ASSET PURCHASE AGREEMENT


                                   dated as of

                                  April 4, 2000



                                     between

                              CHIC BY H.I.S, INC.,
                      CHIC BY H.I.S. LICENSING CORPORATION,
                          HENRY I. SIEGEL COMPANY, INC.


                                       and

                                 VF CORPORATION




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                                TABLE OF CONTENTS
                                ----------------



                                                                          PAGE

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01.  DEFINITIONS....................................................1

                                    ARTICLE 2
                                PURCHASE AND SALE

SECTION 2.01.  PURCHASE AND SALE..............................................2
SECTION 2.02.  EXCLUDED ASSETS................................................4
SECTION 2.03.  EXCLUDED LIABILITIES...........................................4
SECTION 2.04.  PURCHASE PRICE; ALLOCATION OF PURCHASE PRICE...................4
SECTION 2.05.  CLOSING........................................................4

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

SECTION 3.01.  CORPORATE EXISTENCE AND POWER..................................5
SECTION 3.02.  CORPORATE AUTHORIZATION........................................5
SECTION 3.03.  GOVERNMENTAL AUTHORIZATION.....................................5
SECTION 3.04.  NONCONTRAVENTION...............................................5
SECTION 3.05.  REQUIRED CONSENTS..............................................6
SECTION 3.06.  MATERIAL CONTRACTS.............................................6
SECTION 3.07.  LITIGATION.....................................................6
SECTION 3.08.  PROPERTIES.....................................................6
SECTION 3.09.  INTELLECTUAL PROPERTY..........................................6
SECTION 3.10.  FINDERS' FEES..................................................7

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

SECTION 4.01.  CORPORATE EXISTENCE AND POWER..................................7
SECTION 4.02.  CORPORATE AUTHORIZATION........................................7
SECTION 4.03.  GOVERNMENTAL AUTHORIZATION.....................................7
SECTION 4.04.  NONCONTRAVENTION...............................................8
SECTION 4.05.  LITIGATION.....................................................8
SECTION 4.06.  FINDERS' FEES..................................................8


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                                                                           PAGE

                                    ARTICLE 5
                               COVENANTS OF SELLER

SECTION 5.01.  CHANGE OF NAME; USE OF MATERIALS...............................8

                                    ARTICLE 6
                          COVENANTS OF BUYER AND SELLER

SECTION 6.01.  BEST EFFORTS; FURTHER ASSURANCES...............................9
SECTION 6.02.  CERTAIN FILINGS................................................9
SECTION 6.03.  PUBLIC ANNOUNCEMENTS, CONFIDENTIALITY..........................9
SECTION 6.04.  TRADEMARKS; TRADENAMES........................................10

                                    ARTICLE 7
                                   TAX MATTERS

SECTION 7.01.  TAX DEFINITIONS...............................................10
SECTION 7.02.  TAX MATTERS...................................................10
SECTION 7.03.  TAX COOPERATION; ALLOCATION OF TAXES..........................11

                                    ARTICLE 8
                              CONDITIONS TO CLOSING

SECTION 8.01.  Conditions to Obligation of Buyer.............................12
SECTION 8.02.  Conditions to Obligation of CHIC and Seller...................13

                                    ARTICLE 9
                            SURVIVAL; INDEMNIFICATION

SECTION 9.01.  SURVIVAL......................................................14
SECTION 9.02.  INDEMNIFICATION...............................................14
SECTION 9.03.  PROCEDURES....................................................15

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION 10.01. NOTICES.......................................................15
SECTION 10.02. AMENDMENTS AND WAIVERS........................................16
SECTION 10.03. EXPENSES......................................................16
SECTION 10.04. SUCCESSORS AND ASSIGNS........................................16
SECTION 10.05. GOVERNING LAW.................................................17
SECTION 10.06. DISPUTE RESOLUTION............................................17
SECTION 10.07. JURISDICTION..................................................17


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                                                                           PAGE

SECTION 10.08. WAIVER OF JURY TRIAL..........................................17
SECTION 10.09. COUNTERPARTS, THIRD PARTY BENEFICIARIES.......................17
SECTION 10.10. ENTIRE AGREEMENT..............................................18
SECTION 10.11. CAPTIONS......................................................18




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                            ASSET PURCHASE AGREEMENT


     AGREEMENT dated as of April 4, 2000 between VF Corporation,  a Pennsylvania
corporation ("BUYER"), and Chic by H.I.S, Inc., a Delaware corporation ("CHIC"),
Chic by H.I.S. Licensing Corporation,  a Delaware corporation ("CHIC LICENSING")
and Henry I.  Siegel  Company,  Inc.,  a Delaware  corporation  ("SIEGEL",  and,
together with Chic Licensing, the "SELLER"),

                              W I T N E S S E T H:

     WHEREAS,  CHIC  and  Seller  conduct  a  business  in  which  they  design,
manufacture and distribute  moderately  priced jeans,  casual pants,  shorts and
other items of apparel (the "BUSINESS");

     WHEREAS,  Buyer desires to purchase certain assets from Seller,  and Seller
desires  to sell  certain  assets to Buyer,  upon the terms and  subject  to the
conditions hereinafter set forth; and

     WHEREAS,  simultaneously  with the  execution of this  Agreement,  Wrangler
Clothing Corp.  ("WRANGLER"),  a Delaware  corporation  and subsidiary of Buyer,
CHIC and Seller are  executing an Interim  License  Agreement  pursuant to which
Wrangler  grants to CHIC and Seller a license to produce and sell certain  "Core
Products",  as defined below,  utilizing the Purchased Assets, through April 30,
2000 and certain "Non-Core Products",  as defined below, utilizing the Purchased
Assets,  through June 30, 2000 (the "INTERIM LICENSE AGREEMENT"),  VF Jeanswear,
Inc. ("JEANSWEAR"), an Alabama corporation and subsidiary of Buyer, and CHIC are
executing  a Contract  for  Outside  Purchase  of  Garments  or C.M.T.  Services
relating to the  manufacture and  distribution  of certain  products by CHIC for
Jeanswear (the "OUTSIDE PURCHASE CONTRACT"),  and Buyer and CHIC are executing a
Letter  Agreement  relating to the  acquisition by Buyer of H.I.S  Sportswear AG
("HIS"), including the shares of H.I.S owned by CHIC (the "LETTER AGREEMENT");

     The parties hereto agree as follows:


                                    ARTICLE 1
                                   DEFINITIONS


     SECTION 1.01 DEFINITIONS

     (a) The following terms, as used herein, have the following meanings:

     "AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly  controlling,  controlled by, or under common control with such other
Person.





