License Agreement - Tommy Hilfiger Licensing Inc. and Pepe Jeans London Corp.


                                LICENSE AGREEMENT

                                     BETWEEN

                          TOMMY HILFIGER LICENSING, INC.

                                       AND

                          PEPE JEANS LONDON CORPORATION







    ARTICLE 1.   DEFINITIONS...............................................2
         1.1     AFFILIATES OF LICENSEE....................................2
         1.2     AGREEMENT.................................................3
         1.3     ANNUAL PERIOD.............................................3
         1.4     CLOSE-OUTS................................................3
         1.5     FULL PRICE SALES..........................................3
         1.6     GROSS SALES...............................................3
         1.7     GUARANTEED MINIMUM ROYALTY................................3
         1.8     INDEX.....................................................3
         1.9     INVENTORY.................................................3
         1.10    INVENTORY SCHEDULE........................................3
         1.11    LABELS....................................................3
         1.12    LICENSED PRODUCTS.........................................3
         1.13    MANUFACTURED PRODUCTS ....................................3
         1.14    MINIMUM SALES LEVEL.......................................3
         1.15    NET SALES.................................................4
         1.16    OFF-PRICE SALES...........................................4
         1.17    PERCENTAGE ROYALTY........................................4
         1.18    PURCHASED PRODUCTS .......................................4
         1.19    SEASONAL COLLECTIONS......................................4
         1.20    SECONDS...................................................4
         1.21    TERM......................................................4
         1.22    TERRITORY.................................................4
         1.23    TRADE SECRETS.............................................4
         1.24    TRADEMARK.................................................4

    ARTICLE 2.   GRANT.....................................................4
         2.1     LICENSE...................................................4
         2.2     RESERVATIONS..............................................5
         2.3     TERRITORY.................................................5
         2.4     FIRST REFUSAL.............................................5
         2.5     EXCLUSIVITY...............................................5
         2.6     DEFINITIONAL DISPUTES.....................................6
         2.7     BEST EFFORTS..............................................6
         2.8     SHOWROOMS AND IN-STORE SHOPS..............................6
         2.9     SALES AND DELIVERIES......................................7
         2.10    ORGANIZATION..............................................7
         2.11    USE OF LICENSED LEGEND....................................7
         2.12    PURCHASE OF LICENSED PRODUCTS.............................7

    ARTICLE 3.   TERM OF THE AGREEMENT.....................................8
         3.1     INITIAL TERM..............................................8
         3.2     EXTENSION.................................................8







    ARTICLE 4.   SALES.....................................................8
         4.1     SALES/MARKETING AND PRODUCTION PLANS......................8
         4.2     MINIMUM SALES LEVELS......................................9
         4.3     CERTIFICATION.............................................9

    ARTICLE 5.   LICENSE FEES..............................................9
         5.1     REQUIREMENT OF ROYALTIES..................................9
         5.2     GUARANTEED MINIMUM ROYALTY................................9
         5.3     ACTUAL ROYALTIES.........................................10
         5.4     ROYALTY STATEMENTS.......................................10
         5.5     BOOKS AND RECORDS........................................11
         5.6     TAXES....................................................11
         5.7     UNDERPAYMENTS............................................11
         5.8     MANNER OF PAYMENT........................................11
         5.9     INTEREST ON LATE PAYMENTS................................11
         5.10    NO SET-OFF...............................................12
         5.11    PURCHASES BY LICENSOR'S FLAGSHIP STORES..................12
         5.12    FINANCIAL STATEMENTS.....................................12

    ARTICLE 6.   REPRESENTATIONS AND WARRANTIES...........................12
         6.1     WARRANTIES AND REPRESENTATIONS OF LICENSOR...............12
         6.2     WARRANTIES AND REPRESENTATIONS OF LICENSEE...............14

    ARTICLE 7.   ADVERTISING..............................................14
         7.1     ADVERTISING..............................................14
         7.2     ADVERTISING EXPENDITURE..................................15
         7.3     APPROVAL OF PACKAGING, LABELING AND ADVERTISING..........15
         7.4     USE OF TRADEMARK ON INVOICES, ETC........................15
         7.5     LAUNCH...................................................16

    ARTICLE 8.   QUALITY AND STANDARDS....................................16
         8.1     DISTINCTIVENESS AND QUALITY OF THE TRADEMARK.............16
         8.2     SHOPS, STORES, RETAIL OUTLETS............................16
         8.3     SAMPLES OF MANUFACTURED PRODUCTS.........................17
         8.4     NON-CONFORMING PRODUCTS..................................17
         8.5     APPROVALS................................................18
         8.6     APPROVAL WITHDRAWAL......................................18
         8.7     SAMPLES, ARTWORK AND KNOW-HOW............................18
         8.8     CONFIDENTIALITY..........................................19
         8.9     MANUFACTURE OF LICENSED PRODUCTS BY THIRD PARTIES........19
         8.10    MARKING, LABELING AND PACKAGING IN ACCORDANCE
                 WITH APPLICABLE LAWS.....................................20
         8.11    DISPOSAL OF SECONDS AND CLOSE-OUTS.......................20
         8.12    ASSISTANCE BY LICENSOR...................................21
         8.13    MEETINGS.................................................21
         8.14    DESIGN RIGHTS............................................21







         8.15    PRICING..................................................22

    ARTICLE 9.   THE TRADEMARK............................................22
         9.1     RIGHTS TO THE TRADEMARK..................................22
         9.2     PROTECTING THE TRADEMARK.................................22
         9.3     COMPLIANCE WITH LEGAL REQUIREMENTS.......................22
         9.4     OWNERSHIP OF COPYRIGHT...................................23
         9.5     NOTICE OF INFRINGEMENT...................................23
         9.6     COUNTERFEIT PROTECTION...................................23
         9.7     USE OF OTHER TRADEMARKS..................................23
         9.8     USE OF TRADEMARK ON INVOICES, ETC........................24
         9.9     MONITORING...............................................24

    ARTICLE 10.  INSOLVENCY...............................................24
         10.1    EFFECT OF PROCEEDING IN BANKRUPTCY, ETC..................24
         10.2    RIGHTS, PERSONAL.........................................24
         10.3    TRUSTEE IN BANKRUPTCY....................................24

    ARTICLE 11.  TERMINATION..............................................25
         11.1    OTHER RIGHTS UNAFFECTED..................................25
         11.2    TERMINATION WITHOUT NOTICE...............................25
         11.3    TERMINATION WITH NOTICE..................................26
         11.4    EFFECT OF TERMINATION....................................26
         11.5    INVENTORY UPON TERMINATION...............................26
         11.6    CONTRIBUTION FROM SEL....................................27
         11.7    FREEDOM TO LICENSE.......................................27
         11.8    EQUITABLE RELIEF.........................................27
         11.9    TERMINATION WITHOUT PREJUDICE............................27
         11.10   WAIVER...................................................27

    ARTICLE 12.  RELATIONSHIP BETWEEN THE PARTIES.........................28
         12.1    NO AGENCY................................................28

    ARTICLE 14.  BENEFIT..................................................28
         14.1    BENEFIT..................................................28

    ARTICLE 15.  ENTIRE AGREEMENT; AMENDMENT..............................28
         15.1    ENTIRE AGREEMENT; AMENDMENT..............................28

    ARTICLE 16.  NON-WAIVER...............................................28
         16.1    NON-WAIVER...............................................28

    ARTICLE 17.  ASSIGNMENT...............................................28
         17.1    NO ASSIGNMENT WITHOUT CONSENT............................28
         17.2    SALE OF ASSETS...........................................29







         17.3    SALE OF STOCK/INTEREST...................................29
         17.4    ASSIGNMENT BY LICENSOR...................................29

    ARTICLE 18.  INDEMNIFICATION AND INSURANCE............................29
         18.1    INDEMNIFICATION BY LICENSEE..............................29
         18.2    NOTICE OF SUIT OR CLAIM..................................30
         18.3    INDEMNIFICATION BY LICENSOR..............................30
         18.4    INSURANCE................................................30

    ARTICLE 19.  SEVERABILITY.............................................31
         19.1    SEVERABILITY.............................................31

    ARTICLE 20.  NOTICES..................................................31
         20.1    NOTICES..................................................32

    ARTICLE 21.  SUSPENSION OF OBLIGATIONS................................32
         21.1    SUSPENSION OF OBLIGATIONS................................32

    ARTICLE 22.  EXHIBITS.................................................33
         22.1    EXHIBITS.................................................33

    ARTICLE 23.  OTHER PROVISIONS.........................................33
         23.1    HEADINGS.................................................33
         23.2    COUNTERPARTS.............................................33
         23.3    CONSTRUCTION.............................................33
         23.4    JURISDICTION.............................................33
         23.5    COMPLIANCE WITH LAWS.....................................33

    EXHIBITS
         EXHIBIT A..................................................TRADEMARKS
         EXHIBIT B......................................STATEMENT OF ROYALTIES
         EXHIBIT C........................................SAMPLE APPROVAL FORM
         EXHIBIT D......................................MANUFACTURER AGREEMENT
         EXHIBIT E............................................ADVERTISING FORM
         EXHIBIT F.................................................TERRITORIES
         EXHIBIT G...............................................CERTIFICATION

                                                          EXHIBIT 10 (b)







                                LICENSE AGREEMENT



                   AGREEMENT made effective as of the 1st day of
         February, 1997, by and between TOMMY HILFIGER LICENSING, INC.,
         having an address at 913 N. Market Street, Wilmington, Delaware
         19801 (hereinafter referred to as "Licensor") and Pepe Jeans
         London Corporation, a British Virgin Islands corporation,
         having its registered address at Craigmuir Chambers, P.O. Box
         71, Road Town, Tortola, British Virgin Islands (hereinafter
         referred to as "Licensee").

                              W I T N E S S E T H :

                   WHEREAS, the TOMMY HILFIGER trademarks, as
         hereinafter defined (collectively the "Trademark"), are unique,
         extraordinary and have an established, outstanding reputation
         in connection with certain items of clothing and other
         products; and

                   WHEREAS, Licensor has the right to enter into this
         Agreement; and

                   WHEREAS, Licensee recognizes the great value and
         goodwill associated with the Trademark and that all rights to
         the Trademark and the associated goodwill belong exclusively to
         the Licensor and that the Trademark has acquired a secondary
         meaning to the public; and

                   WHEREAS, Licensee desires to obtain an exclusive
         right to use the Trademark, on and in connection with the
         manufacture, sale and distribution of Licensed Products (as
         hereinafter defined) bearing, incorporating or otherwise
         utilizing the Trademark in the Territory; and

                   WHEREAS, Licensor has agreed to grant to Licensee
         such license under and subject to the terms and conditions
         hereinafter set forth;

                   NOW, THEREFORE, the parties hereto, in consideration
         of the mutual agreements herein contained and promises herein
         expressed, and for other good consideration acknowledged by
         each of them to be satisfactory and adequate, do hereby agree
         as follows:


                             ARTICLE 1.  DEFINITIONS

                   Definitions.  The following terms shall have the
         following meanings when used in this Agreement attached hereto:

                   1.1  AFFILIATES OF LICENSEE 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 Licensee, or
         are under common control with Licensee.


                                       -2-








                   1.2  AGREEMENT shall mean this agreement.

                   1.3  ANNUAL PERIOD shall mean each twelve month
         period commencing on April 1 and ending on March 31, except
         that the first Annual Period shall be the period commencing on
         the date hereof and ending on March 31, 1998.

                   1.4  CLOSE-OUTS shall mean first quality Licensed
         Products which cannot reasonably be sold to regular customers.

                   1.5  FULL PRICE SALES shall mean sales of Licensed
         Products at less than * off of the standard selling price in
         the then current line sheet, as amended from time to time.

                   1.6  GROSS SALES shall mean the invoiced amount of
         Licensed Products shipped by Licensee before any deductions for
         discounts and returns, insurance and freight.

                   1.7  GUARANTEED MINIMUM ROYALTY shall mean the
         minimum royalties payable in each Annual Period as set forth in
         Article 5.2.

                   1.8  INDEX shall mean the Consumer Price Index for
         the United States.  If publication of the Index is
         discontinued, the parties hereto shall accept comparable
         statistics for the United States as computed and published by
         an agency or a responsible financial periodical or recognized
         authority then to be selected by the parties.

                   1.9  INVENTORY shall mean Licensee's inventory of
         Licensed Products and of related work in progress.

                   1.10  INVENTORY SCHEDULE shall mean a complete and
         accurate schedule of Inventory.

                   1.11  LABELS shall mean all labels, tags, packaging
         material, business supplies and advertising and promotional
         materials and all other forms of identification bearing the
         Trademark.

                   1.12  LICENSED PRODUCTS shall mean mens and boys
         sportswear (excluding jeanswear and jeans related apparel).  In
         addition, Licensed Products shall, to the extent permitted by
         Licensor from time to time, include accessories and other
         products which are produced by other licensees of Licensor.

                   1.13  MANUFACTURED PRODUCTS shall mean Licensed
         Products which are manufactured by or for Licensee through
         sources approved by Licensor other than Tommy Hilfiger (Eastern
         Hemisphere) Limited ("THEH") and Tommy Hilfiger U.S.A., Inc.
         ("THUSA").

                   1.14  MINIMUM SALES LEVEL shall mean the minimum Net
         Sales of Licensed Products during each Annual Period as set
         forth in Article 4.2.


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -3-








                   1.15  NET SALES shall mean the gross sales price of
         Licensed Products to retailers who are not Affiliates of
         Licensee, less returns actually allowed and actually received
         by Licensee, price allowances and customary and usual trade
         discounts granted.  Taxes on Net Sales such as value added
         taxes or its equivalent shall be deducted and separately
         listed.  No other deductions shall be taken.  It is the
         intention of the parties that royalties will be based on the
         bona fide wholesale prices at which Licensee sells Licensed
         Products to independent retailers in arms' length transactions.
         In the event Licensee shall sell Licensed Products to its
         Affiliates, royalties shall be calculated on the basis of such
         a bona fide wholesale price irrespective of Licensee's internal
         accounting treatment of such sale.  Licensee shall identify
         separately in the statements of operations provided to Licensor
         pursuant to Article 5.4 hereof, all sales to Affiliates.

                   1.16  OFF-PRICE SALES shall mean sales at * or more
         off of the standard selling price in the then current
         linesheet, as amended from time to time.

                   1.17  PERCENTAGE ROYALTY shall have the definition
         given that term in Article 5.3.

                   1.18  PURCHASED PRODUCTS shall means Licensed
         Products which are sourced through THEH or THUSA in accordance
         with Article 2.12(a).

                   1.19  SEASONAL COLLECTIONS shall mean at least four
         (4) collections per annum.

                   1.20  SECONDS shall mean damaged, imperfect, non-
         first quality or defective goods.

                   1.21  TERM shall mean the Initial Term as defined
         Article 3.1 and shall, if not otherwise specifically excluded,
         include all Extensions hereinafter defined in Article 3.2.

                   1.22  TERRITORY shall mean those countries set forth
         on Exhibit F, attached hereto.

                   1.23  TRADE SECRETS shall mean information including
         a formula, pattern, compilation, program, device, method,
         technique, or process, that derives independent economic value,
         actual or potential, from not being generally known to the
         public or to other persons who can obtain economic value from
         its disclosure or use; and is the subject of efforts that are
         reasonable under the circumstances to maintain its secrecy.

                   1.24  TRADEMARK shall mean the trademark
         registrations which are set forth in the annexed Exhibit A and
         such trademarks in classes covering the Licensed Products
         whether or not registered with the relevant authority in the
         Territory, and all combinations, forms and derivatives thereof
         which may be hereafter approved by Licensor for use by Licensee
         in connection with the Licensed Products subject to any
         conditions set forth in any written approval.


