License Agreement - Tommy Hilfiger Licensing Inc. and Tommy Hilfiger Europe BV


                           FIRST AMENDMENT TO LICENSE
                        AGREEMENT DATED FEBRUARY 1, 1997
                     BETWEEN TOMMY HILFIGER LICENSING, INC.
                         AND TOMMY HILFIGER EUROPE B.V.



      AGREEMENT entered into this 1st day of December, 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 TOMMY
HILFIGER EUROPE B.V., having its offices at Atlanta Building, Stadhouderskade 6,
1054 ES Amsterdam, The Netherlands (hereinafter referred to as 'Licensee').

                        W I T N E S S E T H :

      WHEREAS, Tommy Hilfiger Licensing, Inc. and Pepe Jeans London Corporation
('PLJC'), entered into a license agreement dated February 1, 1997 ('License
Agreement'), which License Agreement was, on June 1, 1997, was assigned by PLJC
to Tommy Hilfiger Europe B.V.; and

      WHEREAS, the parties have agreed to the amendments to said
agreement contained herein;

      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:

      1. Unless otherwise specified herein, all capitalized terms used herein
shall have the meanings ascribed to them in the License Agreement.

      2. Paragraph 8.9 of the License Agreement shall be deleted in its entirety
and in lieu of the following is added:

           '8.9  MANUFACTURE OF LICENSED PRODUCTS.

                (a)  Simultaneous to executing this Agreement, Licensee shall
                     execute and abide by the Certification in the form as
                     attached hereto as Exhibit H, and shall execute and abide
                     by all Certifications provided by Licensor from time to
                     time.

                (b)  Licensee shall not utilize any factory (whether operated 
                     by Licensee or by Licensees manufacturers' contractors) 
                     in the manufacture of 



                    Licensed Products unless (i) it has been inspected and
                    approved, in writing, by an authorized employee or agent of
                    Licensee; and (ii) Licensee has obtained and provided to
                    Licensor, the signature of an authorized representative from
                    each of its manufacturers and each of such manufacturer's
                    contractors (if any) used in the production of the Licensed
                    Products hereunder on a Third Party Manufacturing Agreement
                    in the form as attached hereto as Exhibit D or such other
                    form as may be provided by Licensor from time to time.
                    Licensee shall further obtain and provide to Licensor the
                    signature of an authorized representative from each of
                    Licensee's or Licensee's manufacturer's suppliers of fabric,
                    trim or any other product used in the manufacture of the
                    Licensed Products on a Certification in the same form as
                    that which is attached hereto and hereafter referred to as
                    Exhibit H, or such other form which is provided by Licensor
                    from time to time. Licensee shall provide a copy of each
                    such executed Agreement and Certification to Licensor within
                    thirty (30) days from the date of execution.

               (c)  All Licensed Products manufactured in the United States
                    (whether by Licensee, by Licensee's manufacturer or by
                    manufacturers' contractors) shall be in compliance with all
                    applicable requirements of Sections 6, 7, and 12 of the Fair
                    Labor Standards Act, as amended, and all regulations and
                    orders of the United States Department of Labor under
                    Section 14 thereof, and applicable state and local laws
                    pertaining to child labor, minimum wage and overtime
                    compensation, and, if the merchandise is manufactured
                    outside the United States, it will be manufactured in
                    compliance with the wage, overtime compensation, benefits,
                    hour, hiring and employment, workplace conditions and
                    safety, environmental, collective bargaining, freedom of
                    association laws of the country of manufacture and without
                    the use of child (persons under the age of fifteen or
                    younger than the age for completing compulsory education, if
                    that age is higher than 15), prison, indentured, bonded,
                    forced or slave labor.

               (d)  Licensee shall have in effect (or will promptly develop), to
                    the satisfaction of Licensor, a program of monitoring
                    Licensee's manufacturers and such manufacturer's contractors
                    and suppliers for compliance with the requirements of
                    Article 8.9(c) above.