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     "CLOSING DATE" means the date of the Closing.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "LIEN" means,  with respect to any property or asset,  any mortgage,  lien,
pledge,  charge,  security  interest,  encumbrance or other adverse claim of any
kind in respect of such property or asset. For the purposes of this Agreement, a
Person  shall be deemed to own subject to a Lien any  property or asset which it
has  acquired or holds  subject to the  interest of a vendor or lessor under any
conditional  sale agreement,  capital lease or other title  retention  agreement
relating to such property or asset.

     "PERSON" means an individual,  corporation,  partnership, limited liability
company,  association,  trust or  other  entity  or  organization,  including  a
government or political subdivision or an agency or instrumentality thereof.

     (b) Each of the  following  terms  is  defined  in the  Section  set  forth
opposite such term:

                  TERM                          SECTION
                  Allocation                    2.04
                  Closing                       2.05
                  Damages                       9.02
                  Excluded Assets               2.02
                  Excluded Liabilities          2.03
                  Indemnified Party             9.03
                  Indemnifying Party            9.03
                  Intellectual Property Assets  2.01
                  License Agreements            3.09
                  Permitted Liens               3.08
                  Pre-Closing Tax Period        7.01
                  Purchased Assets              2.01
                  Purchase Price                2.04
                  Required Consents             3.05
                  Tax                           7.01
                  Taxing Authority              7.01
                  Transfer Taxes                7.03


                                    ARTICLE 2
                                PURCHASE AND SALE


     SECTION 2.01 PURCHASE AND SALE.  Except as otherwise  provided below,  upon
the terms and  subject to the  conditions  of this  Agreement,  Buyer  agrees to
purchase from Seller and Seller  agrees to sell,  convey,  transfer,  assign and
deliver, or cause to be sold, conveyed, transferred,


                                        2

<PAGE>



assigned and  delivered,  to Buyer (or its  designee)  at the Closing,  free and
clear of all Liens, other than Permitted Liens, all of Seller's right, title and
interest in, to and under the following assets:

          (a) ______ the registered  and  unregistered  trademarks,  tradenames,
     service marks, domain names,  patents and patent applications of the Seller
     listed  on  Schedule  2.01 (A),  together  with any  other  registered  and
     unregistered trademarks,  tradenames,  service marks, domain names, patents
     and patent  applications  of the Seller related to the CHIC brand worldwide
     and the H.I.S.  brand everywhere in the world except for Europe, as well as
     all copyrights, trade secrets and know-how (including,  without limitation,
     patterns,  designs,  fits,  techniques,  customer lists and preferences and
     manufacturing tolerances), and all common law or use based rights in any of
     the  foregoing  and  all  goodwill   associated   with  the  Business  (the
     "INTELLECTUAL PROPERTY ASSETS");

          (b) ______ Seller's rights under or pursuant to the licenses listed on
     Schedule  2.01(B)  hereto  (including any royalties or other monies paid by
     any  licensee  thereunder  that accrue on or after the  Closing  Date) (the
     "ASSUMED, LICENSES") and all files and correspondence relating thereto;

          (c) ______ all Seller's books,  records,  files,  papers and archives,
     whether in hard copy or computer (or other intangible) format,  relating to
     the utilization of the Intellectual  Property Assets and Assumed  Licenses,
     including,  without limitation,  all advertising,  sales records, sales and
     promotional   literature,    manuals   and   data,   sales   and   purchase
     correspondence,  lists of present and former suppliers and lists of present
     and former customers in Seller's possession;

          (d) ______ Seller's order book for all orders of core products, as set
     forth in Schedule 2.01(C) (the "CORE PRODUCTs"), not shipped by May 1, 2000
     or such later date as shall be mutually  agreed by the  parties  hereto and
     for all orders of non-core products,  as set forth in Schedule 2.01(D) (the
     "NON-CORE  PRODUCTS"),  not  shipped  by July 1, 2000 or such later date as
     shall be mutually agreed by the parties hereto; and

          (e) ______ upon election of Buyer, any inventory existing on or before
     April 30, 2000  relating to the Core Products that Buyer elects to purchase
     at Seller's standard cost and inventory existing on or before June 30, 2000
     relating to the Non-Core  Products that Buyer elects to purchase at a price
     negotiated with Seller.

     Those assets  listed in (a) through (d) above are  hereinafter  referred to
collectively as the "PURCHASED ASSETS."

     Notwithstanding the foregoing, Seller retains the right to use the patterns
and fits associated with the Intellectual  Property Assets;  PROVIDED,  however,
that Seller  shall not have the right to use and shall not use the  patterns and
fits associated with the Intellectual  Property Assets to solicit sales,  orders
or business from any person.



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     SECTION 2.02 EXCLUDED ASSETS.  Buyer expressly  understands and agrees that
any asset of the Seller other than the Purchased Assets (the "EXCLUDED  ASSETS")
shall be excluded from the Purchased Assets.

     SECTION 2.03 EXCLUDED  LIABILITIES.  Notwithstanding  any provision in this
Agreement or any other writing to the contrary,  but subject to Article ?, Buyer
is not  assuming  any  liability  or  obligation  of  CHIC  or  Seller  (or  any
predecessor  of  CHIC  or  Seller  or any  prior  -owner  of all or  part of its
businesses  and assets) of whatever  nature,  whether  presently in existence or
arising hereafter,  including but not limited to any liabilities with respect to
any  employees or former  employees of CHIC or Seller and any  liabilities  with
respect to any pending (or future,  if arising  from  actions by CHIC or Seller)
litigation related to the Purchased Assets. All such liabilities and obligations
shall be retained by and remain  obligations  and liabilities of CHIC or Seller,
as the case may be (all such  liabilities and obligations  being herein referred
to as the "EXCLUDED LIABILITIES").

     SECTION 2.04 PURCHASE PRICE; ALLOCATION OF PURCHASE PRICE. (a) The purchase
price for the Purchased  Assets (the  "PURCHASE  PRICE") is $10,000,000 in cash.
The Purchase Price shall be paid as provided in Section 2.05.

     (b) ______ The Purchase Price shall be allocated among the Purchased Assets
as set forth in Schedule 2.04(B) hereof,  which allocation is intended to comply
with Code Section 1060 and the regulations promulgated thereunder, to the extent
applicable (the "ALLOCATION").