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -4-







                                ARTICLE 2.  GRANT

                   2.1  LICENSE.  Licensor hereby grants to Licensee an
         exclusive license during the Term of the Agreement, subject to
         all of the terms and conditions contained in this Agreement to
         use the Trademark in connection with the manufacture, distribu-
         tion and sale of the Licensed Products in the Territory.  Li-
         censor further grants to Licensee the right to use the Trade-
         mark, subject to Article 11.4 hereof, in connection with estab-
         lishing a subsidiary or division to be named "Tommy Hilfiger
         Europe BV" or such other name as may be approved by Licensor.
         Licensor and any subsidiaries or affiliated companies specifi-
         cally reserve the right to establish and offer for sale
         Licensed Products through up to * flagship retail locations
         throughout the Territory, with a maximum of * flagship loca-
         tions per city.

                   2.2  RESERVATIONS.  The license granted in this
         Article 2 does not grant any right to Licensee to use the name
         "TOMMY" or "HILFIGER" individually or derivatives of the
         Trademark.  Nothing contained in this Agreement shall be
         construed as an assignment or grant to Licensee of any right,
         title or interest in or to the Trademark, it being understood
         and acknowledged by Licensee that all rights relating thereto
         are reserved by Licensor except for the rights specifically
         granted to Licensee in this Agreement.  Licensee understands
         and agrees that Licensor, and its other licensees and
         sublicensees, may manufacture or authorize third parties to
         manufacture Licensed Products in the Territory for ultimate
         sale outside of the Territory, or to manufacture and sell or
         authorize third parties to manufacture and sell products of any
         and all types and descriptions other than the Licensed Products
         in or outside the Territory.  In addition, to the extent it is
         legally permissible to do so, no license is granted hereunder
         for the manufacture, sale or distribution of the Licensed
         Products to be used for publicity purposes, other than
         publicity of the Licensed Products, in combination sales,
         premiums or giveaways, or to be disposed of under or in
         connection with similar methods of merchandising, such license
         being specifically reserved for Licensor.

                   2.3  TERRITORY.  Licensee agrees that it will neither
         export Licensed Products from the Territory nor sell same to
         any entity which it knows or has any reason to believe intend
         to export Licensed Products from the Territory.  Licensee will
         use its best efforts to prohibit its customers from shipping
         Licensed Products outside of the Territory.

                   2.4  FIRST REFUSAL.  Licensor agrees that before
         granting a license to any third party to use any of the
         Trademarks or any other Trademark similar therein for any
         products other than Licensed Products in the Territory,
         Licensor shall give written notice to Licensee of its intent to
         grant such license, and Licensee shall have the right of first
         refusal, to be asserted within thirty (30) days in writing, to
         obtain such license upon terms no less favorable than those to
         be offered to the third party.  In the event that Licensor and
         Licensee fail to reach an agreement with respect to the
         proposed license, then Licensor may enter into a license with
         the third party; provided, however, that the terms and
         conditions of such license with the third party shall not be
         more favorable that those offered to Licensee.


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -5-







                   2.5  EXCLUSIVITY.  Licensor shall not authorize third
         parties to use the Trademark in connection with the sale and/or
         importation of the Licensed Products in the Territory during
         the Term hereof without Licensee's prior written approval, but
         Licensee acknowledges and consents to Licensor's use of the
         Trademarks in connection with the sale and/or importation of
         Licensed Products in the Territory.  Licensor hereby agrees
         that Licensee shall have the exclusive right to import into and
         resell the Licensed Products in the Territory.

                   2.6  DEFINITIONAL DISPUTES.  Licensee acknowledges
         that due to the nature of the marketplace, the definition of
         Licensed Products may change or may not be amenable to precise
         delineation.  Licensee agrees that if there is a dispute over
         the definition of Licensed Products, Licensor shall render a
         reasonable written determination which shall be conclusive and
         binding on Licensee without legal recourse.

                   2.7  BEST EFFORTS.  At all times while this Agreement
         is in effect, Licensee shall use its best efforts to exploit
         the License granted hereunder throughout the Territory,
         including but not limited to, selling a sufficiently
         representative quantity of the Licensed Products of all styles,
         fabrications and colors; offering for sale the Licensed
         Products so that they may be sold to the consumer on a timely
         basis; maintaining a sales force sufficient to provide
         effective distribution throughout all areas of the Territory;
         and cooperating with Licensor's and any of its licensees'
         marketing, merchandising, sales and anti-counterfeiting
         programs.

                   2.8  SHOWROOMS AND IN-STORE SHOPS.

                        (a)  Licensee shall display the Licensed
         Products for sale in a separate showroom, designed and
         displayed in accordance with Licensor's specifications, apart
         from any showroom(s) in which Licensee or another business may
         offer other than Licensed Products for sale.  Subject to prior
         approval by Licensor, Licensee may display the Trademark on
         showroom doors and office directories;

                        (b)  Licensor reserves the right to approve the
         location of Licensee's primary showroom required by Article
         2.8(a) above; and

                        (c)  Not later than by the end of the third
         Annual Period, Licensee shall establish and display the
         Licensed Products in showrooms designed and displayed in
         accordance with Licensor's specifications, apart from any
         showroom(s) in which Licensee or another business may offer
         other than Licensed Products for sale, to be located in
         Dusseldorf, Germany; Paris, France; Madrid, Spain; London,
         England; and Amsterdam, Holland.

                        (d)  Licensee will, at Licensor's option,
         participate in any in-store shop or main floor fixturing
         program with any of Licensee's customers.  To that end, to the
         extent that the same is not paid for by Licensee's customers,
         Licensee shall pay for the necessary fixturing for the display
         of the Licensed Products which shall be in keeping with the
         specifications and design of the respective shop or main floor
         fixtures.


                                       -6-








                        (e)  Not later than the end of the Initial Term,
         Licensee shall be offering for sale the Licensed Products in at
         least * retail locations (in-store shops or specialty stores)
         throughout the Territory.

                   2.9  SALES AND DELIVERIES.  Licensee acknowledges
         that the availability and selection of styles, fabrications,
         colors and sizes are an integral part of the high reputation
         and value which the trade and consumers have come to associate
         with the Trademark.  Therefore, to protect that reputation and
         value, Licensee agrees that its policy of sale, distribution,
         and exploitation shall be of a high standard and to the best
         advantage, and that the same shall in no way adversely reflect
         upon the good name, trademarks and trade names of Licensor or
         any of its programs.  Licensee further agrees that it will use
         due diligence to make certain that at all times no less than *
         of the Licensed Products ordered and approved by Licensee for
         shipment are shipped timely in compliance with the shipping
         schedule recited in each order.  Licensee shall at all times
         maintain a sales force for the sale of the Licensed Products
         which shall be sufficient to provide effective distribution of
         the Licensed Products throughout the entire Territory.

                   2.10  ORGANIZATION.  Licensee shall, within thirty
         (30) days of the date hereof, establish a separate division of
         its company dedicated exclusively to the sale of Licensed
         Products throughout the Territory.  In lieu of such separate
         division, Licensee may form a subsidiary company provided that
         such company shall agree in writing to be bound by all of the
         terms hereof.  Licensee shall, at its sole cost and expense,
         employ a head of sales, a production manager and a production
         assistant who shall work exclusively with Licensor's
         representatives on the Licensee's business arising under this
         Agreement and shall report directly to the President of
         Licensee or his designee.  Licensee shall also employ a
         "stylist" to work with Licensor's representatives in the design
         of the Licensed Products and to assist in product development.
         These individuals will be hired with the prior approval of
         Licensor and will be relieved of their duties under this
         Agreement at the request of Licensor.  In addition, Licensee
         shall maintain a separate sales force for the sale of the
         Licensed Products.  The members of such sales force may not
         sell or represent any products other than the Licensed
         Products.

                   2.11  USE OF LICENSED LEGEND.  Licensee shall, with
         the prior written approval of Licensor, have the right to place
         the legend "Licensed by Tommy Hilfiger Licensing, Inc.", or
         such other legend which indicates that the Licensed Products
         were manufactured, sold and distributed under the license from
         the Licensor, on the Licensed Products and on all wrapping or
         packaging used in connection therewith, within the Territory.

                   2.12  PURCHASE OF LICENSED PRODUCTS.

                        (a)  Licensee hereby agrees that all Purchased
         Products shall be exclusively purchased by Licensee through
         Licensor or its designees, or any other sources approved by
         Licensor, and shall be purchased from no other source.
         Licensee shall enter into an exclusive buying office agreement
         with THEH and THUSA, for the purchases of Purchased Products.
         Pursuant to such buying office agreements,  Licensee shall pay
         to THEH or THUSA a buying office commission of * 


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -7-







         of the F.O.B. price of all Purchased Products.

                        (b)  In the event Licensee purchases Purchased
         Products (other than mens and boys sportswear) from a source
         other than Licensor or its designee, which shall in all events
         be a source approved by Licensor, Licensee shall pay to
         Licensor an administrative fee in the amount equal to * of the
         invoice price of all such Purchased Products.

                        (c)  Licensee may only source Licensed Products
         directly, without THEH or THUSA, if the type of approved
         Licensed Product is not then being sourced by THEH or THUSA.
         For example, if THEH and THUSA are, at the applicable time, not
         in the business of sourcing tailored clothing through their
         sources approved by Licensor, then Licensee may source the
         tailored clothing through its sources approved by Licensor.  In
         such event, such Licensed Products shall be defined as the
         Manufactured Products and purchases of such products shall be
         excluded from any administrative fee.  In no event shall
         Licensee be permitted to source Licensed Products through
         sources, or even through its own factories, which have not been
         approved by Licensor.


                        ARTICLE 3.  TERM OF THE AGREEMENT

                   3.1  INITIAL TERM.  The initial term of this
         Agreement shall commence on the date hereof and shall end on
         March 31, 2002 (the "Initial Term").

                   3.2  EXTENSION.  Providing that Licensee is not then
         in default and is not in default for the balance of the initial
         Term, Licensee shall have the right to extend this Agreement
         for successive five (5) year terms on six (6) months prior
         written notice to Licensor.  Licensee acknowledges that the six
         (6) month period for notice is necessary in order to maintain
         the continuity of Licensor's Licensing and Marketing programs
         and the goodwill associated with the Trademark.  Licensee
         agrees that "time is of the essence" and that Licensee's
         failure to exercise its option to renew timely shall be
         construed as a decision by Licensee that it has elected not to
         renew and shall permit Licensor to immediately replace Licensee
         by executing a new License Agreement with third parties, to
         commence after this Agreement has concluded, without any
         liability to Licensee.  Expiration or termination of this
         Agreement shall not effect any obligation of Licensee to make
         payments hereunder accruing prior to such expiration or
         termination.


                                ARTICLE 4.  SALES

                   4.1  SALES/MARKETING AND PRODUCTION PLANS.  On each
         January 1 and July 1 of each Annual Period during the Term,
         Licensee will submit to Licensor, for Licensor's approval, a
         schedule showing in detail the projected sales and marketing
         plans for the Licensed Products for each of the next two
         quarterly periods.  In addition, Licensee will submit to
         Licensor upon execution of the Agreement a proposed production
         calendar for the Licensed Products.  Licensee will work with
         Licensor to create a production calendar for Licensed Products
         that is agreeable to both parties.  


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -8-







         Licensee shall provide to Licensor, on a monthly basis, monthly
         wholesale bookings reports and retail selling reports.
         Licensor shall be deemed to have approved the sales and
         marketing plans unless Licensor gives Licensee written notice
         to the contrary within ten (10) days of receipt of such plans.

                   4.2  MINIMUM SALES LEVELS.  The first bona fide
         shipment of Licensed Products to a customer of Licensee shall
         occur no later than *.  In addition, during each Annual Period,
         Licensee shall be required to meet the following minimum levels
         of Net Sales of the Licensed Products ("Minimum Sales Levels"):

                                                  Minimum Sales
         Annual Period                            Level        

         First                                    *
         Second                                   *
         Third                                    *
         Fourth                                   *
         Fifth                                    *
         each Annual Period thereafter            *

         For purposes of calculating the Minimum Sales Level for each
         Annual Period, the Minimum Sales Level shall be calculated
         using the rate of foreign exchange in effect at the Midland
         Bank PLC at the close of business on the date of each Royalty
         or Guaranteed Minimum Royalties payment hereunder.  *

                   4.3  CERTIFICATION.  Within sixty (60) days of the
         end of each Annual Period, Licensee shall send to Licensor a
         certification by a duly authorized officer of Licensee of the
         Net Sales of Licensed Products during such Annual Period (the
         "Certification").  Within one hundred twenty (120) days of the
         end of each Annual Period, Licensee shall send to Licensor the
         Certification further certified by Licensee's external
         auditors.


                             ARTICLE 5.  LICENSE FEES

                   5.1  REQUIREMENT OF ROYALTIES.  Except as
         specifically provided herein, all Licensed Products sold by
         Licensee, or its Affiliates or subsidiaries, require the
         payment of royalties by Licensee to Licensor as set forth in
         this Article 5.


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -9-








                   5.2  GUARANTEED MINIMUM ROYALTY.

                        (a)  In consideration of the rights granted to
         Licensee pursuant to this Agreement, Licensee shall, during
         each Annual Period or portion thereof calculated on a pro rata
         basis, during the Term, pay to Licensor the Guaranteed Minimum
         Royalties listed below, payable in quarterly installments in
         advance on the first day of each quarter during each year
         during the Term hereof, except that for the First Annual
         Period, the Guaranteed Minimum Royalties shall be paid in four
         (4) equal quarterly installments beginning on *.  In the event
         that during any Annual Period, the actual payments under
         Article 5.3 hereof exceed the entire Guaranteed Minimum Royalty
         with respect to that Annual Period, no further Guaranteed
         Minimum Royalty payments need be made for such Annual Period.

                                                    Guaranteed Minimum
         Annual Period                              Royalty

         First                                      *
         Second                                     *
         Third                                      *
         Fourth                                     *
         Fifth                                      *
         each Annual Period thereafter              *

                        (b)  The Guaranteed Minimum Royalty for each
         Annual Period from the Second through Fifth Annual Periods only
         shall be the greater of the amounts set forth above for such
         Annual Periods or * of the Percentage Royalty due for the
         immediately preceding Annual Period.

                   5.3  ACTUAL ROYALTIES.  In consideration of the
         rights granted to Licensee pursuant to this Agreement, Licensee
         shall, during each Annual Period or portion thereof during the
         Term and any extension thereof, pay Licensor a royalty (the
         "Percentage Royalty") equal to * of Net Sales sold at Full
         Price by Licensee and * of Net Sales sold by Licensee at Off
         Price.

                   Percentage Royalties shall be payable in quarterly
         installments on January 30, April 30, July 30 and October 30
         for the immediately preceding quarter of sale, less Guaranteed
         Minimum Royalty payments for such period.  All royalties shall
         accrue upon the sale of the Licensed Products regardless of the
         time of collection by Licensee.  For purposes of this Article
         5.3, a Licensed Product shall be considered "sold" upon the
         date of billing, invoicing, shipping, or payment, whichever
         occurs first.


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -10-







                   5.4  ROYALTY STATEMENTS.  Licensee will deliver to
         Licensor at the time each Percentage Royalty payment is due,
         complete and accurate statements, in the form annexed hereto as
         Exhibit B, or similar form approved for use by Licensor signed
         by a duly authorized officer of Licensee and certified by him/
         her as accurate indicating all of the following information by
         month:  (i) the total invoice price of all Licensed Products
         sold during the period covered by such percentage royalty
         payment; (ii) the amount of discounts and credits from Gross
         Sales which properly may be deducted therefrom, during said
         period; and (iii) computation of the amount of percentage
         royalty payable hereunder for said period.  At least once
         annually, or more often at Licensor's request, Licensee will
         also deliver to Licensor a certification from its external
         auditors that the statement which it accompanies is in
         accordance with the requirements of this Article 5.4.  Receipt
         or acceptance by Licensor of any statement furnished, or of any
         sums paid by Licensee, shall not preclude Licensor from
         questioning their correctness at any time; provided, however,
         that reports submitted by Licensee shall be binding and
         conclusive on Licensee in the event of any termination based on
         a breach by Licensee arising out of any payment or report.

