Factoring Agreement - Century Business Credit Corp. and Tommy Hilfiger USA Inc.

                       CENTURY BUSINESS CREDIT CORPORATION
                              119 West 40th Street,
                            New York, N.Y.  10018-2566
                  (212) 703-3500 - Fax (212) 703-3520/3590/3639



                                            April 8, 1997



         Mr. Joel Newman
         Tommy Hilfiger U.S.A., Inc.
         25 West 39th Street
         New York, NY  10018

                   RE:  FACTORING AGREEMENT

         Gentlemen:

         Reference is hereby made to the Factoring Agreement between us
         dated September 16, 1994, as amended.  This letter will confirm
         the terms of a further amendment of such Factoring Agreement as
         follows:

              A.   Paragraph 7 is amended to read in its entirety as
                   follows:  "For your services hereunder with respect
                   to our sales for each year beginning, April 1, 1997,
                   you shall receive a commission equal to thirty-five
                   one hundredths of one percent (.35%) of the net face
                   value amount of each credit approved Receivable less
                   selling discounts which shall be chargeable to our
                   account with you on the last day of each month.

              B.   Paragraph 13 is amended to substitute "2001" for
                   "2000".

              C.   Except as expressly specified provided herein, all of
                   the representations, warranties, terms, covenants and
                   conditions of the Factoring Agreement as previously
                   and hereby amended shall remain in full force and effect.  
                   The amendments set forth herein shall be limited precisely 
                   as set forth herein and shall not be deemed as amendment 
                   of, consent to or modification of any other term of 
                   provision of the Factoring Agreement.


         Please confirm you agreement to the foregoing, where indicated
         below.

                                  Very truly yours,

                                  CENTURY BUSINESS CREDIT CORPORATION


                                  /s/ David L. Finkelstein

                                  David L. Finkelstein
                                  Senior Executive Vice President

         Accepted and Agreed to:

         New York, NY
         April 8, 1997

         TOMMY HILFIGER U.S.A., INC.

         By: /s/ Joel H. Newman   
         Title:  Exec. VP Fin. & Oper.