     (c)  ______  Each  of  Seller  and  Buyer  agrees  to (i) be  bound  by the
Allocation,  (ii) act in accordance  with the  Allocation in the  preparation of
financial  statements  and  filing  of  all  Tax  returns  (including,   without
limitation,  filing Form 8594 with its federal income Tax return for the taxable
year that  includes the date of the Closing) and in the course of any Tax audit,
Tax review or Tax  litigation  relating  thereto and (iii) take no position  and
cause its  Affiliates to take no position  inconsistent  with the Allocation for
Federal and State Tax purposes.

     (d) ______ Upon request by either Buyer or Seller,  Seller or Buyer, as the
case may be, shall deliver to the other party a copy of its Form 8594.

     SECTION 2.05 CLOSING.  The closing (the "CLOSING") of the purchase and sale
of the Purchased  Assets hereunder shall take place at the offices of Davis Polk
& Wardwell,  450 Lexington Avenue, New York, New York, as soon as possible,  but
in no event later than 10 business days,  after  satisfaction  of the conditions
set forth in  Article  8, or at such other time or place as Buyer and Seller may
agree. At the Closing:

          (a)  ______  Buyer  shall  deliver  to Seller $  10,000,000,  less any
     amounts owed to Buyer or any of its  Affiliates  by CHIC,  Seller or any of
     their  Affiliates,  in immediately  available  funds by wire transfer to an
     account of Seller  with a bank in New York City  designated  by Seller,  by
     notice to Buyer, not later than two business days prior to the Closing Date
     (or if not so designated,  then by certified or official bank check payable
     in immediately available funds to the order of Seller in such amount);


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          (b) Seller shall deliver to Buyer a Bill of Sale  substantially in the
     form attached hereto as Exhibit 2.05(b);

          (c)  Seller  shall  deliver  to Buyer  an  Assignment  of  Trademarks,
     Trademark  Applications  and Trademark  Registrations  substantially in the
     form attached hereto as Exhibit 2.05(c); and

          (d)  ______  Seller  shall  deliver  to  Buyer  such  bills  of  sale,
     endorsements,   consents,   assignments   and  other  good  and  sufficient
     instruments   of  conveyance  and  assignment  as  the  parties  and  their
     respective  counsel shall deem reasonably  necessary or appropriate to vest
     in Buyer or its  designated  Affiliates  all of Seller's  right,  title and
     interest  in, to and under the  Purchased  Assets or  otherwise  reasonably
     necessary or appropriate to effect the transactions contemplated hereby.


                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Each of CHIC and Seller  represents  and  warrants  to Buyer as of the date
hereof and as of the Closing Date that:

     SECTION 3.01 CORPORATE  EXISTENCE AND POWER.  Each of CHIC,  Chic Licensing
and Siegel is a  corporation  duly  incorporated,  validly  existing and in good
standing under the laws of the State of Delaware.

     SECTION  3.02  CORPORATE   AUTHORIZATION.   The  execution,   delivery  and
performance by each of CHIC and Seller of this Agreement and the consummation of
the  transactions  contemplated  hereby are within the corporate powers and have
been duly authorized by all necessary  corporate action on the part of each CHIC
and Seller.  This  Agreement  constitutes a valid and binding  agreement of each
CHIC and Seller  enforceable  in  accordance  with its terms,  except as (i) the
enforceability  hereof may be limited by bankruptcy,  insolvency,  moratorium or
other similar laws affecting the enforcement of creditors'  rights generally and
(ii)  the  availability  of  equitable  remedies  may be  limited  by  equitable
principles of general applicability.

     SECTION  3.03  GOVERNMENTAL  AUTHORIZATION.  The  execution,  delivery  and
performance by each of CHIC and Seller of this Agreement and the consummation of
the transactions  contemplated  hereby require no action by or in respect of, or
filing with, any governmental body, agency or official.

     SECTION 3.04 NONCONTRAVENTION.  The execution,  delivery and performance by
each  of  CHIC  and  Seller  of  this  Agreement  and  the  consummation  of the
transactions contemplated hereby do not and will not (i) violate the certificate
of  incorporation  or bylaws of CHIC or  Seller,  (ii)  violate  any  applicable
judgment,  injunction,  order or decree or any law,  rule or  regulation  of the
United States or any State thereof, (iii) assuming the obtaining of all Required
Consents,  constitute  a  material  default  under or give  rise to any right of
termination, cancellation or


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acceleration of any right or obligation of CHIC or Seller under any provision of
any agreement or other instrument binding upon CHIC or Seller or by which any of
the  Purchased  Assets is or may be bound,  or (iv)  result in the  creation  or
imposition of any Lien on any Purchased Asset, other than Permitted Liens.

     SECTION 3.05 REQUIRED  CONSENTS.  Schedule 3.05 sets forth each  agreement,
contract or other instrument binding upon CHIC or Seller or any Permit requiring
a  consent  as a result  of the  execution,  delivery  and  performance  of this
Agreement  (each such consent,  a "REQUIRED  CONSENT" and together the "REQUIRED
CONSENTS").

     SECTION  3.06  MATERIAL  CONTRACTS.  Each  Assumed  License  is a valid and
binding agreement of Seller and is in full force and effect,  and none of Seller
or, to the knowledge of Seller,  any other party thereto is in default or breach
in any material respect under the terms of any such Assumed License, and, to the
best  knowledge of Seller,  no event or  circumstance  has occurred  that,  with
notice  or  lapse  of time or  both,  would  constitute  any  event  of  default
thereunder.  True and  complete  copies of each such  Assumed  License have been
delivered to Buyer.

     SECTION 3.07 LITIGATION.  Except as set forth in Schedule 3.07, there is no
action,  suit,  investigation,  proceeding,  opposition or cancellation  pending
against, or to the knowledge of CHIC or Seller, threatened against or affecting,
any  Purchased  Asset or which in any  manner  challenges  or seeks to  prevent,
enjoin,  alter  or  materially  delay  the  transactions  contemplated  by  this
Agreement  before any court or arbitrator or any  governmental  body,  agency or
official.  Except as disclosed on Schedule 3.07, neither CHIC nor Seller has any
outstanding  claim,  suit,  opposition or cancellation for, and neither CHIC nor
Seller has any knowledge of, any  continuing  infringement  of any  Intellectual
Property  Asset.  No  Intellectual  Property Asset is subject to any outstanding
judgment,  injunction,  order,  decree,  opposition,  cancellation  or agreement
restricting  the use thereof by CHIC or Seller with  respect to the  Business or
restricting the licensing thereof by Seller to any Person.