                   5.5  BOOKS AND RECORDS.  Licensee shall, at its sole
         cost and expense, maintain complete and accurate books and
         records (specifically including, without limitation, the
         originals or copies of documents supporting entries in the
         books of account) covering all transactions arising out of or
         relating to this Agreement.  In addition, Licensor and its duly
         authorized representative have the right, during normal
         business hours, for the duration of this Agreement and for
         three (3) years thereafter, to examine and copy said books and
         records and all other documents and materials in the possession
         of and under the control of Licensee with respect to the
         subject matter and terms of this Agreement.  In the event a
         sublicense is approved by Licensor as provided hereunder,
         Licensee shall  also obtain for Licensor the right in any and
         all of such sublicenses for Licensor to similarly inspect the
         books and records of the sublicensees.  The exercise by
         Licensor of any right to audit at any time or times or the
         acceptance by Licensor of any statement, or payment shall be
         without prejudice to any of  Licensor's rights or remedies and
         shall not bar Licensor from thereafter disputing the accuracy
         of any payment or statement and Licensee shall remain fully
         liable for any balance due under this Agreement.

                   5.6  TAXES.  Licensee will bear all taxes, duties and
         other governmental charges in the Territory relating to or
         arising under this Agreement, including without limitation, any
         income taxes (except withholding taxes on royalties), any stamp
         or documentary taxes or duties, turnover, sales or use taxes,
         value added taxes, excise taxes, customs or exchange control
         duties or any other charges relating to or on, any royalty
         payable by Licensee to Licensor.  Licensor shall pay any income
         tax whether imposed by the laws of the United States or a
         United States state.  Licensee shall obtain, at its own cost
         and expense, all licenses, Reserve Bank, Commercial Bank or
         other bank approvals, and any other documentation necessary for
         the transmission of royalties and all other payments relevant
         to Licensee's performance under this Agreement.  If any tax or
         withholding is imposed on royalties, Licensee shall obtain
         certified proof of the tax payment or withholding and
         immediately transmit it to Licensor.


                                       -11-







                   5.7  UNDERPAYMENTS.  If, upon any examination of
         Licensee's books and records pursuant to Article 5.5 hereof,
         Licensor shall discover any royalty underpayment by Licensee,
         Licensee will make all payments required to be made to correct
         and eliminate such underpayment within ten (10) days of
         Licensor's demand.  In addition, if said examination reveals a
         royalty underpayment of * or more for any royalty period,
         Licensee will within ten (10) days of demand reimburse Licensor
         for the cost of said examination.

                   5.8  MANNER OF PAYMENT.  All payments required by
         Licensee hereunder shall be made to Licensor in Delaware in
         U.S. Dollars, and all references to dollars throughout this
         Agreement shall mean U.S. Dollars.  The amount of payment shall
         be calculated using the rate of foreign exchange in effect at
         the Midland Bank PLC  at the close of business on the date of
         payment.  In the event that Licensee is required to withhold
         certain amounts for payment to the appropriate governmental
         authorities, Licensee will supply to Licensor the official
         receipts evidencing payment therefor.

                   5.9  INTEREST ON LATE PAYMENTS.  In addition to any
         other remedy available to Licensor, if any payment due under
         this Agreement is delayed for any reason, interest shall accrue
         and be payable, to the extent legally enforceable, on such
         unpaid principal amounts from and after the date on which the
         same became due, at a per annum equal to the lower of *
         percentage points above the prime rate of interest in effect,
         at the time the late payment was due, at Chase Manhattan Bank
         in New York, New York, U.S.A. and the highest rate permitted by
         law in New York. 

                   5.10  NO SET-OFF.  The obligation of Licensee to pay
         royalties hereunder shall be absolute notwithstanding any claim
         which Licensee may assert against Licensor.  Licensee shall not
         have the right to set-off, compensate or make any deduction
         from such royalty payments for any reason whatsoever.

                   5.11  PURCHASES BY LICENSOR'S FLAGSHIP STORES.
         Beginning on the first day of each of Licensee's market periods
         (opening of each selling season), retail flagship stores in the
         Territory owned by Licensor or one of its subsidiaries or
         affiliates (the "Flagship Stores") may purchase Licensed
         Product at no more than the *.  Licensee agrees to fill the
         orders of the Flagship Stores in at least the same manner which
         Licensee fills orders from its other customers.  In addition,
         Flagship Stores may contract for special programs of Licensed
         Product at a price equal to no more than the *.  No royalty or
         advertising payment shall be due on purchases of Licensed
         Product (including Closeouts, Seconds or special programs) by
         Flagship Stores and such purchases shall not be counted for
         purposes of meeting any Minimum Sales Level.

                   5.12  FINANCIAL STATEMENTS.  Licensee shall provide
         Licensor (a) a certified, audited financial statement to be
         delivered to Licensor within five (5) months after the end of
         each fiscal year of Licensee and (b) a six (6) month interim
         unaudited financial statement to be delivered to Licensor
         within sixty (60) days after the end of the six (6) month
         period.  The year end financial information must be prepared by
         a chartered accountant having no interest in Licensee's
         business and approved 



         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -12-







         by Licensor.


                    ARTICLE 6.  REPRESENTATIONS AND WARRANTIES

                   6.1  WARRANTIES AND REPRESENTATIONS OF LICENSOR.
         Licensor hereby represents, warrants and covenants that:

                        (a)  it has the full right, power and authority
         to enter into this Agreement and to license Licensee with
         respect to all the rights granted hereunder;

                        (b)  it is a corporation duly organized, validly
         existing and in good standing under the laws of the
         jurisdiction of its incorporation;

                        (c)  necessary corporate acts have been effected
         by it to render this Agreement valid and binding upon it; and

                        (d)  in its negotiations relative to this
         Agreement, it has not utilized the services of any finder,
         broker or agent and it owes no commissions or fees to any such
         person in relation hereto.  Licensor agrees to indemnify
         Licensee against, and hold it harmless from, any and all
         liabilities (including, without limitation, reasonable
         attorneys' fees) to any person, firm or corporation claiming
         commissions or fees in connection with this Agreement or the
         transactions contemplated hereby as a result of an agreement
         with or services rendered to Licensor.

                   6.2  WARRANTIES AND REPRESENTATIONS OF LICENSEE.
         Licensee hereby represents, warrants and covenants that:

                        (a)  it has the full right, power and authority
         to enter into this Agreement and to perform all of its
         obligations hereunder;

                        (b)  it is financially capable of undertaking
         the business operations which it conducts and of performing its
         obligations hereunder;

                        (c)  it is a corporation duly organized, validly
         existing and in good standing under the laws of the
         jurisdiction of its incorporation;

                        (d)  all necessary corporate acts have been
         effected by it to render this Agreement valid and binding upon
         it; and

                        (e)  in its negotiations relative to this
         Agreement, it has not utilized the services of any finder,
         broker or agent and it owes no commission or fees to any such
         person in relation hereto.  Licensee agrees to indemnify
         Licensor against, and hold it harmless from, any and all
         liabilities (including, without limitation, reasonable legal
         fees) to any person, firm or corporation 


                                       -13-







         claiming commissions or fees in connection with this Agreement
         or the transactions contemplated hereby as a result of an
         agreement with or services rendered to Licensee.


                             ARTICLE 7.  ADVERTISING

                   7.1  ADVERTISING.  All advertising and promotion in
         connection with Licensed Products, including cooperative
         advertising whereby Licensee provide their customers with a
         contribution be it in the form of actual monetary contribution,
         credit or otherwise, shall be placed with an agency approved by
         Licensor.  Licensee will pay, advertising invoices directly as
         they become due.  Licensee agrees to use its best efforts to
         advertise and promote the Licensed Products during each Annual
         Period in order to make the Trademark a well known name within
         the Territory and to maintain the high standards of the
         Trademark.

                   7.2  ADVERTISING EXPENDITURE.  Licensee agrees that,
         during each of the First and Second Annual Periods, it shall
         spend the greater of * dollars or * of the actual Net Sales,
         and for each such Annual Period thereafter, shall spend the
         greater of * of the Minimum Sales Level or * of the actual Net
         Sales for each such Annual Period, for direct media advertising
         of the Licensed Products not including any cooperative
         advertising, trade shows, sampling, or any other promotional or
         sales material normally produced for the sale of the Licensed
         Products (the "Advertising Expenditure").  If in any Annual
         Period the Advertising Expenditure has not been made, then
         Licensee shall spend such amount for advertising within the
         first ninety (90) days of the subsequent Annual Period.  If the
         Advertising Expenditure has not been expended by the end of
         said ninety (90) day period, then the amount which should have
         been expended and which was not expended shall be paid over to
         Licensor to be used by Licensor for advertising the Trademark
         provided, however, that if Advertising Expenditure has not been
         made prior to the termination of this Agreement, the unexpended
         Advertising Expenditure shall, within twenty (20) days, be paid
         over to Licensor absolutely.  Proof of expenditure shall be
         submitted each quarter using the Advertising Expenditure Form
         (Exhibit E).

                   7.3  APPROVAL OF PACKAGING, LABELING AND ADVERTISING.
         No packaging, labeling or advertising, including cooperative
         advertising may be used without the prior written approval of
         Licensor.  Before publication of any advertisement or
         promotion, Licensee shall submit every element of the
         advertisement or promotion  to Licensor for approval using an
         "Advertising Approval Form", as provided by Licensor.  Any
         approval granted hereunder shall be limited to use during the
         Seasonal Collection of the Licensed Products to which such
         advertising relates and shall be further limited to use (e.g.
         television or print) for which approval by Licensor was
         granted.  Samples of initial packaging, labeling and
         advertising, and samples of any revisions, changes,
         modifications or substitutions thereof, shall be submitted to
         Licensor sufficiently far in advance to permit Licensee  time
         to make such changes as Licensor shall deem necessary.  All
         requests for the approval of packaging, labeling or advertising
         pursuant to this Article 7.3 shall be accompanied by at least
         two (2) samples of the object for which approval is sought.
         Licensee shall use its best efforts to ensure that all
         advertising and promotional plans used by Licensee in
         connection with the Trademark, in any 


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -14-







         form and in any medium, shall be consistent with the prestige
         of the Trademark and the quality of the Licensed Products.  All
         packaging, labeling and advertising of Licensed Products shall
         use the Trademark, but no other trademark or trade name shall
         be used except as may be required by applicable law or
         permitted by Licensor.  Licensee shall not be permitted to use
         their names on the Licensed Products, packaging and other
         materials displaying the Trademark other than as specifically
         approved by Licensor.  Any advertising materials provided by
         Licensor to Licensee shall be so provided at Licensee's cost
         and the price therefor shall be Licensor's cost of producing
         and providing the same.

                   7.4  USE OF TRADEMARK ON INVOICES, ETC.  The use of
         the Trademark by Licensee on invoices, order forms, stationery
         and related matter and in advertising in telephone or other
         directory listings is permitted only upon Licensor's prior
         written approval of the format in which the Trademark is to be
         so used, the juxtaposition of the Trademark with other words
         and phrases, and the content of the copy prior to the initial
         such use of the Trademark and prior to any material change
         therein; provided, however, that each such use of the Trademark
         is only in conjunction with the manufacture, sale, distribution
         or advertisement of Licensed Products pursuant to this
         Agreement.

                   7.5  LAUNCH.  In addition to the Advertising Payments
         required under Articles 7.1 and 7.2, Licensee agrees to host,
         at Licensee's expense, a launch event or distribute a gift
         package to the fashion and financial press and to major retail
         accounts during the initial selling season for the first
         Seasonal Collection to be sold under this Agreement.  Such
         event shall be comparable to similar launch events hosted by
         Licensor's other licensees of the Trademark and shall
         reasonably reflect the prestige of the Trademark and the
         relative significance of Licensed Products to Licensor.  In no
         event shall Licensee be required to spend more than * dollars
         on such launch event or gift package.


                        ARTICLE 8.  QUALITY AND STANDARDS

                   8.1  DISTINCTIVENESS AND QUALITY OF THE TRADEMARK.
         Licensee shall maintain the distinctiveness of the Trademark
         and the image and high quality of the goods and merchandise
         bearing the mark presently manufactured and sold by Licensor
         and its other licensees, and the prestigious marketing of same
         as hitherto and presently maintained by Licensor and its other
         licensees.  Licensee agrees that, with respect to all Licensed
         Products manufactured or sold by it, the same will be of high
         quality as to workmanship, fit, design and materials used
         therein, and shall be at least equal in quality, workmanship,
         fit, design and material to the samples of Licensed Products
         submitted by Licensee and approved by Licensor pursuant to
         Article 8.3 hereof.  All manufacturing and production shall be
         of a quality in keeping with the prestige of the Trademark.  In
         addition, Licensee acknowledges that in order to preserve the
         goodwill attached to the Trademark, the Licensed Products
         should be sold at prices and terms reflecting the prestigious
         nature of the Trademark, and the reputation of the Trademark as
         appearing on goods of high quality and reasonable price, it
         being understood, however, that Licensor is not empowered to
         fix or regulate the prices for which the Licensed Products are
         to be sold, either at the wholesale or retail level.



         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -15-







                   8.2  SHOPS, STORES, RETAIL OUTLETS.  The Licensed
         Products sold by Licensee may be sold only to those specialty
         shops, department stores and retail outlets which carry high
         quality and prestige merchandise and whose operations are
         consistent with Licensor's reputation and its sales policies
         and with the prestige of the Trademark and only to those
         customers expressly approved by Licensor.  Prior to the opening
         of each selling season (and whenever Licensee shall wish to
         sell Licensed Products to customers not previously approved by
         Licensor), Licensee shall submit a written list of the proposed
         customers to Licensor for Licensor's prior written approval,
         which approval may be given or withheld at Licensor's sole
         discretion, based upon whether it deems that the proposed
         customer shall enhance the quality and prestige of the
         Trademark.  Licensor shall have the right to withdraw any such
         approval on written notice to Licensee.  Licensee shall not (a)
         market or promote or seek customers for the Licensed Products
         outside of the Territory; (b) establish a branch, wholly owned
         by subsidiary, distribution or warehouse with inventories of
         Licensed Products outside of the Territory; (c) sell or
         distribute any Licensed Products to wholesalers, jobbers,
         diverters, catalog vendors or any other entity which does not
         operate retail stores exclusively; (d) sell the Licensed
         Products directly to the public in retail stores; (e) use the
         Licensed Products as giveaways, prizes or premiums, except for
         promotional programs which have received the prior written
         approval of Licensor; or (f) sell the Licensed Products to any
         third party or Affiliate of Licensee or any of its directors,
         officers, employees or any person having an equity
         participation in or any other affiliation to Licensee, without
         the prior written approval of Licensor.  Licensee shall include
         and shall enforce the following as a term and condition of sale
         to all of its customers:

                   "Resale Restrictions.  Buyer shall not directly
                   or indirectly distribute, market or sell the
                   Products to any party other than consumers or
                   end users without obtaining the prior written
                   consent of Seller."

