represents and warrants to the Design Partnership that the
Company has full right, power and authority to enter into this Agreement, to
perform all of its obligations hereunder and to consummate all the transactions
contemplated herein.

      3.  Licensed Products.

      3.1 All aspects of the design of Licensed Products for each


                                        4

season, including, but not limited to, the type and quality of materials,
colors, workmanship, styling, detail, dimensions and construction to be used in
connection therewith, shall strictly adhere to the Design Concepts approved by
the Design Partnership for such season. In addition, all Licensed Products shall
be at least of the same quality as comparable products in the Jones New York
line as of the date of this Agreement.

      3.2 In the event that any Licensed Product is, in the judgment of the
Design Partnership, not designed, manufactured or sold in strict adherence to
the approved Design Concepts, or if the quality is below the standards required
hereunder, the Design Partnership shall notify the Company thereof in writing
and the Company shall promptly repair or change such Licensed Product to conform
strictly thereto. If an item of Licensed Product as repaired or changed does not
strictly conform to the Final Prototypes and such strict conformity or
improvement in quality cannot be obtained after at least one (1) resubmission,
the Trademark shall be promptly removed from the item, at the option of the
Design Partnership, in which event the item may be sold by the Company without
payment or compensation hereunder.

      3.3 The Design Partnership and its duly authorized representative shall
have the right, upon reasonable notice during normal business hours, to inspect
all facilities utilized by the Company (and its contractors and suppliers) in
connection with the preparation of Prototypes and the manufacture, sale, storage
or distribution of Licensed Products pursuant hereto and to examine Licensed
Products in process of manufacture and when offered for sale within the
Company's operations. The Company hereby consents to the Design Partnership's
examination of Licensed Products held by its customers for resale provided the
Company has such right of examination. The Company shall take all necessary
steps, and all steps reasonably requested by the Design Partnership, to prevent
or avoid any misuse of the licensed designs by any of its customers, contractors
or other resources.

      3.4 The Company shall comply with all laws, rules regulations and
requirements of any governmental body which may be applicable to the
manufacture, distribution, sale or promotion of Licensed Products. The Company
shall advise the Design Partnership to the extent any Final Prototype does not
comply with any such law, rule, regulation or requirement.


                                        5

      3.5 The Company shall upon request make its personnel, and shall use its
best efforts to make the personnel of any of its contractors, suppliers and
other resources, available by appointment during normal business hours for
consultation with the Design Partnership. The Company shall make available to
the Design Partnership, upon reasonable notice, marketing plans, reports and
information which the Company may have with respect to Licensed Products.

      3.6 The Company may employ subcontractors for the manufacture of Licensed
Products solely on the terms set forth in paragraph 16.4 of the License
Agreement.

      4.  Compensation; Accounting.

      4.1 As compensation for the designs and services rendered hereunder, the
Company shall pay minimum compensation to the Design Partnership each year
during the term of this Agreement. The minimum compensation to the Design
Partnership in connection with the manufacture and sale and importation and sale
of Licensed Products for each year shall be as follows:

            Year 1 (1997)                       $ [ * * * ]
            Year 2                              $ [ * * * ]
            Year 3                              $ [ * * * ]
            Year 4                              $ [ * * * ]
            Year 5                              $ [ * * * ]

Minimum compensation for each year shall be paid on a quarterly basis, beginning
with the minimum compensation payment to be made for the [ * * * ], in the
manner set forth in paragraph 6.2 below. No credit shall be permitted against
minimum compensation payable in any year on account of actual or minimum
compensation paid in any other year, and minimum compensation shall not be
returnable. Minimum Compensation for each year of the 'Renewal Term' (as defined
in paragraph 8 of the Licensee Agreement) shall be an amount equal to [ * * * ]
percent ([***]%) of the actual earned compensation due to the Design Partnership
for sales of Licensed Products in 2001. For the purposes of this Agreement, the
term 'year' shall mean a period of twelve (12) months commencing on each January
1 during the term of this Agreement; provided, however, that the 'first year',
or 'Year 1' shall mean the period commencing on the date hereof and expiring on
December 31, 1997 [ * * * ].