     SECTION  3.08  PROPERTIES.  Seller has good title to all  Purchased  Assets
(whether  tangible or  intangible).  No Purchased  Asset is subject to any Lien.
Upon  consummation  of the  transactions  contemplated  herby,  Buyer  will have
acquired good and marketable title in and to each of the Purchased Assets,  free
and clear of all Liens, except for Permitted Liens.

     SECTION  3.09  INTELLECTUAL  PROPERTY.  (a)  Except as set for in  Schedule
3.09(A),  the  Intellectual  Property  Assets owned or licensed by Seller or any
Affiliate of Seller that are used or held for use in connection  with the "CHIC"
brand worldwide and the "H.I.S" brand  everywhere in the world except for Europe
are set forth in Schedule 2.01 (A),  specifying as to each, as  applicable:  (i)
the nature of such trademark,  tradename,  service mark or domain name, (ii) the
owner of record of such trademark, tradename, service mark or domain name, (iii)
the  jurisdictions  by or in which such  trademark,  tradename,  service mark or
domain name (A) is recognized  (without regard to  registration) or (B) has been
issued or registered or in which an  application  for  registration  is pending,
(iv) the registration or application  numbers, (v) the termination or expiration
dates and (vi) whether there exist any restrictions on the scope of such


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marks, including, but not limited to, consent agreements,  covenants not to sue,
coexistence  agreements or undertakings  which could have an equivalent  effect.
The items set forth in  Schedule  2.01 (A)  constitute  all of the  Intellectual
Property  Assets  of Seller  used or held for use in  conducting  the  Business,
excepting  any  items  set  forth  in  Schedule  3.09(A).   All  rights  to  the
Intellectual Property Assets are held by the Seller and none are held by CHIC.

     (b) ______ Schedule 3.09(B) sets forth a list of all licenses,  sublicenses
and other agreements (the "LICENSE AGREEMENTS") as to which Seller or any of its
Affiliates  is a party and pursuant to which any Person is authorized to use any
Intellectual Property Asset,  including (i) the identity of all parties thereto,
(ii) a  description  of  the  nature  and  subject  matter  thereof,  (iii)  the
applicable royalty and (iv) the term thereof.

     (c) ______  Neither  CHIC nor  Seller has  entered  into any  agreement  to
indemnify   any  other   Person   against   any   charge  of   infringement   or
misappropriation of any Intellectual Property Asset.

     SECTION 3.10 FINDERS'  FEES.  Except for The Blackstone  Group,  whose fees
will be paid by Seller, there is no investment banker,  broker,  finder or other
intermediary  which has been  retained by or is  authorized  to act on behalf of
CHIC or Seller who might be entitled to any fee or commission in connection from
Buyer  or any of its  Affiliates  with  the  transactions  contemplated  by this
Agreement.


                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER


     Buyer  represents and warrants to CHIC and Seller as of the date hereof and
as of the Closing Date that:

     SECTION 4.01  CORPORATE  EXISTENCE AND POWER.  Buyer is a corporation  duly
incorporated,   validly  existing  and  in  good  standing  under  the  laws  of
Pennsylvania.

     SECTION  4.02  CORPORATE   AUTHORIZATION.   The  execution,   delivery  and
performance by Buyer of this Agreement and the  consummation of the transactions
contemplated  hereby are within the corporate powers of Buyer and have been duly
authorized  by all  necessary  corporate  action  on the  part  of  Buyer.  This
Agreement  constitutes  a valid and binding  agreement of Buyer  enforceable  in
accordance  with its  terms,  except  as (i) the  enforceability  hereof  may be
limited by  bankruptcy,  insolvency,  moratorium or other similar laws affecting
the  enforcement of creditors'  rights  generally and (ii) the  availability  of
equitable   remedies  may  be  limited  by  equitable   principles   of  general
applicability.

     SECTION  4.03  GOVERNMENTAL  AUTHORIZATION.  The  execution,  delivery  and
performance by Buyer of this Agreement and the  consummation of the transactions
contemplated  hereby  require no action by or in respect of, or filing with, any
governmental body, agency or official.



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     SECTION 4.04 NONCONTRAVENTION.  The execution,  delivery and performance by
Buyer of this Agreement and the  consummation of the  transactions  contemplated
hereby do not and will not (i)  violate  the  certificate  of  incorporation  or
bylaws of Buyer or (ii)  assuming  compliance  with the  matters  referred to in
Section 4.03, violate any applicable  judgment,  injunction,  order or decree or
any law, rule or regulation of the United States or any State thereof.

     SECTION  4.05  LITIGATION.  There  is no  action,  suit,  investigation  or
proceeding  pending against,  or to the knowledge of Buyer,  threatened  against
Buyer,  with challenges or seeks to prevent,  enjoin,  alter or materially delay
the  transactions  contemplated by this Agreement before any court or arbitrator
or any governmental body, agency or official.

     SECTION 4.06 FINDERS' FEES. There is no investment banker,  broker,  finder
or other  intermediary  which has been  retained by or is  authorized  to act on
behalf of Buyer who might be  entitled to any fee or  commission  from Seller or
any of its Affiliates upon consummation of the transactions contemplated by this
Agreement.


                                    ARTICLE 5
                               COVENANTS OF SELLER


     Each of CHIC and Seller agrees that:

     SECTION  5.01  CHANGE OF NAME;  USE OF  MATERIALS.  As soon as  practicable
following the Closing, each of CHIC and Seller shall itself and shall cause each
of its  subsidiaries  to, amend its certificate of  incorporation  and bylaws to
change its name such that it does not include any reference to any  Intellectual
Property Asset,  including without  limitation the words "CHIC," "H.I.S.," Henry
I. Siegel" or any similar  word or  derivative  of such words.  Each of CHIC and
Seller shall, within 60 days after the Closing Date,  discontinue its use of any
materials  bearing  any  Intellectual  Property  Asset  or any  similar  word or
derivative  thereof,  including without  limitation,  packaging,  stationery and
labels,  that is not  acquired  by Buyer  pursuant  to  Section  2.01,  PROVIDED
however, that Seller shall have the right to dispose of any inventory related to
the "Core  Products"  existing and owned by Seller as of April 30, 2000, or such
later date as shall be mutually agreed by the parties hereto,  and any inventory
related to the "Non-Core  Products"  existing and owned by Seller as of June 30,
2000,  or such later date as shall be  mutually  agreed by the  parties  hereto,
regardless of whether such  inventory  bears any  Intellectual  Property  Asset,
without the  approval  of Buyer for any  disposition  to a  purchaser  listed in
Schedule  5.01(A)  and  subject  to the  approval  of  Buyer  of the  method  of
disposition,  which  approval  shall  not  be  withheld  unreasonably,  for  any
disposition to a purchaser not listed in Schedule 5.01(A).