                   8.3  SAMPLES OF MANUFACTURED PRODUCTS.  Before
         Licensee shall sell or distribute any Manufactured Products in
         any Seasonal Collection, Licensee shall submit samples of each
         of such Manufactured Products to Licensor for its prior written
         approval, which approval may be withheld by Licensor in its
         sole and absolute discretion.  Any such request for approval
         shall be submitted to Licensor on the form annexed hereto as
         Exhibit C.  Such samples shall be submitted sufficiently far in
         advance to permit Licensee time to make such changes as
         Licensor deems necessary.  Any approval given hereunder shall
         apply only to that Seasonal Collection for which it is
         submitted to Licensor.  Once samples have been approved,
         Licensee will manufacture only in accordance with such approved
         samples and will not make any changes for manufacture without
         Licensor's prior written approval.  All samples of Manufactured
         Products submitted to Licensor pursuant to this Article 8.3
         shall be provided at Licensee's sole cost and expense.
         Licensee shall submit to Licensor a reasonable number of
         additional samples of Manufactured Products upon Licensor's
         reasonable request.  No Manufactured  Products (including
         samples) shall be distributed and/or sold by Licensee pursuant
         to this Agreement unless such Manufactured Products are in
         substantial conformity with and at least equal in quality to
         the samples previously approved by Licensor in accordance with
         this Article 8.3.

                   8.4  NON-CONFORMING PRODUCTS.  In the event that any
         Licensed Product is, in the judgment of Licensor, not being
         manufactured, distributed or sold with first quality
         workmanship or 


                                       -16-







         in strict adherence to all details and characteristics
         furnished by Licensor, Licensor shall notify Licensee of the
         specific nature of the problem in writing and Licensee shall
         promptly repair or change such Licensed Product to conform
         thereto.  If a Licensed Product as repaired or changed does not
         strictly conform after Licensor's request and such strict
         conformity cannot be obtained after Licensee is given a
         reasonable opportunity to do so, Licensor may direct that the
         Trademark shall be promptly removed from the item.  In such
         event, the item may be sold by Licensee, provided such miscut
         or damaged item does not contain any labels or other
         identification bearing the Trademark without Licensor's prior
         approval.  Notwithstanding anything in this Article 8.4 to the
         contrary, sales of all products of Licensor's design whether or
         not bearing the Trademark, shall nonetheless be subject to
         royalty payments pursuant to Article 5 hereof.  Licensor may
         purchase at Licensee's expense any Licensed Products found in
         the marketplace which, in Licensor's judgment, are inconsistent
         with approved quality standards and bill such costs to
         Licensee.  Licensee must pay all royalties due on sales of
         nonconforming goods.  Licensor may require Licensee to recall
         any Licensed Products not consistent with approved quality
         standards.  Licensee shall use its best efforts to comply.

                   8.5  APPROVALS.  All approvals required or permitted
         by this Agreement must be in writing from Licensor to Licensee.
         All matters requiring approval of Licensor or the exercise of
         its discretion shall be at the sole subjective discretion of
         Licensor.  A submission for approval shall be deemed
         disapproved unless Licensor delivers a notice of approval
         within twenty (20) days.  Licensor shall provide an explanation
         for disapprovals.  Licensor has no obligation to approve,
         review or consider any item which does not strictly comply with
         the required submission procedures provided that Licensor
         designates the procedure which was not followed.  Approval by
         Licensor shall not be construed as a determination that the
         approved matter complies with all applicable regulations and
         laws.  No disapproved item shall be manufactured, sold, used,
         distributed or advertised.  Licensee may revise any disapproved
         item and resubmit it.  Licensee must strictly comply with all
         of Licensor's decisions.  The parties will adjust the approval
         forms as appropriate.  Upon reasonable notice, Licensor may
         withdraw approval of any previously approved item.  In the
         event that it is reasonably necessary for Licensor to do on-
         site approvals, Licensee will pay any and all expenses and air-
         fare incurred by Licensor with respect to such on-site
         approvals.

                   8.6  APPROVAL WITHDRAWAL.  If the style, appearance
         or quality of any Licensed Product ceases to be acceptable to
         Licensor, Licensor shall have the right in the exercise of its
         sole discretion to withdraw its approval of such Licensed
         Product.  Upon receipt of written notice from Licensor of its
         election to withdraw such approval, Licensee shall immediately
         cease the use of the Trademark in connection with the
         promotion, advertising, sale, manufacture, distribution or use
         of such Licensed Product(s).  Notice of such election by
         Licensor to withdraw approval shall not relieve Licensee from
         its obligation to pay royalties on sales of such Licensed
         Product(s) made by Licensee to the date of disapproval or
         thereafter as permitted.  Licensee may, however, complete work
         in process and utilize materials on hand provided that it
         submits proof of such work in progress and fabric inventory to
         Licensor.

                   8.7  SAMPLES, ARTWORK AND KNOW-HOW.  Licensor shall,
         at least four (4) times during each Annual Period, make
         available to Licensee certain samples, designs, colors, fabric


                                       -17-







         samples, tags, labels, packaging and artwork available to
         Licensor, and the cost of providing such materials shall be
         borne by Licensee.  All right, title and interest in and to
         samples, sketches, designs, and other materials furnished to
         Licensee by Licensor, whether created by Licensor or Licensee,
         including any modifications or improvements thereof which may
         be created by Licensor, Licensee are hereby assigned to and
         shall be the sole property of Licensor as between Licensee and
         Licensor and are licensed hereunder solely and exclusively for
         use in connection with the manufacture and sale of Licensed
         Products in the Territory.  Licensor may use and permit others
         to use said designs and other materials in any manner it
         desires, provided that such use does not conflict with any
         rights granted Licensee hereunder.  Licensee specifically
         acknowledges that such designs and other materials may be used
         by Licensor and other licensees on Licensed Products in
         jurisdictions outside the Territory and on products other than
         Licensed Products anywhere in the world.  In addition to the
         foregoing, for marketing purposes, Licensor shall, upon
         reasonable request, make available to Licensee, such of the
         following which are available to Licensor:  (a) reports on
         marketing policy of Licensor; (b) reports on color, style and
         fabric trends; (c) samples of advertising materials; (d)
         display ideas; and (e) labels, hangtags and packaging.

                   8.8  CONFIDENTIALITY.  Licensee acknowledges that it
         will receive from Licensor prints, designs, ideas, sketches,
         and other materials or Trade Secrets which Licensor intends to
         use on or in connection with lines of merchandise other than
         the Licensed Products and which have not as yet found their way
         into the channels of distribution.  The parties recognize that
         these materials are valuable property of Licensor.  Licensee
         acknowledges the need to preserve the confidentiality and
         secrecy of these materials and agrees to take all necessary
         steps to ensure that use by it, or by its contractors will in
         all respects preserve such confidentiality and secrecy.
         Licensee shall take all reasonable precautions to protect the
         secrecy of the materials, samples, and designs described in
         this Article 8.8 prior to their commercial distribution or the
         showing of samples for sale, and shall not sell any merchandise
         employing or adapted from any of said designs except under the
         Trademark.  Licensor shall take all reasonable precautions to
         protect the secrecy of the original designs created by Licensee
         for Licensed Products prior to their advertisement, commercial
         distribution or the showing of samples for sale.  Neither
         Licensor nor Licensee shall, at any time during the term of
         this Agreement, disclose or use for any purpose, other than as
         contemplated by this Agreement, any revealed or otherwise
         acquired confidential information and data relating to the
         business of the other.

                   8.9  MANUFACTURE OF LICENSED PRODUCTS BY THIRD
         PARTIES.

                        (a)  Licensee shall execute the  attached
         Exhibit G, within thirty (30) days from execution of this
         Agreement evidencing that all Licensed Products manufactured
         hereunder (whether by Licensee, Licensee's suppliers, or any
         contract sewing shops or other designated contract facilities)
         will be manufactured in compliance with the wage and hour laws
         of the country of manufacture and without the use of child
         (under the age of 14), prison or slave labor;

                        (b)  Licensee shall not utilize any factory
         (whether operated by a third party manufacturer or a third
         party manufacturer's contract sewing shop or other designated
         contract 


                                       -18-







         facility) in the manufacture of Licensed Products (including
         all components thereof) unless (a) it has been inspected and
         approved, in writing, by an authorized employee or agent of
         Licensee; (b) Exhibit G is executed by each such third party
         manufacturer or a third party manufacturer's contract sewing
         shop or other designated contract facility; and (c) Licensee
         shall obtain the signature of an authorized representative from
         each third party manufacturer used by Licensee on a brief
         agreement designated to protect Licensor's rights in the
         Trademark (see Exhibit D).  Licensee acknowledges that it shall
         remain primarily liable and completely obligated under all of
         the provisions of this Agreement in respect of such
         subcontracting arrangements. 

                        (c)  Licensee shall provide access to Licensor's
         representative, upon reasonable notice, to (i) Licensee's
         manufacturing facility and any manufacturing facility operated
         by any third party manufacturer or such third party
         manufacturer's contract sewing shops or other designated
         contract facilities which are utilized for all or part of the
         manufacture of Licensed Products, and (ii) all books and
         records relating to employee wages, employee timecards,
         evidence of employee age, shipping documents, cutting reports
         and other documentation relating to the manufacture and
         shipment of Licensed Products;

                        (d)  Licensee acknowledges that it has in effect
         (or will promptly develop) a program of monitoring
         manufacturing facilities either operated by third party
         manufacturers or any such third party manufacturers' contract
         sewing shops or other designated contract facilities for
         compliance with the requirements of Article 8.9(a) above; and

                        (e)  Licensee shall exercise best efforts to
         ensure that all shipping documents which accompany all Licensed
         Products include the following language (either pre-printed or
         "stamped"):

              "We hereby certify that the merchandise covered by this
              shipment was manufactured in compliance with all
              applicable requirements of the wage and hour laws of the
              country of manufacture and without the use of child (under
              the age of 14), prison or slave labor.  We further certify
              that we have in effect a program of monitoring any
              suppliers, contract sewing shops and other designated
              contract facilities which manufactured Tommy Hilfiger
              (Registered) brand  merchandise for compliance with the
              requirements set forth above.  We also certify that this
              shipment is in compliance with all laws applicable to the
              designation of country of origin on products, accurately
              states the country of origin on all products; the marking
              of shipments with proper country of origin and shall be
              shipped under legally issued and valid export licenses or
              visas."

                   8.10  MARKING, LABELING AND PACKAGING IN ACCORDANCE
         WITH APPLICABLE LAWS.  All Licensed Products manufactured,
         distributed or sold by Licensee shall be marked, labeled,
         packaged, advertised, distributed and sold in accordance with
         this Agreement, in accordance with all applicable laws, rules
         and regulations in the Territory, and in such a manner as will
         not tend to mislead or deceive the public.  At the request of
         Licensor, Licensee shall cause to be placed on all Licensed
         Products appropriate notice designating Licensor as the
         copyright or design patent owner thereof, 


                                       -19-







         as the case may be.

                   8.11  DISPOSAL OF SECONDS AND CLOSE-OUTS.

                        (a)  Seconds.  Licensee shall only sell Licensed
         Products which are Seconds in a way which shall not reduce the
         value of the Trademark or detract from its reputation and shall
         obtain the express prior written consent of Licensor with
         respect to the terms and method of such disposal.  All Seconds
         approved for sale by Licensor shall be clearly marked "Seconds"
         or "Irregular".  The percentage of Seconds of any of the
         Licensed Products which may be disposed of pursuant to this
         Article 8.11(a) shall not, in any event, exceed * of the total
         number of units of Licensed Products distributed or sold by
         Licensee.

                        (b)  Close-Outs.  All Close-Outs shall be sold
         only with Licensor's prior written approval, which Licensor may
         withhold in its sole discretion, through retail outlets and
         traditional and accepted dealers in such merchandise and upon
         such terms and conditions as Licensee, in its reasonable
         discretion, determines appropriate and shall not be sold to any
         person which Licensee know, or have reason to know, will export
         such Close-Outs from the Territory.  The percentage of Close-
         Outs of any of the Licensed Products which may be disposed of
         pursuant to this Article 8.11(b) shall not, in any event,
         exceed * of the total number of units of such Licensed Products
         distributed or sold by Licensee in each Annual Period.

                   8.12  ASSISTANCE BY LICENSOR.  Licensee shall have
         the right to cause its personnel to reasonably visit Licensor's
         offices, factories, showroom, and other places of business, and
         also to attend Licensor's sales meetings in order to obtain
         additional know-how and assistance.  The scheduling of such
         visits shall be at times mutually convenient to the parties
         hereto.  In connection with such visits, Licensee shall bear
         all air-fare to and from, and subsistence expenses of
         Licensee's representatives.  In the event Licensee requests Mr.
         Tommy Hilfiger or any other member(s) of Licensor's staff to
         make a personal appearance, to attend any function, to visit
         Licensee's manufacturing plants or facilities or to attend any
         design meetings, Licensee shall pay all of the reasonable
         expenses in connection therewith, including air travel and
         hotel accommodations, and other reasonable services of
         Licensor's choosing.  Licensee shall reimburse Licensor for all
         reasonable expenses so incurred by Licensor at Licensee's
         request.

                   8.13  MEETINGS.  Licensor may from time to time but
         no more than twice a year hold a meeting of Licensor's
         licensees/distributors.  Licensee agrees upon receipt of
         reasonable notice to attend any such meeting(s) at its own
         expense.

                   8.14  DESIGN RIGHTS.  Licensee acknowledges and
         agrees that Licensor owns or shall own all design rights
         relating to the Licensed Products, regardless of whether such
         designs were created by Licensor or by or on behalf of
         Licensee.  Licensee agrees to make, procure and execute all
         assignments necessary to vest ownership of design rights in
         Licensor.  Licensee shall place appropriate notices, reflecting
         ownership of design rights by Licensor, on all the Licensed
         Products, packaging, tags, labels and advertising and
         promotional materials.  Licensee shall not do or allow to 



         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -20-







         be done anything which may adversely affect any of Licensor's
         design rights.  All designs used by Licensee for the Licensed
         Products shall be used exclusively for the Licensed Products
         and may not be used under any other trademark or private label
         without the prior written consent of Licensor.  Licensee shall
         disclose and freely make available to Licensor any and all
         developments or improvements it may make relating to the
         Licensed Products and to their manufacture, promotion and
         sales, including, without limitation, developments and
         improvements in any machine, process or product design, that
         may be disclosed or suggested by Licensor or regarding any
         patent or trademark which Licensee is entitled to utilize.

                   8.15  PRICING.  Licensee acknowledges that in order
         to preserve the goodwill attached to the Trademark, the
         Licensed Products should be sold at prices and terms reflecting
         the prestigious nature of the Trademark, it being understood,
         however, that Licensor is not empowered to fix or regulate the
         prices for which the Licensed Products are to be sold, either
         at the wholesale or retail level.


                            ARTICLE 9.  THE TRADEMARK

                   9.1  RIGHTS TO THE TRADEMARK.  Licensee acknowledges
         the great value of the goodwill associated with the Trademark.
         Licensee will not, at any time, do, or otherwise suffer to be
         done any act or thing which may, in any way, adversely affect
         any rights of Licensor in and to the Trademark or any
         registrations thereof or which, directly or indirectly, may
         reduce the value of the Trademark or detract from its
         reputation.  Nothing contained in this Agreement shall be
         construed as an assignment or grant to Licensee of any right,
         title or interest in or to the Trademark, or any of Licensor's
         other trademarks, it being understood that all rights relating
         thereto are reserved by Licensor, except for the License
         hereunder to Licensee of the right to use and utilize the
         Trademark only as specifically and expressly provided herein.
         Licensee shall not file or prosecute a trademark or service
         mark application or applications to register the Trademark in
         respect of the Licensed Products or any other goods or
         services.  Licensee shall not, during the term of this
         Agreement or thereafter, (a) attack Licensor's title or right
         in and to the Trademark in any jurisdiction or attack the
         validity of this License or the Trademark or (b) contest the
         fact that Licensee's rights under this Agreement (i) are solely
         those of a manufacturer and distributor and, (ii) subject to
         the provisions of Article 11 hereof, cease upon termination of
         this Agreement.  The provisions of this Article 9.1 shall
         survive the termination of this Agreement.