      4.2 The Company shall pay to the Design Partnership earned compensation
based on the net sales price of Licensed Products manufactured or imported and
sold by the Company hereunder. Earned compensation shall equal [ * * * ] percent
([***]%) of the net sales price of all Licensed Products sold under this
Agreement, including, without limitation, sales made pursuant to paragraph 6.3
hereof; provided, however, that Licensor hereby


                                        6

waives earned royalties with respect to Licensed Products sold and shipped prior
to December 31, 1996 for the Fall 1996 and Cruise/Holiday 1996 seasons, but
Licensor does not waive earned royalties in respect of Licensed Products for the
Spring 1996 season, even if such Licensed Products are are sold and shipped
prior to December 31, 1996. The Company shall prepare or cause to be prepared
statements of operations for the first month in which Licensed Products are
offered for sale to the trade, and for each month thereafter for so long as the
Company is offering Licensed Products for sale hereunder, which statements shall
be furnished to the Design Partnership together with the earned compensation due
for each such month on the last day of the following month. The statement and
compensation payment provided on the last day of each April (for the month of
March), July (for the month of June), October (for the month of September) and
January (for the month of December) during the term shall also include the
Company's minimum compensation obligation for the preceding calendar quarter,
less the aggregate earned compensation paid for such calendar quarter. The term
'net sales price' shall mean the gross sales price of all Licensed Products sold
under this Agreement to retailers or, with respect to Licensed Products that are
not sold directly or indirectly to retailers, other ultimate consumers (as in
the case of accommodation sales by Company to its employees or sales by Company
in its own stores), less trade discounts, merchandise returns, sales tax (if
separately identified and charged) and markdowns and/or chargebacks which, in
accordance with generally accepted accounting principles, would normally be
treated as deductions from gross sales, and which, in any event, do not include
any chargebacks or the like for advertising, fixture or retail shop costs or
contributions, or contributions for in-store personnel. No other deductions
shall be taken. Any merchandise returns shall be credited in the month in which
the returns are actually made. For purposes of this Agreement, affiliates of the
Company shall mean all persons and business entities, whether corporations,
partnerships, joint ventures or otherwise, which now or hereafter control, or
are owned or controlled, directly or indirectly by the Company, or are under
common control with the Company. It is the intention of the parties that
compensation will be based on the bona fide wholesale prices at which the
Company sells Licensed Products to independent retailers in arms' length
transactions. In the event the Company shall sell Licensed Products to its
affiliates, compensation shall be calculated on the basis of such a bona fide
wholesale price irrespective of the Company's internal accounting treatment of
such sale unless such products are sold by its affiliates directly to the
end-user consumer, in which case compensation shall be calculated on the basis
of the price paid by the end-user consumer, less applicable taxes; provided,
however, that compensation on sales to Licensee Outlet Stores (as defined in
paragraph 3.3 of the License Agreement) shall be calculated on the basis of the
actual invoice price to such Licensee Outlet Stores, but in no event less than


                                        7

an amount equal to twenty-five percent (25%) less than the regular wholesale
price of such Licensed Products. The Company shall identify separately in the
statements of operations provided to the Design Partnership pursuant to
paragraph 7 hereof, all sales to affiliates.

      4.3 The Company shall reimburse the Design Partnership for all its travel
and promotion expenses incurred by the Design Partnership or Polo in the
performance of the Design Partnership's duties under this Agreement with the
prior written approval of the Company. Amounts payable to the Design Partnership
pursuant to this paragraph shall become due and payable monthly within thirty
(30) days of the date of mailing of the invoices, accompanied by corresponding
receipts, for such costs incurred during the preceding month.

      4.4 If the payment of any installment of compensation is delayed for any
reason, interest shall accrue on the unpaid principal amount of such installment
from and after the date on which the same became due pursuant to paragraphs 4.1
or 4.2 hereof at the lower of the highest rate permitted by law in New York and
two percent (2%) per annum above the prime rate of interest in effect from time
to time at Chemical Bank, New York, New York or its successor.