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                                    ARTICLE 6
                          COVENANTS OF BUYER AND SELLER


     Buyer, CHIC and Seller agree that:

     SECTION 6.01 BEST  EFFORTS;  FURTHER  ASSURANCES.  Subject to the terms and
conditions of this Agreement, Buyer, CHIC and Seller will use their best efforts
to take, or cause to be taken,  all actions and to do, or cause to be done,  all
things   necessary  or  desirable  under  applicable  laws  and  regulations  to
consummate the  transactions  contemplated by this Agreement.  CHIC,  Seller and
Buyer  agree  to  execute  and  deliver  such  other  documents,   certificates,
agreements and other writings and to take such other actions as may be necessary
or desirable in order to consummate or implement  expeditiously the transactions
contemplated by this Agreement and to vest in Buyer good and marketable title to
the Purchased Assets.

     SECTION 6.02 CERTAIN FILINGS.  CHIC,  Seller and Buyer shall cooperate with
one another (i) in determining whether any action by or in respect of, or filing
with, any governmental body, agency,  official or authority is required,  or any
actions, consents, approvals or waivers are required to be obtained from parties
to  any  material  contracts,   in  connection  with  the  consummation  of  the
transactions  contemplated  by this Agreement and (ii) in taking such actions or
making any such filings, furnishing information required in connection therewith
and seeking timely to obtain any such actions, consents, approvals or waivers.

     SECTION 6.03 PUBLIC ANNOUNCEMENTS,  CONFIDENTIALITY.  (a) The parties agree
to consult with each other before issuing any press release or making any public
statement with respect to this Agreement or the transactions contemplated hereby
and,  except as may be required by applicable law or any listing  agreement with
any national securities exchange,  will not issue any such press release or make
any such public statement prior to such  consultation and mutual agreement among
the parties.

     (b) ______ After the Closing, CHIC, Buyer, Seller and their Affiliates will
hold,  and will use their  best  efforts  to cause  their  respective  officers,
directors, employees,  accountants, counsel, consultants, advisors and agents to
hold, in confidence,  unless compelled to disclose by judicial or administrative
process  or by  other  requirements  of  law,  all  confidential  documents  and
information concerning the Business,  except to the extent that such information
can be shown to have been  previously  known on a  nonconfidential  basis by the
party holding such  information,  in the public  domain  through no fault of the
party holding such  information or later lawfully  acquired by the party holding
such information from sources other than CHIC, the Seller or related to Seller's
prior  ownership  of  the  Business;  provided  that  Buyer  may  disclose  such
information  to  its  officers,  directors,  employees,   accountants,  counsel,
consultants,   advisors  and  agents  in   connection   with  the   transactions
contemplated  by this Agreement so long as such Persons are informed by Buyer of
the  confidential  nature of such information and are directed by Buyer to treat
such information confidentially. The obligation of Buyer, CHIC, Seller and their
Affiliates to hold any such information in confidence shall be satisfied if they
exercise  the same care with respect to such  information  as they would take to
preserve the confidentiality of their


                                        9

<PAGE>



own similar  information.  This Agreement  shall  supersede the  Confidentiality
Agreement entered into by VF and CHIC on October 5, 1999.

     SECTION  6.04  TRADEMARKS;  TRADENAMES.  After the  Closing,  none of CHIC,
Seller or Buyer shall be obligated to change the trademarks, tradenames, service
marks,  domain names,  patents and patent  applications  on any materials in the
hands of dealers, distributors and customers as of the Closing Date.


                                    ARTICLE 7
                                   TAX MATTERS


     SECTION 7.01 TAX DEFINITIONS. The following terms, as used herein, have the
following meanings:

     "PRE-CLOSING  TAX PERIOD"  means (i) any Tax period ending on or before the
Closing  Date and (ii) with  respect to a Tax period that  commences  before but
ends after the Closing Date,  the portion of such period up to and including the
Closing Date.

     "TAX" means (i) any net income,  alternative  or add-on  minimum tax, gross
income,  gross  receipts,   sales,  use,  ad  valorem,  value  added,  transfer,
franchise, profits, license, registration, recording, documentary, conveyancing,
gains, withholding on amounts paid to or by CHIC or Seller, payroll, employment,
excise,  severance,  stamp,  occupation,  premium,  property,  environmental  or
windfall  profit tax, custom duty or other tax,  governmental  fee or other like
assessment  or  charge  of any kind  whatsoever,  together  with  any  interest,
penalty,  addition  to tax or  additional  amount  imposed  by any  governmental
authority (a "Taxing Authority")  responsible for the imposition of any such tax
(domestic or foreign),  and (ii) liability for the payment of any amounts of the
type described in (i) as a result of being party to any agreement or any express
or implied obligation to indemnify any other Person.

     SECTION  7.02 TAX  MATTERS.  Each of CHIC  and  Seller  hereby  represents,
warrants and covenants to Buyer that:

          (a) ______ as of the date hereof and as of the Closing  Date,  each of
     CHIC and Seller has timely paid all Taxes payable by it for all Pre-Closing
     Tax Periods which are required to have been paid on or prior to the Closing
     Date,  the  non-payment  of which would  result in a Lien on any  Purchased
     Asset or would result in Buyer becoming liable or responsible therefor.

          (b)  ______  Each of CHIC and  Seller  will  timely pay all unpaid Tax
     liabilities  or  assessments  which  arise  from  or  with  respect  to the
     Purchased  Assets or the  operation  of the Business and are incurred in or
     attributable to any Pre-Closing Tax Period, the non- payment of which would
     result in a Lien on any Purchased  Asset or would result in Buyer  becoming
     liable therefor.