                   9.2  PROTECTING THE TRADEMARK.  Licensee shall
         cooperate fully and in good faith with Licensor for the purpose
         of securing, preserving and protecting Licensor's rights in and
         to the Trademark.  At the request of Licensor, Licensee shall
         execute and deliver to Licensor any and all documents and do
         all other acts and things which Licensor deems necessary or
         appropriate to make fully effective or to implement the
         provisions of this Agreement relating to the ownership or
         registration of the Trademark.

                   9.3  COMPLIANCE WITH LEGAL REQUIREMENTS.  Licensee
         will use the Trademark in the Territory strictly in compliance
         with the legal requirements therein.  Whenever any Trademark is
         used 


                                       -21-







         on any item of packaging or labeling or in any advertisement,
         it must be followed, in the case of a registered trademark by
         the registration symbol, i.e., (Registered), and in the case of
         all other trademarks by the symbol TM, or other appropriate
         symbols of similar import acceptable to Licensor.  Licensee
         shall duly display all other notices with respect to the
         Trademark, on the Licensed Products and otherwise, as are or
         may be required by the trademark laws and regulations
         applicable within the Territory.  Upon expiration or
         termination of this Agreement for any reason whatsoever,
         Licensee will execute and deliver to Licensor any and all
         documents required by Licensor terminating any and all
         trademark registrations, Registered User agreements and other
         documents regarding this Trademark.

                   9.4  OWNERSHIP OF COPYRIGHT.  Any copyright which may
         be created under this Agreement in any sketch, design, print,
         package, label, tag or the like designed or approved or used
         with the Trademark by Licensor will be the property of
         Licensor.  Licensee will not, at any time, do, or otherwise
         suffer to be done, any act or thing which may adversely affect
         any rights of Licensor in such sketches, designs, prints,
         packages, labels, tags and the like and will, at Licensor's
         request, do all things reasonably required by Licensor to
         preserve and protect said rights.

                   9.5  NOTICE OF INFRINGEMENT.  Licensee shall notify
         Licensor in writing of any infringement or imitation of the
         Trademark or the use by any person of any trademarks or
         tradenames confusingly similar to the Trademark promptly as
         same may come to the attention of Licensee.  Licensor will
         thereupon take such action as it deems advisable for the
         protection of the Trademark and its rights therein, and
         Licensee shall assist Licensor in the prosecution of any such
         suit, as Licensor may reasonably request, at Licensor's
         expense.  In no event, however, will Licensor be required to
         take any action if it deems it inadvisable to do so and
         Licensee will have no right to take any action with respect to
         the Trademark without the prior written consent of Licensor.
         In the event a third party infringes the use of the Trademark
         in the Territory on items similar to the Licensed Products,
         Licensor shall take all advisable and necessary measures to
         protect the Trademark and Licensee agrees that, at Licensor's
         request, it will pay * of the costs incurred therefor,
         including judicial expenses and legal fees.

                   9.6  COUNTERFEIT PROTECTION.  Licensee shall use its
         best efforts to prevent counterfeiting of the Licensed
         Products.  All Licensed Products shall bear and use any
         reasonable counterfeit preventive system, devices or labels
         designated by Licensor.  At its option, Licensor may supply the
         system, devices or labels (provided that they are supplied on a
         timely basis), which Licensee must use and for which Licensee
         shall pay all reasonable costs in advance.  

                   9.7  USE OF OTHER TRADEMARKS.  At all times while
         this Agreement is in effect, neither Licensee, nor any company
         affiliated with Licensee, owned or controlled by Licensee,
         under common ownership with or having common stockholders as
         Licensee, in which the owner of Licensee is a partner, or in
         which Licensee is a partner, shall act as a licensee or
         distributor in the Territory of any products included in
         Article 1.12 under any name directly competitive with Licensor,
         other than "Pepe Jeans" and its derivatives and related
         trademarks, without the prior written approval of Licensor.
         Nothing herein is to be construed so as to prohibit Licensee
         from acting as a manufacturer only of such products under a
         name competitive with Licensor, providing that Licensee shall
         not be 



         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -22-







         the licensee or distributor thereof.  The design and style of
         any such products or any of Licensee's private label products
         must be clearly distinguished from the Licensed Products (the
         foregoing shall be exclusive of any products previously
         designed by Licensee or any of its Affiliates pursuant to other
         license agreements in effect between Licensor and Licensee or
         any of its Affiliates).  If such consent is given, unless
         prohibited by other agreements, Licensee shall provide Licensor
         with samples of any clothing products, lines or collections
         Licensee manufactures or has manufactured for it or distributed
         for it which do not bear the Trademarks.  A breach of this
         clause shall constitute a violation of Licensee's obligation to
         use its best efforts to exploit this license.  The design,
         merchandising, packaging, sales and display of all of
         Licensee's non-licensed products shall be separate and distinct
         from the Licensed Products.  Licensee shall maintain a separate
         area for exhibition of the Licensed Products wherever the
         Licensed Products are sold.

                   9.8  USE OF TRADEMARK ON INVOICES, ETC.  The use of
         the Trademark by Licensee on invoices, order forms, stationery
         and related materials in advertising in telephone or other
         directory listings is permitted only upon Licensor's prior
         written approval of the format in which the Trademark is to be
         so used, the juxtaposition of the Trademark with other words
         and phrases, and the content of the copy prior to the initial
         such use of the Trademark and prior to any material change
         therein; provided, however, that each such use of the Trademark
         is only in conjunction with the manufacture, sale, distribution
         or advertisement of Licensed Products pursuant to this
         Agreement.

                   9.9  MONITORING.  Licensee shall actively monitor use
         of the Trademark by Licensee and its customers and shall use
         its best efforts to see that such use does not impair the image
         or reputation heretofore or hereafter established by Licensor
         for products bearing the Trademark; provided, however, that the
         Licensee shall have no obligation to place any unlawful
         restriction on its customers.


                             ARTICLE 10.  INSOLVENCY

                   10.1  EFFECT OF PROCEEDING IN BANKRUPTCY, ETC.  If
         either party institutes for its protection or is made a
         defendant in any proceeding under bankruptcy, insolvency,
         reorganization or receivership law, or if either party is
         placed in receivership or makes an assignment for benefit of
         creditors or is unable to meet its debts in the regular course
         of business, the other party may elect to terminate this
         Agreement immediately by written notice to the other party
         without prejudice to any right or remedy the terminating party
         may have, including, but not limited to, damages for breach to
         the extent that the same may be recoverable.

                   10.2  RIGHTS, PERSONAL.  The license and rights
         granted hereunder are personal to Licensee.  No assignee for
         the benefit of creditors, receiver, trustee in bankruptcy,
         sheriff or any other officer or court charged with taking over
         custody of Licensee's assets or business, shall have any right
         to continue performance of this Agreement or to exploit or in
         any way use the Trademark if this Agreement is terminated
         pursuant to Articles 11.1 and 11.2, except as may be required
         by law.

                   10.3  TRUSTEE IN BANKRUPTCY.  Notwithstanding the
         provisions of Article 10.2 above, 


                                       -23-







         in the event that, pursuant to the applicable bankruptcy law
         (the "Code"), a trustee in bankruptcy, receiver or other
         comparable person, of Licensee, or Licensee, as debtor, is
         permitted to assume this Agreement and does so and, thereafter,
         desires to assign this Agreement to a third party, which
         assignment satisfies the requirements of the Code, the trustee
         or Licensee, as the case may be, shall notify Licensor of same
         in writing.  Said notice shall set forth the name and address
         of the proposed assignee, the proposed consideration for the
         assignment and all other relevant details thereof.  The giving
         of such notice shall be deemed to constitute an offer to
         Licensor to have this Agreement assigned to Licensor or its
         designee for such consideration, or its equivalent in money,
         and upon such terms as are specified in the notice.  The
         aforesaid offer may be accepted by Licensor only by written
         notice given to the trustee or Licensee, as the case may be,
         within fifteen (15) days after Licensor's receipt of the notice
         to such party.  If Licensor fails to deliver such notice within
         the said fifteen (15) days, such party may complete the
         assignment referred to in its notice, but only if such
         assignment is to the entity named in said notice and for the
         consideration and upon the terms specified therein.  Nothing
         contained herein shall be deemed to preclude or impair any
         rights which Licensor may have as a creditor in any bankruptcy
         proceeding.


                             ARTICLE 11.  TERMINATION

                   11.1  OTHER RIGHTS UNAFFECTED.  It is understood and
         agreed that termination by either party on any ground shall be
         without prejudice to any other remedies which the terminating
         party may have.

                   11.2  TERMINATION WITHOUT NOTICE.  If any of the
         following grounds for termination shall occur, this Agreement
         shall thereupon forthwith terminate and come to an end without
         any need for notice from Licensor:

                        (a)  If Licensee shall make an unauthorized
         disclosure of confidential information, Trade Secrets, or
         materials given or loaned to Licensee by Licensor; 

                        (b)  If Licensee institutes proceedings seeking
         relief under a bankruptcy act or any similar law, or otherwise
         violates the provisions of Article 10.1 thereof;

                        (c)  If Licensee transfers or agrees to transfer
         substantially all of its property, its shares of stock or, this
         Agreement in violation of Article 17 thereof;

                        (d)  If Licensee shall sell unapproved
         merchandise in violation of Article 8.3 hereof;

                        (e)  If Licensee shall, without the prior
         written consent of Licensor, use the Trademark in an
         unauthorized or improper manner;


                                       -24-







                        (f)  If Licensee shall use the Trademark in
         connection with another trademark or name; and/or

                        (g)  If Licensee shall place or participate in
         any advertising prohibited by Article 7.

                   11.3  TERMINATION WITH NOTICE.  If Licensee breaches
         any of its obligations under this Agreement, other than those
         specified in Article 11.2 above, Licensor may terminate this
         Agreement by giving Notice of Termination to Licensee.
         Termination will become effective automatically unless Licensee
         completely cures the breach within fifteen (15) days of the
         giving of such Notice.  Termination based upon Licensee's
         failure to comply with the Minimum Sales Levels set forth in
         Article 4.2 shall become effective thirty (30) days after the
         giving of the Notice.  If the notice relates to royalties or to
         product quality, pending cure Licensee shall ship no Licensed
         Products; if Licensee does ship, it shall automatically forfeit
         its right to cure and the License shall be terminated.  Upon
         the giving of a Notice of Termination for the second time, for
         any reason, Licensee shall no longer have the right to cure any
         violation, and termination shall be effective upon the giving
         of the Notice.

                   11.4  EFFECT OF TERMINATION.  On the termination of
         this Agreement for any reason whatsoever:  all of the rights of
         Licensee under this Agreement shall forthwith terminate and
         immediately revert to Licensor; all royalties on sales
         theretofore made shall become immediately due and payable;
         Licensee shall forthwith discontinue all use of the Trademark,
         except that Licensee may have a period of ninety (90) days
         after such termination to consummate all sales of Licensed
         Products which were firm upon the delivery of the Inventory
         Schedule in accordance with Article 11.5 hereof and to sell the
         balance of the Inventory not purchased by Licensor, and
         royalties with respect thereto shall be due on such ninetieth
         day.  Licensor shall have the right to conduct a physical
         inventory of the Licensed Products in Licensee's possession or
         control.  Licensee will completely remove the Trademark from
         Licensed Products and destroy all hangtags and labeling
         attached to such Licensed Products.  Licensee shall, at
         Licensee's expense, either return to Licensor all remaining
         Inventory after such ninetieth (90th) day or destroy all
         remaining Inventory under the supervision of Licensor.
         Licensee shall no longer use the Trademark, any variation,
         imitation or simulation thereof, or any Trademark similar
         thereto; Licensee shall immediately take all necessary steps to
         change its or any Affiliate's corporate name to omit any
         reference to or use of the Trademarks; Licensee will promptly
         transfer to Licensor, free of charge, all registrations,
         filings and rights with regard to the Trademark which it may
         have possessed at any time; and Licensee shall thereupon
         deliver to Licensor, free of charge, all sketches, designs,
         colors and the like in its possession or control, designed or
         approved by Licensor, and all Labels supplied by Licensor in
         Licensee's possession or control.  Licensor shall have the
         option, exercisable upon notice to Licensee within thirty (30)
         days of termination, to negotiate the purchase of the Labels
         which have not been supplied by Licensor.  If such negotiations
         do not result in the purchase of the Labels not supplied by
         Licensor, Licensee shall destroy the Labels under the
         supervision of Licensor, and Licensee, shall supply to Licensor
         a certificate of destruction thereof signed by a duly
         authorized officer of Licensee.  

                   11.5  INVENTORY UPON TERMINATION.  Upon the
         termination of this Agreement for any 


                                       -25-







         reason whatsoever, Licensee shall immediately deliver to
         Licensor an Inventory Schedule.  The Inventory Schedule shall
         be prepared as of the close of business on the date of such
         termination and shall reflect direct cost of each such item
         (not including overhead or any general or administrative
         expenses).  Licensor thereupon shall have the option,
         exercisable by notice in writing delivered to Licensee within
         thirty (30) days after its receipt of the complete Inventory
         Schedule, to purchase any or all of the Inventory for an amount
         equal to the price as determined as follows:  (i) as to
         Manufactured Products, the price shall be Licensee's standard
         cost (the actual manufacturing cost); and (ii) as to Purchased
         Products, the price shall be Licensee's landed costs, which
         shall, for the purposes hereof, mean the F.O.B. price together
         with customs, duties, brokerage, freight and insurance.  In the
         event such notice is sent by Licensor, Licensor may collect the
         Inventory referred to therein within ninety (90) days after
         Licensor's said notice.  Licensor will pay such Licensee for
         such Inventory upon such collection.  In the event such notice
         is not sent, Licensee may dispose of the Licensed Products
         within ninety (90) days of the date of termination; provided,
         however, that any advertising used during such period shall be
         subject to Licensor's prior written approval and such
         disposition of the Licensed Products shall be subject to
         Licensee's obligations hereunder, including, but not limited to
         payments to be made to Licensor.  At the end of such ninety
         (90) day period, any Licensed Products remaining in Licensee's
         possession shall, at the request of Licensor, be destroyed.

                   11.6  CONTRIBUTION FROM SEL.  SEL International
         Investments Corp. ("SEL"), hereby agrees to make (or cause a
         subsidiary to make) capital contributions to Licensee in an
         amount equal to at least * in the aggregate, over the first
         three (3) Annual Periods.  Licensee shall dedicate and,
         promptly after the receipt of any portion of such
         contributions, notify Licensor of the amount received and
         utilize the total amount of such funds received for the support
         and development of the business contemplated hereunder. 

                   11.7  FREEDOM TO LICENSE.  In the event of
         termination of this Agreement or the receipt by Licensor of a
         notice of termination from Licensee, Licensor shall be free to
         license to others the use of the Trademark in connection with
         the manufacture and sale of Licensed Products in the Territory,
         but only if the sale of such Licensed Products in the Territory
         produced pursuant to such third party agreement is prohibited
         until after the termination of this Agreement.

                   11.8  EQUITABLE RELIEF.  Licensor and Licensee shall
         be entitled to equitable relief by way of temporary and
         permanent injunction and such other and further relief as any
         court with jurisdiction may deem just and proper.

                   11.9  TERMINATION WITHOUT PREJUDICE.  Termination of
         this Agreement pursuant to and conditions hereof shall be
         without prejudice to the terminating party's other rights and
         remedies at law or in equity

                   11.10  WAIVER.  It is expressly understood that under
         no circumstances shall Licensee be entitled, directly or
         indirectly, to any form of compensation or indemnity from
         Licensor 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 



         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -26-







         generality of the foregoing, by its execution of the present
         Agreement, Licensee hereby waives any claim which it has or
         which it may have in the future against Licensor arising from
         any alleged goodwill created by the Licensee for the benefit of
         the said parties or from the alleged creation or increase of a
         market for Licensed Products.  