      4.5 The Company shall at all times keep an accurate account of all
operations within the scope of this Agreement and shall render a full statement
of such operations in writing to the Design Partnership in accordance with
paragraph 4.1 hereof. Such statements shall account separately for each
different product category and shall include all aggregate gross sales, trade
discounts, merchandise returns, sales of miscuts and damaged merchandise and net
sales price of all sales for the preceding three (3) month period. Such
statements shall be in sufficient detail to be audited from the books of the
Company. Once annually, which may be in connection with the regular annual audit
of the Company's books, the Company shall furnish an annual statement of the
aggregate gross sales, trade and prompt payment discounts, merchandise returns
and net sales price of all Licensed Products made or sold by the Company,
certified by Company's independent accountant or chief financial officer. Each
quarterly financial statement furnished by Company shall be certified by the
chief financial officer of the Company or a certified public accountant who may
be in the employ of the Company. The Design Partnership and its duly authorized
representatives, on reasonable notice, shall have the right, no more than once
in each year during regular business hours, for the duration of the term of this
Agreement and for three (3) years thereafter, to examine the books of account
and records and all other documents, materials and inventory in the possession
or under the control of the Company and its successors with respect to the
subject matter of this Agreement. All such books of


                                        8

account, records and documents shall be maintained and kept available by the
Company for at least the duration of this Agreement and for three (3) years
thereafter. The Design Partnership shall have free and full access thereto in
the manner set forth above and shall have the right to make copies and/or
extracts therefrom. If as a result of any examination of the Company's books and
records it is shown that the Company's payments to the Design Partnership
hereunder with respect to any twelve (12) month period were less than or greater
than the amount which should have been paid to the Design Partnership by an
amount equal to three and one-half percent (3 1/2%) of the amount which should
have been paid during such twelve (12) month period, the Company will, in
addition to reimbursement of any underpayment, with interest from the date on
which each payment was due at the rate set forth in paragraph 4.4 hereof,
promptly reimburse the Design Partnership for the cost of such examination.

      4.6 The obligation of the Company to pay compensation hereunder shall be
absolute notwithstanding any claim which the Company may assert against Polo or
the Design Partnership. The Company shall not have the right to set-off,
compensate or make any deduction from such compensation payments for any reason
whatsoever.

      5.  Death or Incapacity of Lauren.

      The Design Partnership shall perform its obligations hereunder
notwithstanding any death or incapacity of Lauren and the Company shall accept
the services of the Design Partnership.

      6.  Term and Termination.

      6.1 Unless sooner terminated in accordance with the terms and provisions
hereof, this Agreement shall continue in effect for so long as the License
Agreement is in effect and shall terminate upon the termination of the License
Agreement.


                                        9

      6.2 Each of the following shall constitute an event of default ('Event of
Default') hereunder: (i) any compensation is not paid when due and such default
continues for more than ten (10) days after notice thereof; (ii) the Company
shall fail to timely present for sale to the trade a broadly representative and
fair collection of each seasonal collection of Licensed Products designed by the
Design Partnership or the Company shall fail to timely ship a material portion
of the orders of Licensed Products it has accepted; (iii) the Company shall use
the designs in an unauthorized or improper manner and/or Company shall make an
unauthorized disclosure of confidential information or materials given or loaned
to Company by the Design Partnership or Polo; or (iv) the Company defaults in
performing any of the other terms of this Agreement and continues in such
default for a period of thirty (30) days after notice thereof (unless the
default cannot be cured within such thirty (30) day period and the Company shall
have commenced to cure the default and proceeds diligently thereafter to cure
within an additional fifteen (15) day period); (v) an event of default shall
occur under the License Agreement or any other design agreement entered into
between the Company and the Design Partnership or license agreement between the
Company and Polo; or (vi) the License Agreement shall be terminated for any
reason whatsoever. If any Event of Default other than that described in
paragraph 6.2(vi) shall occur, the Design Partnership shall have the right,
exercisable in its sole discretion, to terminate this Agreement upon ten (10)
days' written notice to the Company of its intention to do so. Upon the
expiration of such ten (10) day period, this Agreement shall terminate and come
to an end and, subject to paragraph 6.3 hereof, all rights of the Company in and
to the designs furnished or used hereunder and all copyrights and designs
patents therein and their contemplated use shall terminate. If the Event of
Default described in paragraph 6.2(vi) shall occur, this Agreement and the
License shall thereupon forthwith terminate and come to an end without any need
for notice to the Company. Termination of this Agreement shall be without
prejudice to any remedy of the Design Partnership for the recovery of any monies
then due to it under this Agreement or in respect of any antecedent breach of
this Agreement, and without prejudice to any other right of the Design
Partnership, including without limitation, damages for breach to the extent that
the same may be recoverable.