               (e)  Licensee will require that commercial invoices which
                    accompany all Licensed Products manufactured on Licensee's
                    behalf include the following language (either pre-printed or
                    'stamped'):

                          'We hereby certify that the merchandise (including



                          components thereof) covered by this shipment was
                          manufactured in compliance with (1) all applicable
                          requirements of Sections 6, 7, and 12 of the Fair
                          Labor Standards Act, as amended and all regulations
                          and orders of the United States Department of Labor
                          under Section 14 thereof, and applicable state and
                          local laws pertaining to child labor, minimum wage and
                          overtime compensation, and, (2) if the merchandise was
                          manufactured outside the United States, it was
                          manufactured in compliance with all of the applicable
                          requirements of the wage, benefits, hour, hiring and
                          employment, workplace conditions and safety,
                          environmental, collective bargaining, freedom of
                          association, laws of the country of manufacture and
                          without the use of child (persons under the age of 15
                          or younger than the age for completing compulsory
                          education, if that age is higher than 15), prison,
                          indentured, bonded, forced or slave labor. We further
                          certify that we have in effect a program of monitoring
                          our manufacturers and suppliers and other designated
                          contract facilities which manufacture Tommy Hilfiger 
                          [Registered Mark] brand merchandise to ensure their 
                          compliance with the Fair Labor Standards Act and all 
                          state, local and foreign laws pertaining to wages, 
                          overtime compensation, benefits, hours, hiring and 
                          employment, workplace conditions and safety, environ-
                          mental, collective bargaining, freedom of association 
                          and that their products or and the components thereof 
                          are made without the use of child (persons under the 
                          age of 15 or younger than the age for completing 
                          compulsory education, if that age is higher than 15), 
                          prison, indentured, bonded, forced or slave labor. We 
                          also certify that upon importation (if applicable) 
                          this shipment is in compliance with all laws 
                          applicable to the designation of country of origin 
                          and is being shipped under legally issued and valid 
                          export license or visa.'

               (f)  In order to maintain Licensor's high standard of quality
                    control and to insure that appropriate measures are taken
                    against counterfeiting, Licensee shall provide notice to
                    Licensor, on a quarterly basis, including all of the
                    following information: (i) name and address of each
                    manufacturer; (ii) type of Licensed Products manufactured by
                    such manufacturer; (iii) quantity of Licensed Products to be
                    manufactured; and (iv) any other relevant information.

               (g)  In the event Licensee has knowledge of, has reason to
                    believe, or should have reason to know that any
                    manufacturer, any of the manufacturer's contractors or
                    suppliers used by Licensee is in 



                    breach of the Certification or Third Party Manufacturing
                    Agreement, as the case may be, Licensee shall immediately
                    notify Licensor and Licensee shall, at its sole expense,
                    take immediate action to rectify such breach, including,
                    where Licensor deems it necessary, immediate termination of
                    its relationship with such manufacturer. If Licensee fails
                    to take immediate action or such action is not successful,
                    Licensee shall assign its rights to proceed against such
                    manufacturer to Licensor and Licensor shall, at Licensee's
                    expense, have the right to pursue all available remedies to
                    protect its rights. Notwithstanding the foregoing, Licensee
                    acknowledges that it shall remain primarily liable and
                    completely obligated under all of the provisions of this
                    Agreement in respect of the production of Licensed Products
                    hereunder.

               (h)  Licensee shall not utilize or permit any of its
                    manufacturers, each of such manufacturer's contractors or
                    suppliers used in the manufacture of Licensed Products to
                    utilize in the manufacture or treatment of any of the
                    Licensed Products (including the components thereof)
                    manufactured hereunder any AZO dyes that can be split into
                    any of the following amines:

                                                            CAS #

                         4-Aminobiphenyl                   92-67-1
                         Benzidine                         92-87-5
                         4-Chloro-o-toluidine              95-69-2
                         2-Naphthylamin                    91-59-8
                         o-Aminoazotoluol                  97-56-3
                         2-amino-4-nitrotoluol             99-55-8
                         Chloroaniline                    106-47-8
                         2,4-Diaminoanisole               615-05-4
                         4,4'-Diaminodiphenylmethane      101-77-9
                         3,3'-Dichlorbenzidin              91-94-1
                         3,3'-Dimethoxybenzidine          119-90-4
                         3,3'-Dimethylbenzidine           119-93-7
                         3,3'-Dimethyl-                   838-88-0
                         4,4'diaminodiphenylmethane
                         p-Kresidin                       120-71-8
                         4,4'Methylen-bis-(2-chloranilin) 101-14-4
                         4,4'Oxydianiline                 101-80-4
                         4,4'Thiodianiline                139-65-1
                         o-Toluidine                       95-53-4
                         2,4-Toluylenediamine              95-80-7
                         2,4,5-Trimethylaniline           137-17-7


               (i)  Licensee's use or any of Licensee's manufacturers and each
                    of such manufacturers' contractors and suppliers' use of the
                    following chemicals in connection with the manufacturer or
                    treatment of any of the Licensed Products (including the
                    components thereof) manufactured hereunder, shall be in
                    accordance with the following standards or further standards
                    Licensor may designate from time to time:

                    (i)  Formaldehyde: Must be less than 300 p.p.m. when tested
                         in by the Acetylacetone method in accordance with
                         Japanese law 112.

                    (ii) Pentachlorophenol (Pesticides): Must be less than 5
                         p.p.m.

              and;  (iii)Nickel: In the event any metal parts of a garment
                         or other merchandise coming into contact with the skin,
                         contain nickel in excess of 0.5 micrograms per square
                         centimeter/week, Company must be so notified and
                         special warning labels need to be attached to the
                         garment.'

      3.   Paragraph 8.11 of the License Agreement is hereby deleted in its
entirety and in lieu of the following is added:


           '8.11 LICENSEE AND THIRD PARTY FACILITIES; INSPECTION OF FACILITIES.
           Licensee represents and warrants that Licensee and any manufacturers,
           contractors or suppliers ('Third Parties') utilized hereunder shall
           operate all facilities in accordance with the United States Federal
           Government's guidelines for Fair Labor Standards including but not
           limited to maintaining safe regulated working conditions and shall at
           no time employ minors in connection with the manufacture, sale,
           storage or distribution of Licensed Products. Licensee shall
           regularly, and not less than two (2) times per year, inspect the
           facilities it utilizes and those facilities utilized by Third Parties
           for compliance with this Provision and shall take all action
           necessary to cure any deficiencies. Licensee further agrees that it
           shall terminate any agreement with any third party found to be in
           default of the terms of this provision on three (3) separate
           inspections. Licensor and its duly authorized representatives shall
           have the right, during normal business hours and upon reasonable
           notice, to inspect all facilities utilized by Licensee, its
           contractors and suppliers in connection with the manufacture, sale,
           storage or distribution of Licensed Products, and to examine (i) the
           Licensed Products at all stages manufacture; (ii) the manufacturing
           facility, residential facilities (if any) and any manufacturing
           and/or residential facility; (iii) the 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 the Licensed Products; and (iii)
           the books and records relating to the use of chemicals and dyestuffs
           in the fabrics, trims, garments and other 




           components of the Licensed Products manufactured hereunder.'

      4.   Exhibit D of the License Agreement is hereby replaced with a new
Exhibit D, in the form as attached hereto and such other form as provided by
Licensor from time to time.

      5.   Except as modified hereby, all other paragraphs contained therein 
shall remain in full force and effect and nothing contained herein shall alter 
them in any way and are hereby in all respects ratified and confirmed.


      IN WITNESS WHEREOF, Licensor and Licensee have respectively signed this
Amendment as of the date first written above.

TOMMY HILFIGER LICENSING, INC.      TOMMY HILFIGER EUROPE B.V.


By: /s/ Virginia M. Cleary          By: /s/ L. R. Onnink

Title: Assistant Secretary          Title: Director

Date: December 1, 1997              Date: 17 Nov. 1997