                  ARTICLE 12.  RELATIONSHIP BETWEEN THE PARTIES

                   12.1  NO AGENCY.  Licensee shall not represent itself
         as the agent or legal representative of Licensor, Licensor's
         affiliates or Tommy Hilfiger for any purpose whatsoever and
         shall have no right to create or assume any obligation of any
         kind, express or implied, for or on behalf of them in any way
         whatsoever.  Licensor shall similarly not represent itself as
         the agent or legal representative of Licensee.


                        ARTICLE 13. INTENTIONALLY OMITTED


                               ARTICLE 14.  BENEFIT

                   14.1  BENEFIT.  This Agreement shall inure to the
         benefit of and be binding upon the parties hereto, and, subject
         to Article 17 hereof, their successors and assigns.


                     ARTICLE 15.  ENTIRE AGREEMENT; AMENDMENT

                   15.1  ENTIRE AGREEMENT; AMENDMENT.  This Agreement
         constitutes the entire agreement of the parties hereto with
         respect to the subject matter hereof and this Agreement may not
         be amended or modified, except in a writing signed by both
         parties hereto.


                             ARTICLE 16.  NON-WAIVER

                   16.1  NON-WAIVER.  The failure of either party to
         enforce at any time any term, provision or condition of this
         Agreement, or to exercise any right or option herein, shall in
         no way operate as a waiver thereof, nor shall any single or
         partial exercise preclude any other right or option herein; and
         no waiver whatsoever shall be valid unless in writing, signed
         by the waiving party, and only to the extent herein set forth.


                             ARTICLE 17.  ASSIGNMENT

                   17.1  NO ASSIGNMENT WITHOUT CONSENT.  The license and
         rights granted to Licensee hereunder are personal in nature,
         and Licensee may not and shall not sell, transfer, lease,
         sublicense 


                                       -27-







         or assign this Agreement or its rights and interest hereunder,
         or any part hereof, by operation of law or otherwise, without
         the prior written consent of Licensor, which consent may be
         withheld by Licensor in its sole and absolute discretion,
         except that Licensee shall have the right, upon written notice
         to Licensor, to assign or sublicense this Agreement to
         Affiliates of Licensee; provided, however, that in such event
         Licensee agrees to guarantee the performance and obligations of
         such corporation, subsidiary or Affiliate under this Agreement.

                   17.2  SALE OF ASSETS.  A sale or other transfer of
         all or substantially all of the assets of Licensee or a change
         in the control of Licensee other than as permitted under
         Article 17.1 shall be deemed an assignment of Licensee's rights
         and interests under this Agreement to which the terms and
         conditions of Article 17.1 of this Agreement shall apply.

                   17.3  SALE OF STOCK/INTEREST.  Any transfer, by
         operation of law or otherwise, of Licensee's interest in this
         Agreement (in whole or in part), a fifty (50%) percent or
         greater interest in one or in a series of transactions in
         Licensee (whether stock, partnership, interest or otherwise) or
         any interest directly or indirectly to a competitor of Licensor
         shall be deemed an assignment of Licensee's rights and interest
         under this Agreement to which the terms and conditions of
         Article 17.1 of this Agreement shall apply.  The issuance of
         shares of stock to other than the existing shareholders or
         their affiliates is deemed to be a transfer of that stock for
         purposes of this Article.  If after the date hereof, there is a
         transfer of less than a fifty (50%) percent interest in
         Licensee to a non Affiliate of Licensee, then any other
         transfer of an interest in Licensee to a non Affiliate of
         Licensee which when added to the total percentage previously
         transferred totals a transfer of greater than fifty (50%)
         percent interest of Licensee, shall be deemed an assignment of
         Licensee's interest in this Agreement within the meaning of
         this Article to which the terms and conditions of Article 20.1
         shall apply.

                   17.4  ASSIGNMENT BY LICENSOR.  Licensor shall have a
         complete and unrestricted right to sell, transfer, lease or
         assign its rights and interests in this Agreement to any
         domestic or foreign corporation or other business entity,
         providing that such transferee agrees to be bound by all of the
         terms hereof and is the holder of the Trademark in the
         Territory.  When Licensor wishes to sell, transfer, lease or
         assign its rights and interests in this Agreement, Licensor
         shall do so on notice to Licensee.


                    ARTICLE 18.  INDEMNIFICATION AND INSURANCE

                   18.1  INDEMNIFICATION BY LICENSEE.  Licensee does
         hereby indemnify and hold harmless Licensor, Tommy Hilfiger,
         and their directors, officers, employees, agents, officials and
         related companies from and against any and all losses,
         liability, damages and expenses (including reasonable
         attorneys' fees and expenses) which they or any of them may
         incur or be obligated to pay in any action, claim or proceeding
         against them or any of them, for or by reason of any acts,
         whether of omission or commission, that may be committed or
         suffered by Licensee or any of their servants, agents or
         employees in connection with Licensee's performance of this
         Agreement, including but not limited to:



                                       -28-








                        18.1.1.   any alleged defect in any Licensed
         Product, regardless of whether the action is based upon
         negligence or strict liability, and regardless of whether the
         alleged negligence of Licensor is characterized as "passive" or
         "active";

                        18.1.2.   the manufacture, labeling, sale,
         distribution or advertisement of any Licensed Product by
         Licensee;

                        18.1.3.   any violation of any warranty,
         representation or agreement made by Licensee pertaining to a
         Licensed Product;

                        18.1.4.   the claim of any broker, finder or
         agent in connection with the making of this Agreement or any
         transactions contemplated by this Agreement.

         The provisions of this Article and Licensee's obligations
         hereunder shall survive any termination or rescission of this
         Agreement.

                   18.2  NOTICE OF SUIT OR CLAIM.  Licensee shall
         promptly inform Licensor by written notice of any suit or claim
         against Licensee relating to Licensee's performance under this
         Agreement, whether such suit or claim is for personal injury,
         involves alleged defects in the Licensed Products manufactured,
         sold or distributed hereunder, or otherwise.

                   18.3  INDEMNIFICATION BY LICENSOR.  Licensor does
         indemnify and hold harmless Licensee, against any and all
         liabilities, damages and expense (including reasonable
         attorneys' fees, costs and expenses) which Licensee may incur
         or be obligated to pay in any action or claim against Licensee
         for infringement of any other person's claimed right to use a
         trademark in the Territory, but only where such action or claim
         results from Licensee's use of the Trademark in the Territory
         in accordance with the terms of this Agreement and where
         Licensee is not at fault.  Licensee shall give Licensor prompt
         written notice of any such claim or action, and thereupon
         Licensor shall undertake and conduct the defense of any suit so
         brought.  It is understood, however, that if there is a dispute
         between Licensor and Licensee as to whether the suit was
         brought as a result of Licensee's failure to use the mark in
         accordance with the terms of this Agreement, Licensee may be
         required to conduct such defense unless and until it is
         determined that no such misuse of the Trademark occurred and
         that Licensee are not at fault.  In the event appropriate
         action is not taken by Licensor within thirty (30) days of its
         receipt of notice from Licensee, Licensee shall have the right
         to defend such claim or action in its own name, but no
         settlement or compromise of any such claim or action may be
         made without the prior written approval of Licensor.  In either
         case, Licensor and Licensee shall keep each other fully advised
         of all developments and shall cooperate fully with each other
         and in all respects in connection with any such defense is
         made.  Such indemnification shall be deemed to apply solely to
         the amount of the judgment, if any, against Licensee, and sums
         paid by Licensee in connection with its defense.  Such
         indemnification shall not apply to any damages sustained by
         Licensee by reason of such claimed infringement other than
         those specified above.  The provisions of this Article and
         Licensor's obligations hereunder shall survive any termination
         or rescission of this Agreement.


                                       -29-







                   18.4  INSURANCE.

                        (a)  Requirements.  Without limiting Licensee's
         liability pursuant to the indemnity provisions of this
         Agreement, Licensee shall maintain commercial general liability
         insurance in the amount of at least * (combined single limit
         per occurrence) with a broad form property damage liability
         coverage.  This insurance shall include broad form blanket
         contractual liability, personal injury liability, advertising
         liability, products and completed operations liability.  Each
         coverage shall be written on an "occurrence" form.

                        (b)  Theft and Destruction Coverage.  Licensee
         shall purchase insurance against theft and destruction of the
         Licensed Products which shall (1) be written on an "all risk"
         basis; (2) provide that Licensee shall be reimbursed for loss
         in an amount equal to the manufacturer's selling price for the
         products (this may be accomplished by either a selling price
         endorsement or business interruption insurance); (3) provide
         that Licensor is added as a loss payee in respect to losses to
         Licensed Products as their interests may appear; (4) be in
         effect while goods are on premises owned, rented or controlled
         by Licensee and while in transit or storage; and (5) include a
         brand and label clause stating, among other things, that the
         insurer will pay the cost of removing Licensor's name from
         damaged merchandise and relabeling goods.

                        (c)  General Provisions.  The insurance
         described in subArticles 18.4(a) and 18.4(b) shall include:
         (1) an endorsement stating that Licensor shall receive at least
         thirty (30) days written notice prior to cancellation or non-
         renewal of coverage; (2) an endorsement naming Licensor as an
         additional insured; and (3) a mutual waiver of subrogation for
         insured property losses.

                        (d)  Approved Carrier/Policy Changes.  All
         insurance shall be obtained from an insurance company approved
         by Licensor which approval shall not be unreasonably withheld.
         Licensee shall give at least thirty (30) days prior written
         notice to Licensor of the cancellation of, or any modification
         in, such insurance policy that would affect Licensor's status
         or benefits thereunder.  This insurance may be obtained for
         Licensor by Licensee in conjunction with a policy which covers
         products other than the Licensed Products.

                        (e)  Evidence of Coverage.  No later than thirty
         (30) days from the effective date hereof, Licensee shall
         furnish to Licensor evidence, in form and substance
         satisfactory to Licensor, of the maintenance and renewal of the
         required insurance including, but not limited to, copies of
         policies with applicable riders and endorsements, and
         certificates of insurance.

                        (f)  Territory.  The insurance set forth in this
         Section must cover all countries in the Territory in which
         Licensee sells or manufactures Licensed Products.


                            ARTICLE 19.  SEVERABILITY

                   19.1  SEVERABILITY.  If any provision or any portion
         of any provision of this Agreement 


         *    This information has been omitted pursuant to a request
              for confidential treatment filed with the Securities and
              Exchange Commission.


                                       -30-







         shall be construed to be illegal, invalid, or unenforceable,
         such shall be deemed stricken and deleted from this Agreement
         to the same extent and effect as if never incorporated herein,
         but all other provisions of this Agreement and any remaining
         portion of any provision which is not deemed illegal, invalid
         or unenforceable in part shall continue in full force and
         effect.


                               ARTICLE 20.  NOTICES

                   20.1  NOTICES.  All reports, approvals and notices
         required or permitted to be given under this Agreement shall,
         unless specifically provided otherwise in this Agreement, be
         deemed to have been given if personally delivered or if mailed
         by certified or registered mail, 

         if to Licensor, to:             TOMMY HILFIGER LICENSING, INC.
                                         913 N. Market Street
                                         Wilmington, Delaware  19801

                   Attention:            Mr. Joel Horowitz
                                         President

                   Copy to:              Steven R. Gursky, Esq.
                                         Gursky & Associates, P.C.
                                         21 East 40th Street
                                         New York, New York  10016


         and if to Licensee, to:         PEPE JEANS LONDON CORPORATION
                                         11 Lower Square
                                         Old Isleworth
                                         Middlesex
                                         United Kingdom TW76BN

                   Attention:            Sydney R. Neil
                                         Group Chief Financial Officer

         The parties may change their address for receipt of notices at
         any time upon notice to the other party.


                      ARTICLE 21.  SUSPENSION OF OBLIGATIONS

                   21.1  SUSPENSION OF OBLIGATIONS.  If Licensee shall
         be prevented from performing any of its obligations because of
         governmental regulation or order, or by strike, civil unrest or
         war, declared or undeclared, or other calamities such as fire,
         flood, hurricane, tornado, earthquake, or similar acts of God,
         or because of other similar or dissimilar cause beyond the
         control of Licensee, 


                                       -31-







         Licensee's obligations shall be suspended during the period of
         such conditions.  If such condition continues for a period of
         more than sixty (60) days, Licensor shall have the right to
         terminate this Agreement.  If the act of force majeure consists
         of a fire, flood, hurricane, tornado, earthquake or nuclear war
         and if the act prevents Licensee from manufacturing and/or
         timely delivering the Licensed Products, whether due to an
         inability to obtain fabric or other materials, destruction of
         manufacturing facilities, inability to deliver finished
         product, or otherwise, Licensee shall have a period of not to
         exceed ninety (90) days to find alternate sources and Licensee
         shall advise Licensor on a weekly basis of the progress it has
         made in that regard.  If, in Licensor's reasonable opinion,
         Licensee shall fail to diligently proceed to obtain alternate
         sources, or if the condition shall continue to exist for a
         period of ninety (90) days, Licensor shall have the right to
         terminate this Agreement.


                              ARTICLE 22.  EXHIBITS

                   22.1  EXHIBITS.  All Exhibits are incorporated into
         this Agreement.  The forms of Licensor may be revised by
         Licensor at any time.


                          ARTICLE 23.  OTHER PROVISIONS

                   23.1  HEADINGS.  The headings of the Articles and
         Articles of this Agreement are for convenience only and in no
         way limit or affect the terms or conditions of this Agreement.

                   23.2  COUNTERPARTS.  This Agreement may be executed
         in two (2) or more counterparts, each of which shall be deemed
         an original, but all of which together shall constitute one and
         the same instrument.

                   23.3  CONSTRUCTION.  This Agreement shall be
         interpreted and construed in accordance with the laws of the
         State of New York with the same force and effect as if fully
         executed and to be performed therein.

                   23.4  JURISDICTION.  The parties hereby consent to
         the jurisdiction of the United States District Court for the
         Southern District of New York and of any of the courts of the
         State of New York in any dispute arising under this Agreement
         and agree further that service of process or notice in any such
         action, suit or proceeding shall be effective if in writing and
         delivered in person or sent as provided in Article 20.1 hereof.

                   23.5  COMPLIANCE WITH LAWS.  Licensee shall comply
         with all laws, rules, regulations and requirements of any
         governmental body which may be applicable to the operations of
         Licensee contemplated hereby, including, without limitation, as
         they relate to the manufacture, distribution, sale or promotion
         of Licensed Products, notwithstanding the fact that the
         Licensor may have approved 


                                       -32-







         such item or conduct.

                   IN WITNESS WHEREOF, the parties have executed this
         Agreement.

                                    TOMMY HILFIGER LICENSING, INC.