      6.3 In the event Polo chooses not to exercise the option referred to in
paragraph 10.1 of the License Agreement with respect to all or any portion of
the Licensed Products (as therein defined), the Company may dispose of Licensed
Products, to the extent permitted by and in the manner set forth in paragraph
10.2 of the License Agreement. Such sales shall be subject to the payment of
earned compensation pursuant to paragraph 4.2 hereof. Upon the conclusion of the
disposal period all rights and interests in and to the designs furnished or used


                                       10

hereunder and design patents therein and all copyrights licensed hereby shall
belong to and be the property of the Design Partnership and the Company shall
have no further or continuing right or interest therein.

      6.4 The Company acknowledges and admits that there would be no adequate
remedy at law for its failure to cease the manufacture or sale of Licensed
Products at the termination of this Agreement, by expiration or otherwise, and
the Company agrees that in the event of such failure, the Design Partnership
shall be entitled to relief by way of temporary or permanent injunction and such
other and further relief as any court with jurisdiction may deem proper.

      6.5 It is expressly understood that under no circumstances shall the
Company be entitled, directly or indirectly, to any form of compensation or
indemnity from the Design Partnership, Lauren, Polo or their affiliates as a
consequence to the termination of this Agreement, whether as a result of the
passage of time, or as the result of any other cause of termination referred to
in this Agreement. Without limiting the generality of the foregoing, by its
execution of the present Agreement, the Company hereby waives any claim which it
has or which it may have in the future against the Design Partnership, Lauren,
Polo, Polo Ralph Lauren Corporation or their affiliates, arising from any
alleged goodwill created by the Company for the benefit of any or all of the
said parties or from the alleged creation or increase of a market for Licensed
Products.

      7.  Indemnity.

      7.1 The Company shall indemnify and save and hold the Design Partnership,
Lauren, Polo and Polo Ralph Lauren Corporation, and their directors, officers,
servants, agents and employees, harmless from and against any and all liability,
claims, causes of action, suits, damages and expenses (including reasonable
attorney's fees and expenses in actions involving third parties or between the
parties hereto), which they, or any of them, are or become liable for, or may
incur, or be compelled to pay by reason of any acts, whether of omission or
commission, that may be committed or suffered by the Company or any of its
directors, officers, servants, agents or employees in connection with the
Company's performance of this Agreement, in connection with Licensed Products
manufactured by or on behalf of the Company or otherwise in connection with the
Company's business; provided, however, that the Company shall not be responsible
for any liability, claims, causes of action, suits, damages or expenses incurred
or suffered by the Design Partnership, Lauren, Polo or Polo Ralph Lauren
Corporation, or their directors, officers, servants, agents and employees in
connection with any suit or proceeding for infringement of another's design
patent, trademark, copyright or other proprietary rights brought against


                                       11

them as a result of the Company's use of the Trademark, or the Design Concepts
furnished by the Design Partnership hereunder, in strict accordance with the
terms and conditions of this Agreement and the License Agreement.

      8.  Disclosure.

      The Design Partnership and the Company, and their affiliates, employees,
attorneys, bankers and accountants, shall hold in confidence and not use or
disclose, except as permitted by this Agreement, (i) confidential information of
the other or (ii) the terms of this Agreement, except upon consent of the other
or pursuant to, or as may be required by law, or in connection with regulatory
or administrative proceedings and only then with reasonable advance notice of
such disclosure to the other. The Company shall take all reasonable precautions
to protect the secrecy of the materials, samples, sketches, designs, artwork,
logos and other materials used pursuant to this Agreement prior to the
commercial distribution or the showing of samples for sale and shall not sell
any merchandise employing or adapted from any of said designs, sketches,
artwork, logos, and other materials or their use except under the Trademark.

      9.  Miscellaneous.

      9.1 All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been properly given or sent (i)
on the date when such notice, request, consent or communication is personally
delivered, or (ii) five (5) days after the same was sent, if sent by certified
or registered mail or (iii) two (2) days after the same was sent, if sent by
overnight courier delivery or confirmed telecopier, as follows:

      (a)  if to the Company, addressed as follows:

            Jones Apparel Group, Inc.
            250 Rittenhouse Circle
            Bristol, Pennsylvania 19007
            Attention: Mr. Sidney Kimmel
            Telecopier: (215) 785-1795


                                       12

            with a copy to:

            Jones Apparel Group, Inc.
            1411 Broadway
            New York, New York 10018
            Attention: Mr. Herbert Goodfriend
            Telecopier: (212) 921-5370

      (b)   if to the Design Partnership addressed as follows:

            Polo Ralph Lauren Enterprises, L.P.
            650 Madison Avenue
            New York, New York 10022
            Attention:  President
            Telecopier:  212.318.7186

            with a copy to:

            Victor Cohen, Esq.
            Eighth Floor
            650 Madison Avenue
            New York, New York 10022
            Telecopier: 212.318.7183

Anyone entitled to notice hereunder may change the address to which notices or
other communications are to be sent to it by notice given in the manner
contemplated hereby.