                                       10

<PAGE>



     It is the parties' understanding that all Tax liabilities or obligations of
CHIC, Seller and their Affiliates are Excluded Liabilities.

     SECTION 7.03 TAX  COOPERATION;  ALLOCATION OF TAXES.  (a) Buyer,  CHIC, and
Seller agree to furnish or cause to be furnished to each other, upon request, as
promptly  as  practicable,  such  information  and  assistance  relating  to the
Purchased Assets (including, without limitation, access to books and records) as
is  reasonably  necessary  for the filing of all Tax returns,  the making of any
election  relating  to  Taxes,  the  preparation  for any  audit  by any  taxing
authority,  and the  prosecution  or defense of any  claim,  suit or  proceeding
relating to any Tax.  Buyer and Seller  shall  retain all books and records with
respect to Taxes pertaining to the Purchased Assets for a period of at least six
years  following the Closing  Date. At the end of such period,  each party shall
provide the other with at least ten days, prior written notice before destroying
any such books and records,  during which period the party receiving such notice
can elect to take  possession,  at its own  expense,  of such books and records.
CHIC,  Seller and Buyer  shall  cooperate  with each other in the conduct of any
audit or other proceeding relating to Taxes involving the Purchased Assets.

     (b) ______ All personal  property taxes and similar AD VALOREM  obligations
levied with respect to the Purchased  Assets for a taxable period which includes
(but does not end on) the Closing Date shall be  apportioned  between Seller and
Buyer  based  on the  number  of days of such  taxable  period  included  in the
Pre-Closing  Tax Period and the number of days of such taxable  period after the
Closing Date. Seller shall be liable for the proportionate  amount of such taxes
that is attributable  to the  Pre-Closing Tax Period,  and Buyer shall be liable
for the  remainder  of such  taxes.  Upon  receipt  of any bill  for such  taxes
relating  to the  Purchased  Assets,  each of Seller and Buyer  shall  present a
statement to the other setting forth the amount of  reimbursement  to which each
is entitled under this Section  7.03(b),  7.03(c)  together with such supporting
evidence as is  reasonably  necessary to calculate  the  proration  amount.  The
proration amount shall be paid by the party owing it to the other within 10 days
after delivery of such statement.

     (c) ______ All excise,  sales,  use, value added,  business and occupation,
registration, stamp, recording, documentary,  conveyancing, franchise, property,
transfer,  gains and similar  Taxes,  levies,  charges  and fees  (collectively,
"TRANSFER  TAXES") incurred in connection with the transactions  contemplated by
this  Agreement  shall be borne by Seller.  Buyer and Seller shall  cooperate in
providing each other with any appropriate  resale exemption  certifications  and
other similar  documentation.  The party that is required by  applicable  law to
make the filings,  reports,  or returns with respect to any applicable  Transfer
Taxes shall do so, and the other party shall  cooperate with respect  thereto as
necessary, including, without limitation, in any audit or assessment proceeding.




                                       11

<PAGE>



                                    ARTICLE 8
                              CONDITIONS TO CLOSING


     SECTION 8.01 CONDITIONS TO OBLIGATION OF BUYER.  The obligation of Buyer to
consummate  the  Closing  is  subject  to  the  satisfaction  of  the  following
conditions:

          (a)  ______ (i) Each of CHIC and Seller  shall have  performed  in all
     material respects all of its obligations hereunder required to be performed
     by it on or  prior  to the  Closing  Date,  (ii)  the  representations  and
     warranties  of each of CHIC and Seller  contained in this  Agreement and in
     any  certificate  or other  writing  delivered  by CHIC or Seller  pursuant
     hereto shall be true in all material respects at and as of the Closing Date
     and (iii) Buyer shall have  received  certificates  signed by the President
     and Secretary of each of CHIC and Seller to the foregoing effect.

          (b) ______  There  shall not be  threatened  or pending  any action or
     proceeding  by any Person  before any court or  governmental  authority  or
     agency, domestic or foreign, (i) seeking to restrain, prohibit or otherwise
     interfere with the ownership or operation by Buyer or any of its Affiliates
     of all or any material  portion of the Purchased  Assets or the business or
     assets of Buyer or any of its  Affiliates  or to compel Buyer or any of its
     Affiliates  to dispose  of all or any  material  portion  of the  Purchased
     Assets or of Buyer or any of its  Affiliates  or (ii)  seeking  to  require
     divestiture by Buyer or any of its Affiliates of any Purchased Assets.

          (c) ______ There shall not be any action taken, or any statute,  rule,
     regulation,  injunction,  order  or  decree  proposed,  enacted,  enforced,
     promulgated,  issued or deemed  applicable to the purchase of the Purchased
     Assets,  by any court,  government  or  governmental  authority  or agency,
     domestic or  foreign,  that,  in the  reasonable  judgment of Buyer  could,
     directly or indirectly,  result in any of the  consequences  referred to in
     clauses 8.01(b)(i) and 8.01(b)(ii) above.

          (d) ______ Buyer shall have received an opinion of Proskauer Rose LLP,
     counsel to CHIC and Seller,  dated the Closing  Date  substantially  in the
     form of Exhibit 8.01(d).

          (e) ______ CHIC and Seller shall have  received all Required  Consents
     in  form  and  substance  reasonably  satisfactory  to  Buyer,  and no such
     consent, authorization or approval shall have been revoked.

          (f) ______ Buyer shall have received all  documents it may  reasonably
     request  relating to the  existence of CHIC and Seller and the authority of
     CHIC and Seller for this  Agreement,  all in form and substance  reasonably
     satisfactory to Buyer.

          (g)  ______  CHIC  and  Seller  shall  have  executed   simultaneously
     herewith,  in forms  satisfactory to Buyer, the Interim License  Agreement,
     and CHIC shall have executed


                                       12

<PAGE>



     simultaneously  herewith,  in forms  satisfactory  to  Buyer,  the  Outside
     Purchase Contract and the Letter Agreement.

     SECTION 8.02 CONDITIONS TO OBLIGATION OF CHIC AND SELLER. The obligation of
CHIC and Seller to consummate the Closing is subject to the  satisfaction of the
following conditions:

          (a) ______ (i) Buyer shall have performed in all material respects all
     of its obligations  hereunder required to be performed by it at or prior to
     the  Closing  Date,  (ii)  the  representations  and  warranties  of  Buyer
     contained  in  this  Agreement  and in any  certificate  or  other  writing
     delivered by Buyer pursuant  hereto shall be true in all material  respects
     at and as of the Closing  Date, as if made at and as of such date and (iii)
     CHIC and Seller shall have received a  certificate  signed by the President
     or any Vice President of Buyer to the foregoing effect.