                                    By: /s/ Virginia M. Cleary          

                                    Title:  Assistant Secretary         



                                    PEPE JEANS LONDON CORPORATION



                                    By:  /s/ Lawrence S. Stroll         

                                    Title:  Group CEO                   



                                    SEL INTERNATIONAL INVESTMENTS CORP.,
                                    as to Article 11.6 only



                                    By:  /s/ Lawrence S. Stroll         

                                    Title:  Director                    



















                                       -33-







                          TOMMY HILFIGER LICENSING, INC.
                             TRADEMARK REGISTRATIONS
                                   IN CLASS 25

                                                                REGISTRATION/
  COUNTRY                    TRADEMARK                       APPLICATION NUMBER

  Austria                    TOMMY HILFIGER                     131.765

                             FLAG LOGO DESIGN                   131.766

                             CREST DESIGN                       137.606

                             TOMMY JEANS                        144.359

                                                                               

  Benelux
  (Belgium, Holland,
  Luxembourg)                TOMMY HILFIGER                     426,561
                                                                429,870
                                                                426,561
                                                                587,912
                                                                524,087

                             FLAG LOGO DESIGN                   425,504
                                                                G/M91341-2/AUD
                                                                525,311

                             CREST DESIGN                       492,977
                                                                542,161

                             TOMMY JEANS                        504,923
                                                                551,020
                                                                               

  Czech Republic             TOMMY HILFIGER                     170820

                             FLAG LOGO DESIGN                   170821

                             CREST DESIGN                       171263

                             TOMMY JEANS                        173586







                                                                REGISTRATION/
  COUNTRY                    TRADEMARK                       APPLICATION NUMBER

  Denmark                    TOMMY HILFIGER                     VR01.175-1988
                                                                VR04.173-1988

                             FLAG LOGO DESIGN                   VR07.690-1989

                             CREST DESIGN                       VR08.882-1991
                                                                               

  Finland                    TOMMY HILFIGER                     102733
                                                                104075
                                                                134970

                             FLAG LOGO DESIGN                   107592
                                                                4074/95

                             CREST DESIGN                       120879

                             TOMMY JEANS                        126874
                                                                               

  France                     TOMMY HILFIGER                     1.362.238
                                                                1.460.956

                             FLAG LOGO DESIGN w/
                             words "TOMMY HILFIGER"             93.470.085

                             FLAG LOGO DESIGN                   1.460.958

                             CREST DESIGN                       1.659.719

                             TOMMY JEANS                        1.688.331
                                                                               

  Germany                    TOMMY HILFIGER                     1109376
                                                                1161454
                                                                39522688.0
                                                                2.061.836

                             FLAG LOGO DESIGN w/
                             words "TOMMY HILFIGER"             39523559.6

                             FLAG LOGO DESIGN                   1161455







                                                                REGISTRATION/
  COUNTRY                    TRADEMARK                       APPLICATION NUMBER

  Germany (ctd.)             CREST DESIGN                       2008483

                             TOMMY JEANS                        H66049/25W2
                                                                               

  Greece                     TOMMY HILFIGER                     83.364
                                                                89.451

                             FLAG LOGO DESIGN w/
                             words "TOMMY HILFIGER"             118.811

                             FLAG LOGO DESIGN                   89.449

                             CREST DESIGN                       103.364

                             TOMMY JEANS                        105.727
                                                                               

  Hungary                    TOMMY HILFIGER                     H133030

                             FLAG LOGO DESIGN                   H133031

                             CREST DESIGN                       H133029

                             TOMMY JEANS                        H133898
                                                                               

  Iceland                    TOMMY HILFIGER                     601/1991

                             FLAG LOGO DESIGN                   600/1991

                             CREST DESIGN                       598/1991

                             TOMMY JEANS                        1186/1991
                                                                               

  Ireland                    TOMMY HILFIGER                     122464

                             FLAG LOGO DESIGN                   158780







                                                                REGISTRATION/
  COUNTRY                    TRADEMARK                       APPLICATION NUMBER

                             CREST DESIGN                       143279

                             TOMMY JEANS                        148793
                                                                               

  Israel                     TOMMY HILFIGER                     79086

                             FLAG LOGO DESIGN                   79085

                             CREST DESIGN                       79088

                             TOMMY JEANS                        80839
                                                                               

  Italy                      TOMMY HILFIGER                     470291
                                                                506426

                             FLAG LOGO DESIGN                   506424
                                                                MI94C000342

                             CREST DESIGN                       622481

                             TOMMY JEANS                        626341
                                                                               

  Norway                     TOMMY HILFIGER                     132363

                             FLAG LOGO DESIGN                   136584

                             CREST DESIGN                       157091

                             TOMMY JEANS                        154338
                                                                               

  Poland                     TOMMY HILFIGER                     72050

                             FLAG LOGO DESIGN                   73614

                             CREST DESIGN                       73615

                             TOMMY JEANS                        75145
                                                                               �c;







                                                                REGISTRATION/
  COUNTRY                    TRADEMARK                       APPLICATION NUMBER

  Portugal                   TOMMY HILFIGER                     237882

                             FLAG LOGO DESIGN                   241862
                                                                301840

                             CREST DESIGN                       271390

                             TOMMY JEANS                        276421
                                                                               

  Slovenia                   TOMMY HILFIGER                     9180345

                             FLAG LOGO DESIGN w/
                             words "TOMMY HILFIGER"             9180346

                             CREST DESIGN                       9180344

                             TOMMY JEANS                        9181742
                                                                               

  Spain                      TOMMY HILFIGER                     1.148.653/8

                             FLAG LOGO DESIGN w/
                             words "TOMMY HILFIGER"             01.773.419/1

                             FLAG LOGO DESIGN                   01.729.292/1

                             CREST DESIGN                       1.618.567

                             TOMMY JEANS                        1.654.164
                                                                               

  Sweden                     TOMMY HILFIGER                     207346
                                                                258267

                             FLAG LOGO DESIGN                   211267
                                                                265070
                                                                257924

                             CREST DESIGN                       235386

                             TOMMY JEANS                        247080







                                                                REGISTRATION/
  COUNTRY                    TRADEMARK                       APPLICATION NUMBER

  Switzerland                TOMMY HILFIGER                     384775
                                                                384754

                             FLAG LOGO DESIGN                   384808
                                                                430951

                             CREST DESIGN                       1431/96
                                                                388767
                                                                1431/96

                             TOMMY JEANS                        392373
                                                                               

  Ukraine                    TOMMY HILFIGER                     94061933/T

                             FLAG LOGO DESIGN                   94061934/T

                             CREST DESIGN                       94061935/T

                             TOMMY JEANS                        94061937/T
                                                                               

  United Kingdom             TOMMY HILFIGER                     1576084
  (England, Northern                                            1300553
  Ireland, Scotland, Wales)
                             FLAG LOGO DESIGN w/                2021519
                             words "TOMMY HILFIGER"             1297398

                             TOMMY JEANS                        1473971
                                                                               

  CMT (COMMUNITY TRADEMARK APPLICATIONS)

  TOMMY HILFIGER                                              NOT YET PROVIDED
  FLAG LOGO DESIGN w/words "TOMMY HILFIGER"                   NOT YET PROVIDED
  FLAG LOGO DESIGN                                            NOT YET PROVIDED
  CREST DESIGN                                                NOT YET PROVIDED
  TOMMY JEANS                                                 NOT YET PROVIDED








                                    EXHIBIT A







    TOMMY HILFIGER LICENSING, INC.      STATEMENT OF ROYALTIES

                                        FOR______________TO______________19__
                                                      (QUARTER)


    LICENSEE NAME_________________________

    LICENSEE ADDRESS______________________

    ______________________________________

    LICENSEE PRODUCT(S)___________________


    ----------------------------------------------------------------------------------------------------------------------
                                                       
    CUSTOMER INVOICE  ITEM     UNIT      NUMBER    GROSS  LESS           LESS         LESS     NET SALES       NET ROYALTY
    NAME             NUMBER   STYLE NO. WHOLESALE  SOLD  ALLOWANCES   MARKDOWNS    TRADE     RETURNS               AMOUNT
                                         PRICE                        DISCOUNTS                                  
    DISCOUNTS
    ----------------------------------------------------------------------------------------------------------------------









    ----------------------------------------------------------------------------------------------------------------------
    ----------------------------------------------------------------------------------------------------------------------
    TOTALS

    SEND STATEMENT TO:  TOMMY HILFIGER LICENSING, INC.   I CERTIFY THAT THE 
                        913 N. Market Street             ABOVE IS ACCURATE
                        Wilmington, Delaware  19801
                        U.S.A.                                               
                                                         SIGNATURE

                                                                             