      9.2 Nothing herein contained shall be construed to place the parties in
the relationship of partners or joint venturers, and neither the Design
Partnership nor the Company shall have any power to obligate or bind the other
in any manner whatsoever, except as otherwise provided for herein.

      9.3 None of the terms hereof can be waived or modified except by an
express agreement in writing signed by the party to be charged. The failure of
any party hereto to enforce, or the delay by any party in enforcing, any of its
rights hereunder shall not be deemed a continuing waiver or a modification
thereof and any party may, within the time provided by applicable law, commence
appropriate legal proceedings to enforce any and all of such rights. All rights
and remedies provided for herein shall be cumulative and in addition to any
other rights or remedies such parties may have at law or in equity. Any party
hereto may employ any of the remedies available to it with respect to any of its
rights hereunder without prejudice to the use by it in the future of any other
remedy with respect to any of such rights. No person, firm or corporation, other
than the parties hereto and


                                       13

Polo, shall be deemed to have acquired any rights by reason of anything
contained in this Agreement.

      9.4 The Design Partnership may assign its right to receive all or any
portion of its compensation under this Agreement and, in addition, this
Agreement and all of the Design Partnership's rights, duties and obligations
hereunder may be assigned by the Design Partnership to any entity to which the
right to own or use the Trademark has been assigned, or to an affiliate of any
such entity. The Company may not assign its rights and obligations under this
Agreement without the prior written consent of the Design Partnership, which may
be withheld in the Design Partnership's sole discretion.

      9.5 The Company will comply with all laws, rules, regulations and
requirements of any governmental body which may be applicable to the operations
of the Company contemplated hereby, including, without limitation, as they
relate to the manufacture, distribution, sale or promotion of Licensed Products,
notwithstanding the fact that the Design Partnership may have approved such item
or conduct.

      9.6 This Agreement shall be binding upon and inure to the benefit of the
successors, heirs and permitted assigns of the parties hereto.

      9.7 This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, applicable to contracts made and to be wholly
performed therein without regard to its conflicts of law rules.

      9.8 If any dispute between the parties leads to litigation, the parties
agree that the courts of the State of New York in the City of New York, or the
federal courts in that City, shall have the exclusive jurisdiction and venue
over such litigation. All parties consent to personal jurisdiction in the State
of New York, and agree to accept service of process outside of the State of New
York as if service had been made in that state. Notwithstanding anything to the
contrary set forth herein, neither Polo Ralph Lauren Corporation nor any other
general or limited partner of the Design Partnership shall be liable for any
claim based on, arising out of, or otherwise in respect of, this Agreement, and
the Company shall not have nor claim to have any recourse for any such claim
against any general or limited partner of the Design Partnership.

      9.9 In the event of a breach or threatened breach of this Agreement by the
Company, the Design Partnership shall have the right, without the necessity of
proving any actual damages, to obtain temporary or permanent injunctive or
mandatory relief in a court of competent jurisdiction, it being the intention of
the parties that this Agreement be specifically enforced to the maximum extent
permitted by law.


                                       14

      9.10 Provisions of this Agreement are severable, and if any provision
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
then such invalidity or unenforceability shall affect only such provision, or
part thereof, in such jurisdiction and shall not in any manner affect such
provision in any other jurisdiction, or any other provision in this Agreement in
any jurisdiction. To the extent legally permissible, an arrangement which
reflects the original intent of the parties shall be substituted for such
invalid or unenforceable provision.

      9.11 The paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Any ambiguity in this Agreement shall not be construed against
the party who prepared this Agreement.

      9.12 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused the same to be executed by a duly authorized officer as of the day and
year first above written.


                                    POLO RALPH LAUREN ENTERPRISES, L.P.

                                    By: Polo Ralph Lauren Corporation,
                                        General Partner



                                    By: /s/Michael Newman
                                        -------------------------------

                                    JONES APPAREL GROUP, INC.


                                    By: /s/ Sidney Kimmel
                                        -------------------------------


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