          (b) ______  there  shall not be  threatened  or pending  any action or
     proceeding  by any Person  before any court or  governmental  authority  or
     agency, domestic or foreign, (i) seeking to restrain, prohibit or otherwise
     interfere  with the ownership or operation by CHIC,  Seller or any of their
     Affiliates of all or any material  portion of the  Purchased  Assets or the
     business or assets of CHIC,  Seller of any of their Affiliates or to compel
     Seller or any of their Affiliates to dispose of all or any material portion
     of the Purchased  Assets or CHIC,  of Seller or any of their  Affiliates or
     (ii)  seeking  to  require  divestiture  by  CHIC,  Seller  of any of their
     Affiliates of any Purchased Assets.

          (c) ______ There shall not be any action taken, or any statute,  rule,
     regulation,  injunction,  order  or  decree  proposed,  enacted,  enforced,
     promulgated,  issued or deemed  applicable to the purchase of the Purchased
     Assets,  by any court,  government  or  governmental  authority  or agency,
     domestic or foreign,  that,  in the  reasonable  judgment of Seller  could,
     directly or indirectly,  result in any of the  consequences  referred to in
     clauses 8.01(b)(i) and 8.01(b)(ii) above.

          (d) CHIC and Seller shall have received, dated as of the Closing Date,
     an  opinion  of Candace S.  Cummings,  Esq.,  substantially  in the form of
     Exhibit 8.02(d) and an opinion of Davis Polk & Wardwell,  substantially  in
     the form of Exhibit 8.02(e).

          (e) ______ Buyer shall have received all consents,  authorizations and
     approvals  required  as  a  result  of  Buyer's  execution,   delivery  and
     performance of this Agreement in form and substance reasonably satisfactory
     to CHIC and Seller,  and no such consent,  authorization  or approval shall
     have been revoked.

          (f) ______ CHIC and Seller shall have received all documents  they may
     reasonably  request relating to the existence of Buyer and the authority of
     Buyer for this Agreement, all in form and substance reasonably satisfactory
     to CHIC and Seller.



                                       13

<PAGE>



          (g) ______ Buyer shall have executed simultaneously herewith, in forms
     satisfactory to CHIC and Seller, the Interim License Agreement, the Outside
     Purchase Contract and the Letter Agreement.


                                    ARTICLE 9
                            SURVIVAL; INDEMNIFICATION


     SECTION 9.01 SURVIVAL.  The  representations  and warranties of the parties
hereto  contained  in this  Agreement  or in any  certificate  or other  writing
delivered  pursuant  hereto or in connection  herewith shall survive the Closing
until three years following the Closing Date; PROVIDED that the representations,
warranties and covenants  contained in Article 7 shall survive until  expiration
of the statute of limitations  applicable to the matters covered thereby (giving
effect to any waiver, mitigation or extension thereof, if later. Notwithstanding
the  preceding  sentence,  any  representation  or  warranty in respect of which
indemnity may be sought under this Agreement  shall survive the time at which it
would  otherwise  terminate  pursuant to the preceding  sentence,  if a claim of
indemnity  shall have been given to the party against whom such indemnity may be
sought prior to such time.

     SECTION  9.02   INDEMNIFICATION.   (a)  Each  of  CHIC  and  Seller  hereby
indemnifies  Buyer and its  Affiliates  against  and agrees to hold each of them
harmless  from any and all  damage,  loss,  liability  and  expense  (including,
without   limitation,   reasonable  expenses  of  investigation  and  reasonable
attorneys' fees and expenses in connection with any action,  suit or proceeding)
("DAMAGES")  incurred or suffered by Buyer or any of its Affiliates  arising out
of or relating to:

          (i) any misrepresentation or breach of warranty, covenant or agreement
     made or to be performed by CHIC or Seller pursuant to this Agreement;

          (ii) any Excluded Liability; or

          (iii) ____ any License Agreement to the extent such Damages arise from
     conduct of CHIC or Seller on or prior to the Closing  Date,  provided  that
     (A) CHIC and Seller shall not be liable under  Section  9.02(a)  unless the
     aggregate  amount of Damages  with  respect to all  matters  referred to in
     Section   9.02(a)(i)   (determined   without  regard  to  any   materiality
     qualification contained in any representation,  warranty or covenant giving
     rise to the claim for indemnity  hereunder)  exceeds $250,000 and then only
     to the extent of such  excess and (B) CHIC and  Sellers  maximum  liability
     under the Agreement shall not exceed $10,000,000.

     (b) ______  Buyer  hereby  indemnifies  CHIC,  Seller and their  Affiliates
against  and  agrees  to hold  each of them  harmless  from any and all  Damages
incurred or suffered by CHIC,  Seller or any of their Affiliates  arising out of
(i) any  misrepresentation or breach of warranty,  covenant or agreement made or
to be performed by Buyer pursuant to this Agreement, or (ii) any Assumed


                                       14

<PAGE>



Liability  but only to the extent such  Damages  arise from conduct of the Buyer
after the Closing Date with respect to such Assumed Liability.

     SECTION 9.03 PROCEDURES.  The party seeking  indemnification  under Section
9.02 (the "INDEMNIFIED PARTY") agrees to give prompt notice to the party against
whom  indemnity  is sought (the  "INDEMNIFYING  PARTY") of the  assertion of any
claim, or the commencement of any suit, action or proceeding in respect of which
indemnity  may be sought  under  such  Section.  The  failure  to so notify  the
Indemnifying  Party shall not relieve the Indemnifying  Party of its obligations
hereunder, except to the extent such failure shall have adversely prejudiced the
Indemnifying  Party. The Indemnifying Party shall participate in and control the
defense of any such suit,  action or  proceeding  at its own expense,  PROVIDED,
that the Indemnified Party shall have the right to participate in the defense of
such suit,  action or proceeding and to employ  counsel at its own expense;  and
PROVIDED FURTHER, that Indemnifying Party shall not enter into any settlement or
judgment of any claim,  litigation or proceeding involving the Indemnified Party
without the  Indemnified  Party's consent unless such settlement or judgment (i)
provides  for a release of all claims  against  the  Indemnified  Party and (ii)
requires no action other than the payment of money. The Indemnifying Party shall
not be liable under Section 9.02 for any settlement effected without its consent
of any claim,  litigation  or  proceeding  in respect of which  indemnity may be
sought hereunder.