    
EXHIBIT B TOMMY HILFIGER LICENSING, INC. Page______ of ________ Date__________________ FORM MUST BE SUBMITTED COMPLETE SUBMIT TO THE ATTENTION OF: TOMMY HILFIGER LICENSING, INC. 25 WEST 39TH STREET NEW YORK, NEW YORK 10018 SAMPLE APPROVAL FORM (ALL SAMPLES SUBMITTED FOR APPROVAL MUST BE IN CORRECT FABRIC) NAME OF LICENSEE ________________________________________________________ LICENSED PRODUCT ________________________________________________________ LICENSEE'S ADDRESS ______________________________________________________ SEASON ____________ STYLE NUMBER ______________ FABRICATION ____________ WHOLESALE PRICE _________________ COLORS ______________________________ SIZES ___________________________ FACTORY ______________________________ START TAKING ORDERS ____________________ END TAKING ORDERS _____________ START SHIP _____________________________ END SHIP ______________________ APPROVED ___________________ DISAPPROVED __________________ COMMENTS ________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ ______________________________ ______________________________ SIGNATURE OF LICENSEE SIGNATURE OF LICENSOR DATE RETURNED TO LICENSEE ______________________________________ EXHIBIT C THIRD PARTY MANUFACTURING AGREEMENT THIS AGREEMENT made this ___ day of ________ 1996, by and between ____________________________________, a ____________ corporation, having an office at _________________ ____________________________________ (hereinafter referred to as the "Company") and __________________ having an office at ______________________________________ (hereinafter referred to as the "Manufacturer"). W I T N E S S E T H : WHEREAS the Manufacturer is engaged in the manufacture of garments and/or other items of apparel; WHEREAS, the Company wishes to contract with the Manufacturer for manufacture of certain garments and/or other items of apparel from time to time, which garments and/or other items of apparel (the "Products") will bear the trademark Tommy Hilfiger, the trade name Tommy Hilfiger, all related logos, crests, emblems or symbols, and all combinations, form and derivatives thereof as are from time to time used by the Company or any of its affiliates, whether registered or unregistered as shown in the attached Exhibit A (the "Trademarks"); and WHEREAS, the Company has been licensed by Tommy Hilfiger Licensing, Inc. ("THLI"), a Delaware corporation, to use the Marks. THLI is the owner of all rights, title and interests in and to the Trademarks. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows: 1. THE PRODUCTS. Company and THLI have created certain designs and patterns from which the Manufacturer will create three dimensional samples. The Company shall advise the Manufacturer if the samples meet the Company's quality requirement within twenty-one (21) days of receipt. The Manufacturer shall make any modifications to the samples as required by the Company. Samples accepted by the Company shall be designated as prototypes for the purposes of this Agreement. 2. TERM. (a) The term of this Agreement shall be for ____ (__) year(s) commencing on the ____ day of __________, 1996 and terminating on the ____ day of __________________. EXHIBIT D (b) In the event that the Manufacturer shall have faithfully performed each and every obligation of this Agreement during the Term referred to in Article 2(a) above, then this Agreement shall automatically renew from month to month commencing immediately upon expiration of the term, unless either party has given the other thirty (30) days written notice of its intention to terminate the Agreement. 3. MANUFACTURE. (a) Manufacturer shall only produce the specific number of products as requested by the Company and at no time shall produce excess goods or overruns. Manufacturer shall not sell any products bearing the Trademarks to any third parties without the express written consent of the Company. (b) Manufacturer shall manufacture the Products and Packaging to conform in quality and specifications to the prototypes as defined in Article 1 above and as outlined in the Quality Assurance Manual developed by the Company. (c) All Products and Packaging manufactured by Manufacturer shall be delivered to locations specified by the Company or directly to the Company, whichever the Company may direct. (d) Manufacturer shall not enter into any agreement with any third party for the manufacture of the Products without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion. In order to maintain the Company's high standard of quality control and to insure that appropriate measures are taken against counterfeiting, the Manufacturer will advise the Company of the following information prior to obtaining the Company's written consent: (i) name and address of each proposed manufacturer; (ii) type and style of the Products to be manufactured; (iii) quantity of the Products to be manufactured; and (iv) any other relevant information. The Manufacturer will also obtain the signature of an authorized representative from each third party manufacturer approved by the Company on an agreement, in a form substantially similar to this Agreement, designated to protect the THLI's rights in the Trademarks. The Manufacturer acknowledges that it shall remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of such subcontracting arrangement. (e) Manufacturer shall adhere to all federal, state and local laws which pertain to the manufacture of clothing and apparel, including the Flammable Fabrics Act, as amended, and regulations thereunder and Manufacturer guarantees, that with regard to all products, fabrics or related materials used for the manufacture of the Products, which are to be sold by the Company for which flammability standards have been issued, amended or continued in effect under the Flammable Fabrics Act, as amended, reasonable and representative tests, as prescribed by the Consumer Product Safety Commission have been performed which show that the Products at the time of their shipment or delivery conform to the above-referenced flammability standards as are applicable. EXHIBIT D 4. INSPECTION. (a) Company shall have the right to send any representative or agent to inspect Manufacturer's premises or its subcontractors' premises to the extent the Manufacturer may have subcontractors as provided in 3(c) above. (b) Such rights of inspection shall include the right to inspect, test, and take samples of the Products, whether finished or semi-finished, at any time during the manufacturing process. (c) Company shall have the right to reject any Products or Packaging as not meeting the standards described in Article 1 above. (d) Manufacturer shall not have the right to sell or otherwise distribute any rejected Products or Packaging. All such products shall be destroyed according to methods and procedures provided by the Company. 5. NOTICES. (a) Manufacturer warrants and represents that the Trademarks will appear on all of the Products in the manner set forth in the attached Exhibit A. The Trademarks shall appear on the Packaging in the form shown in Exhibit A. (b) No other trademarks or notices shall appear on Products or Packaging without the Company's prior written consent in each instance. 6. USE OF TRADEMARKS. (a) Manufacturer shall not at any time use, promote, advertise, display or otherwise commercialize the Trademarks or any material utilizing or reproducing the Trademarks in a manner that will adversely affect any rights of ownership of the Company therein or in a manner that would derogate or detract from its repute. Manufacturer shall not use the Trademarks, in any manner whatsoever (including, without limitation, for advertising, promotion and publicity purposes), without obtaining the prior written approval of the Company. (b) The Trademarks shall be used in the form as shown in attached Exhibit A. (c) The Company assumes no liability to Manufacturer or third parties with respect to Manufacturer's use of the Trademarks other than in strict conformity with the specifications set forth in this Agreement. (d) Manufacturer's use of the Trademarks on the Products and/or Packaging shall EXHIBIT D inure to the benefit of the Company. Manufacturer shall take any and all steps required by the Company and the law to perfect the Company's rights therein. 7. PROPERTY OF OWNER. (a) Manufacturer recognizes the great value of the goodwill associated with the Trademarks and the identification of the Products with the Trademarks and acknowledges that the Trademarks and all rights therein and goodwill pertaining thereto belong exclusively to the Company. Manufacturer further recognizes and acknowledges that a breach by Manufacturer of any of its covenants, agreements or other undertakings hereunder will cause the Company irreparable damage, which cannot be adequately remedied in damages in an action at law, and may, in addition thereto, constitute an infringement of the Company's rights in the Trademarks, thereby entitling the Company to equitable remedies, costs and reasonable attorney's fees. (b) To the extent any rights in and to the Trademarks are deemed to accrue to Manufacturer, Manufacturer hereby assigns any and all such rights, at such time as they may be deemed to accrue, including the related goodwill, to the Company. (c) Manufacturer shall (i) never challenge the validity or the Company's ownership of the Trademarks or any application for registration thereof, or any trademark registration thereof and (ii) never contest the fact that Manufacturer's rights under this Agreement are solely those of a manufacturer and terminate upon expiration or termination of this Agreement. Manufacturer shall, at any time, whether during or after the term of the Agreement, execute any documents reasonably requested by the Company to confirm the Company's ownership rights. All rights in the Trademarks other than those specifically granted herein are reserved by the Company for its own use and benefit. (d) Without limiting the generality of any other provision of this Agreement, Manufacturer shall not (i) use the Trademarks, in whole or in part, as a corporate or trade name or (ii) join any name or names with the Trademarks so as to form a new trademark. Manufacturer agrees not to register, or attempt to register, the Trademarks in its own name or any other name, anywhere in the world. (e) All provisions of this Article shall survive the expiration or termination of this Agreement. 8. TRADEMARK PROTECTION. (a) In the event that Manufacturer learns of any infringement or imitation of the Trademarks or of any use by any person or entity of a trademark similar to the Trademarks, it shall promptly notify the Company. The Company thereupon shall take such action as it deems advisable for the protection of its rights in and to the Trademark and, if requested to do so by the Company, Manufacturer shall cooperate with the Company in all respects. In no event, however, shall the Company be required to take any action if it deems it inadvisable to do so. EXHIBIT D (b) Company shall have the right to defend, at its cost and expense, and with counsel of its own choice, any action or proceeding brought against Manufacturer for alleged trademark infringement arising out of Manufacturer's use of the Trademarks in accordance with the provisions of this Agreement. (c) Manufacturer shall cooperate with the Company in the execution, filing and prosecution of any trademark, copyright or design patent applications that the Company may desire to file and for that purpose Manufacturer shall supply to the Company from time to time such samples as may be reasonably required. (d) All provisions of this Article shall survive the expiration or termination of this Agreement. 9. TRANSSHIPMENT. Manufacturer hereby acknowledges the Company's strict policy against transshipment of the Products. Transshipment includes any products sewn or otherwise manufactured in one country and then shipped to the United States with a second company's "country of origin" labels and export licenses to avoid adverse trade restrictions and import quotas. Transshipment can involve both the raw materials used to manufacture the Products and the finished Products. The Manufacturer further acknowledges that transshipment in any form violates U.S. federal law and the Company reserves the right to immediately terminate this agreement according to the terms contained herein, upon receipt of proof of transshipment of the Products by the Manufacturer. 10. SECONDS, THIRDS OR EXCESS GOODS. Manufacturer shall not have the right to sell any Products or Packaging which are determined to be seconds, thirds or are in excess of the amount of the products requested by the Company. All seconds or excess products, including trims, shall be purchased by the Company at the reasonable fair market price. Manufacturer shall not have the right to sell any thirds, which shall be destroyed by Manufacturer, who shall supply a Certificate of Destruction to the Company. The Company shall have the right to inspect any seconds or excess products to ensure that they comply with the terms of this Agreement. 11. STOLEN GOODS OR DAMAGED GOODS. Manufacturer will provide the Company with immediate notice of any stolen Products or damaged Products including Products that are in production. With regard to damaged Products (i.e., Thirds), Manufacturer shall not have the right to sell any damaged Products and all damaged Products (i.e., Thirds) will be destroyed by the Manufacturer. With regard to stolen Products, Manufacturer shall cooperate with the Company with respect to any action regarding the stolen Products. 12. DESIGN OWNERSHIP. All rights, including without limitation, copyright, trade secret and design patent, to designs for the Products including, without limitation, artwork, prints patterns, package designs, labels advertising or promotional materials or any other designs using or used on or affixed thereto, and to any package design, bearing the Trademarks shall be the property of the Company. All Products manufactured from designs submitted by Manufacturer and approved by the EXHIBIT D Company, shall bear the Trademarks. 13. CONFIDENTIALITY. During the term of this Agreement and thereafter, each party shall keep strictly secret and confidential any and all information acquired from the other party hereto or its designee and shall take all necessary precautions to prevent unauthorized disclosure of such information. The Manufacturer acknowledges that it will receive from the Company prints, designs, ideas, sketches, and other materials which the Company intends to use on or in connection with lines of merchandise which have not yet been put into the channels of distribution. The parties recognize that these materials are valuable property of the Company. The Manufacturer acknowledges the need to preserve the confidentiality and secrecy of these materials and agrees to take all necessary steps to ensure that use by it or by its employees and/or agents will in all respects preserve such confidentiality and secrecy. The Manufacturer shall take all reasonable precautions to protect the secrecy of the materials, samples, and designs prior to their commercial distribution or the showing of samples for sale, and shall not manufacture any merchandise employing or adapted from any of said designs except for the Company or its affiliates or designees. 14. FORCE MAJEURE. (a) No failure or omission by either of the parties to perform any of its obligations under this Agreement shall be deemed a breach of this Agreement if such failure or omission is the result of acts of God, war, riot, accidents, compliance with any action or restriction of any government or agency thereof, strikes or labor disputes, inability to obtain suitable raw materials, fuel, power or transportation, or any other factor or circumstance beyond the control of the party, which is not attributable to the negligence of such party. (b) Any suspension of performance by reason of this Article shall be limited to the period during which such cause of failure exists, but such suspension shall not affect the running of the term of this Agreement. However, if the suspension of performance by reason of this Article exceeds six months, either party may give written notice of termination of this Agreement. 15. MANUFACTURER'S WARRANTIES AND REPRESENTATIONS. Manufacturer warrants and represents that: (a) It has and will have throughout the Term of this Agreement, the full power, authority and legal right to execute and deliver, and to perform fully and in accordance with all of the terms of, this Agreement. (b) The entering of this Agreement by Manufacturer does not violate any agreements, rights or obligations existing between Manufacturer and any other person, entity, or corporation. (c) It is not engaged in and will not engage in any activities which are in violation of EXHIBIT D any applicable Domestic, Foreign or International Laws, Rules or Regulations, including without limitation Laws, Rules or Regulations governing labor, the environment, the sale of goods, U.S. Customs Laws or illegal transshipment. The Company maintains a policy against engaging in any illegal activities and will not buy or sell products provided throughout the use of any unlawful or unethical practices. 16. THE COMPANY'S WARRANTIES AND REPRESENTATIONS. Company warrants and represents that: (a) It has, and will have throughout the Term of this Agreement, the right to authorize use of the Trademark to Manufacturer in accordance with the terms and provisions of this Agreement; and (b) The entering of this Agreement by the Company does not violate any agreements, rights or obligations existing between the Company and any other person, entity, or corporation. 17. INDEMNIFICATIONS. (a) Company hereby indemnifies Manufacturer and shall hold it harmless from any loss, liability, damage, cost or expense (including reasonable attorneys fees) arising out of any claims or suits which may be brought against Manufacturer by reason of the breach by the Company of the warranties or representations as set forth in Article 16, provided that Manufacturer gives prompt written notice, and full cooperation and assistance to the Company relative to any such claim or suit, and that the Company shall have the option to undertake and conduct the defense of any suit so brought. The Manufacturer shall cooperate fully in all respects with the Company in the conduct and defense of said suit and/or proceedings. (b) Manufacturer indemnifies and agrees to hold the Company harmless from any loss, liability, damage, cost or expense (including reasonable attorneys fees), arising out of (i) any claims or suits by reason of any unauthorized use by Manufacturer in connection with the Products or the Trademarks covered by this Agreement; (ii) Manufacturer's non-compliance with any applicable federal, state, or local law or with any other applicable governmental regulations; and (iii) any alleged defects and or inherent dangers in Products or use thereof. 18. TERMINATION. (a) Company shall have the right to terminate this Agreement, if Manufacturer breaches any of its obligations under this Agreement or such other occurrences as outlined below. (i) If any governmental agency or other body or office or official vested with EXHIBIT D appropriate authority finds that the Products are harmful or defective in any way, manner or form, or are being sold or distributed in contravention of applicable laws and regulations or in a manner likely to cause harm; or (ii) If Manufacturer manufactures the Products without the prior written approval of the Company as provided herein or in direct contradiction to the Purchase Order; or (iii) If Manufacturer is unable to pay its debts when due, or makes any assignment for the benefit of creditors, or files any petition under the bankruptcy or insolvency laws of any jurisdiction, country or place, or has or suffers a receiver or trustee to be appointed for its business or property, or is adjudicated a bankrupt or an insolvent; or (iv) If Manufacturer fails to make timely delivery of the Products. (b) In the event any of these defaults occur, the Company shall give notice of termination in writing to Manufacturer by certified mail. The Manufacturer shall have ten (10) days from the date of giving notice in which to correct any of these defaults or at the Owner's sole discretion, Manufacturer may be given additional time to correct such defaults and failing such, this Agreement shall thereupon immediately terminate. 19. ACTS UPON EXPIRATION OR TERMINATION AT THIS AGREEMENT. (a) Upon and after the expiration or termination of this Agreement, Manufacturer agrees not to make reference in its advertising or its business materials as having been formerly associated with the Company or the Trademarks. (b) Upon and after the expiration or termination of this Agreement, all rights granted to Manufacturer hereunder shall forthwith revert to the Company, who shall be free to transfer any and all rights to others to use the Trademarks in connection with the manufacture of the Products. (c) Upon and after the expiration or termination of this Agreement, Manufacturer and its Affiliates will refrain from further use of the Trademarks or any further reference to it, directly or indirectly, or of anything confusingly similar thereto, in connection with the manufacture or sale of any products. Additionally, all sketches, patterns, prototypes, samples or other materials relating to the Products shall be returned by Manufacturer to the Company. (d) In the event of expiration or termination of this Agreement, as herein provided, with the exception of the Products which Manufacturer must ship to satisfy any unfilled, confirmed orders for the current season it had received prior to said expiration or termination, the Company shall have the prior right and option to purchase any or all of the Products and Packaging Materials, as then in Manufacturer's possession or carried on its books of account. Upon such termination or EXHIBIT D expiration Manufacturer shall immediately cause physical inventories to be taken of (i) Products on hand; (ii) Products in the process of manufacture; and (iii) all Packaging Materials, which inventories shall be reduced to writing and a copy thereof shall be delivered to Company not later than fifteen (15) days from such termination or expiration. Written notice of the taking of each inventory shall be given the Company at least forty-eight (48) hours prior thereto. The Company shall have the right to be present at such physical inventory or to take its own inventory, and to exercise all rights it has available with respect to the examination of Manufacturer's books and records. If Manufacturer does not allow the Company to take such inventory it shall have no right to sell the remaining Products as provided in Article 19(f) below. (e) Manufacturer recognizes that any sale of the Products upon termination or expiration, would cause irreparable damage to the prestige of the Company and to the Trademark, and to the goodwill pertaining thereto. (f) Upon expiration or termination of this Agreement, Manufacturer shall cease the manufacture of Products. All the Products set forth on the inventories referred to in subdivision (i) and (ii) of Article 19(f) which are not purchased by the Company pursuant to such Article may be sold subject to the Company's prior right to approve the customers and the terms and conditions of each sale. Such sale shall otherwise be strictly in accordance with the terms, covenants and conditions of this Agreement as though the Agreement had not expired or terminated. 20. NOTICES. All notices which either party hereto is required or may desire to give shall be given by addressing the same to the address hereinafter in this Article, or at such other address as may be designated in writing by any party in a notice to the other given in the manner prescribed in this Article. All such notices shall be sufficiently given when mailed by registered or certified mail. The address to which any such notices, shall be given are the following: TO COMPANY: TO MANUFACTURER: ATTENTION: ATTENTION: 21. NO PARTNERSHIP, ETC. This Agreement does not constitute and shall not be construed to create a partnership or joint venture between the Company and Manufacturer. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons. 22. NON-ASSIGNABILITY, ETC. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns. This Agreement is personal to Manufacturer, and Manufacturer shall not franchise its rights hereunder and neither this Agreement nor any of the rights EXHIBIT D of Manufacturer hereunder shall be sold, transferred or assigned by Manufacturer and no rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee or other party. 23. SEVERABILITY. If any provision or any portion of any provision of this Agreement shall be construed to be illegal, invalid, or unenforceable, such shall be deemed stricken and deleted from this Agreement to the same extent and effect as if never incorporated herein, but all other provisions of this Agreement and remaining portion of any provision which is not found to be illegal, invalid or unenforceable in part shall continue in full force and effect. 24. HEADINGS. The headings of the Articles of this Agreement are for convenience only and shall in no way limit or affect the term or conditions of this Agreement. 25. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26. CONSTRUCTION. This Agreement shall be construed in accordance with the laws of the State of New York of the United States of America. 27. WAIVER, MODIFICATION, ETC. No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any acts other than those specifically referred to herein. The fact that the Company has not previously insisted upon Manufacturer expressly complying with any provision of this Agreement shall not be deemed to be a waiver of the Company's future right to require compliance in respect thereof and Manufacturer specifically acknowledges and agrees that the prior forbearance in respect of any act, term or condition shall not prevent the Company from subsequently requiring full and complete compliance thereafter. Continued... EXHIBIT D 28. JURISDICTION. In the event that a court action becomes necessary the Company and Manufacturer consent to the jurisdiction of the courts of the State of New York, including all New York Courts and all Federal Courts of the State of New York. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above. COMPANY: MANUFACTURER: By: By: Name: Name: Title: Title: EXHIBIT D TOMMY HILFIGER LICENSING, INC. PAGE______ OF ______ DATE________________ FORM MUST BE SUBMITTED COMPLETED SUBMIT TO THE ATTENTION OF: TOMMY HILFIGER LICENSING, INC. 913 N. MARKET STREET WILMINGTON, DELAWARE 19801 NAME OF LICENSEE_________________________________________________________ LICENSED PRODUCT__________________________________________________________________ LICENSEE'S ADDRESS__________________________________________________________________ EXPENDITURES REFLECT THE PERIOD _____ / _____ / _____ TO _____ /_____ / _____, ALL TEARSHEETS AND ADVERTISING BILLS MUST ACCOMPANY THIS FORM. DATE OF PUBLICATION OF DOLLAR AMOUNT ADVERTISING TYPE OF ADVERTISING LICENSEE SPENT ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ EXHIBIT E TERRITORY Albania Andorra Austria Bahrain Belgium Bulgaria Cyprus Czech Republic Denmark Egypt Finland France Germany Greece Holland Hungary Iceland Iran Iraq Ireland Israel Italy Jordan Kuwait Lebanon Lichtenstein Luxembourg Malta Norway Oman Poland Portugal Qatar Romania Saudi Arabia Solvenia Spain Sweden Switzerland Syria Turkey United Arab Emirates United Kingdom (England, Northern Ireland, Scotland, Wales) Yemen EXHIBIT F CERTIFICATION In consideration of Tommy Hilfiger Licensing, Inc. ("THLI") entering into a licensing arrangement with Pepe Jeans London Corporation for the manufacture, distribution and sale of Tommy Hilfiger (Registered) brand merchandise and in compliance with THLI's License Agreement with us (the "Agreement"), we hereby certify that: Any merchandise (including components thereof) manufactured under the Agreement will be manufactured in compliance with the wage and hour laws of the country of manufacture and without the use of child (under the age of 14), prison or slave labor; we will obtain the signature of an authorized representative of all suppliers and contract sewing shops or other designated contract facilities manufacturing Tommy Hilfiger (Registered) brand merchandise on Certification similar to this document, and return same to THLI no later than thirty (30) days after execution; and we have in effect a program of monitoring any our manufacturing facilities, and the manufacturing facilities or our suppliers, contract sewing shops and other designated contract facilities which manufacture Tommy Hilfiger (Registered) brand merchandise for compliance with the requirements set forth above. Any merchandise shipped to THLI or otherwise imported into the Territory as defined in the Agreement will be in compliance with all laws applicable to the designation of country of origin on products, accurately states the country of origin on all products; the marking of shipments with proper country of origin and shall be shipped under legally issued and valid export licenses or visas. [Name of your Company] Date: By: Authorized Signature [Notary Public Seal]1 EXHIBIT G