                                   ARTICLE 10
                                  MISCELLANEOUS


     SECTION 10.01 NOTICES.  All notices,  requests and other  communications to
any party hereunder shall be in writing (including  facsimile  transmission) and
shall be given,

        if to Buyer, to:

                 VF Corporation
                 628 Green Valley Road
                 Suite 500
                 Greensboro, NC  27408
                 Attention:  Candace S. Cummings
                 Fax: (336) 547-7630

                 with a copy to:

                 Davis Polk & Wardwell
                 450 Lexington Avenue
                 New York, New York  10017
                 Attention: William L. Rosoff
                 Fax: (212) 450-4800



                                       15

<PAGE>



        if to CHIC or Seller, to:

                 Chic By H.I.S, Inc.
                 1372 Broadway
                 New York New York  10018
                 Attention: Daniel Rubin
                 Fax: (212) 302-6636

                 with a copy to:

                 Proskauer Rose LLP
                 1585 Broadway
                 New York, New York  10036
                 Attention: Arnold S. Jacobs
                 Fax: (212) 969-2900

All such notices,  requests and other communications shall be deemed received on
the date of receipt by the recipient  thereof if received prior to 5 p.m. in the
place of  receipt  and  such  day is a  business  day in the  place of  receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.

     SECTION 10.02  AMENDMENTS AND WAIVERS.  (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment,  by each party to this Agreement, or
in the  case  of a  waiver,  by the  party  against  whom  the  waiver  is to be
effective.

     (b) ______ No failure or delay by any party in exercising any right,  power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

     SECTION 10.03 EXPENSES.  Except as otherwise provided herein, all costs and
expenses  incurred in connection  with this Agreement shall be paid by the party
incurring such cost or expense.

     SECTION 10.04  SUCCESSORS  AND ASSIGNS.  The  provisions of this  Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns;  PROVIDED that no party may assign,  delegate
or otherwise  transfer  any of its rights or  obligations  under this  Agreement
without the consent of each other party  hereto,  except that Buyer may transfer
or  assign,  in  whole  or from  time to  time  in  part,  to one or more of its
Affiliates,  the right to purchase all or a portion of the Purchased Assets, but
no such transfer or assignment will relieve Buyer of its obligations hereunder.



                                       16

<PAGE>



     SECTION  10.05  GOVERNING  LAW.  This  Agreement  shall be  governed by and
construed in accordance  with the law of the State of New York without regard to
the conflicts of law rules of such state.

     SECTION 10.06 DISPUTE  RESOLUTION.  If a dispute relating to this Agreement
arises between the parties,  the following procedure shall be implemented before
either party pursues other available remedies.  The parties shall hold a meeting
promptly,  attended by the persons with decision-making  authority regarding the
dispute,  to attempt in good faith to negotiate a resolution of the dispute.  If
not  resolved at such  meeting,  the parties  shall  continue to attempt in good
faith to negotiate a resolution  of the dispute for 10 days after such  meeting.
If  within  10 days  after  such  meeting  the  parties  have not  succeeded  in
negotiating a resolution of the dispute,  Buyer,  CHIC and Seller shall mutually
agree upon and select an independent businessman who will be required to analyze
the nature of the dispute  and  mediate  between the parties all within a 90 day
period. Seller (or CHIC) and Buyer will bear equally the costs of the mediation.
The parties agree to participate in good faith in the mediation and negotiations
related  thereto.  If the parties are not  successful  in resolving  the dispute
through  the  mediation,  then the  parties  may agree to submit  the  matter to
binding arbitration or a private  adjudicator,  or any party may seek to resolve
the dispute by litigation in an appropriate court of jurisdiction.

     SECTION 10.07 JURISDICTION.  Except as otherwise expressly provided in this
Agreement,  any suit, action or proceeding  seeking to enforce any provision of,
or based on any matter arising out of or in connection  with,  this Agreement or
the  transactions  contemplated  hereby  may be  brought  in the  United  States
District Court for the Southern District of New York or any other New York State
court sitting in New York City, and each of the parties  hereby  consents to the
jurisdiction of such courts (and of the appropriate  appellate courts therefrom)
in any such suit,  action or proceeding and irrevocably  waives,  to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit,  action or proceeding in any such court or
that any such suit,  action or proceeding which is brought in any such court has
been  brought in an  inconvenient  form.  Process  in any such  suit,  action or
proceeding may be served on any party  anywhere in the world,  whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in Section  10.01
shall be deemed effective service of process on such party.

     SECTION  10.08  WAIVER OF JURY  TRIAL.  EACH OF THE PARTIES  HERETO  HEREBY
IRREVOCABLY  WAIVES  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
BETWEEN  THE  PARTIES  ARISING  OUT  OF OR  RELATED  TO  THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     SECTION 10.09 COUNTERPARTS,  THIRD PARTY BENEFICIARIES.  This Agreement may
be signed in any number of  counterparts,  each of which  shall be an  original,
with the same effect as if the signatures  thereto and hereto were upon the same
instrument.  This Agreement shall become  effective when each party hereto shall
have  received  a  counterpart  hereof  signed by the  other  party  hereto.  No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.


                                       17

<PAGE>



     SECTION 10.10 ENTIRE  AGREEMENT.  This Agreement,  the Bill of Sale and the
Assignment of Trademarks,  Trademark  Applications  and Trademark  Registrations
constitute the entire agreement  between the parties with respect to the subject
matter of this Agreement and supersedes all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter of
this Agreement.

     SECTION 10.11 CAPTIONS. The captions herein are included for convenience of
reference  only and  shall be  ignored  in the  construction  or  interpretation
hereof.




                                       18

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.

                                       VF CORPORATION



                                       By:  /S/ MACKEY J. MCDONALD
                                           --------------------------
                                           Name:  Mackey J. McDonald
                                           Title: Chairman, President and CEO


                                       CHIC BY H.I.S, INC.



                                       By: --------------------------
                                           Name:
                                           Title:


                                       CHIC BY H.I.S. LICENSING
                                       CORPORATION



                                       By: --------------------------
                                           Name:
                                           Title:


                                       HENRY I. SIEGEL COMPANY, INC.



                                       By: --------------------------
                                           Name:
                                           Title:




                                       19

<PAGE>