EXHIBIT 10



EXHIBIT 10.1

    CROSS-DEFAULT AND TERM EXTENSION AGREEMENT, dated this
11th day of May, 1998 by and between PRL USA, Inc. ("Polo''), The
Polo/Lauren Company, L.P. ("PLC"), Polo Ralph Lauren Corporation
("PRLC"), Jones Apparel Group, Inc. ("Jones") and Jones
Investment Co., Inc. ("Jones Canada"),


    WHEREAS, certain of the parties hereto are parties to the
following agreements:



    a. A License Agreement (the "Lauren License")
between Polo and Jones dated as of October 18, 1995 with respect to products
bearing the "Lauren" trademark ("Lauren Products");





    b. A Design Services Agreement (the "Lauren Design Agreement")
between PRLC and Jones dated as of October 18, 1995 with respect to Lauren
Products;





    c. A License Agreement (the "Lauren Canada
License") between PLC and Jones Canada dated as of May 1, 1996 with respect
to Lauren Products;





    d. A Design Services Agreement (the "Lauren Canada
Design Agreement") between PRLC and Jones Canada dated as of May 1, 1996
with respect to Lauren Products;





    e. A License Agreement (the "Ralph License")
between Polo and Jones dated as of May , 1998 with respect to products bearing
the "Ralph/Ralph Lauren" trademark ("Ralph Products");





    f. A Design Services Agreement between PRLC and Jones with
respect to Ralph Products.


    g, A License Agreement (the "Ralph Canada
License") between PLC and Jones Canada dated as of May , 1998 with respect
to Ralph Products; and





    h. A Design Services Agreement between PRLC and Jones
Canada dated as of May , 1998 with respect to Ralph Products.



    NOW, THEREFORE, in consideration of the foregoing and of
the the mutual covenants contained herein, the parties hereto hereby agree as
follows:





    1. In the event the term of the Lauren License is renewed
in the manner set forth in paragraph 8 thereof, the "Renewal Term" (as
defined therein) shall expire or) December 31, 2006 instead of December 31,
2004, and the term of the Lauren Design Agreement shall be similarly extended in
accordance with its terms.


    2. In the event the term of the Lauren Canada License is
renewed in the manner sat forth in paragraph 8 thereof, the "Renewal
Term" (as defined therein) shall expire



on December 31, 2006 instead of December 31, 2004, and the term of the Lauren
Canada Design Agreement shall be similarly extended in accordance with its
terms.



    3. Any Event of Default under any of the above-referenced
agreements shall constitute an Event of Default under all of the
above-referenced agreements, and, except as may otherwise be agreed upon in a
writing signed by the relevant parties, the termination or expiration of any of
the above-referenced agreements shall result in the simultaneous termination or
expiration of all of the above-referenced agreements.





    IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be duly executed as of the day of May   , 1998.

	PRL
      USA, INC.

        

        

      By: /s/

       	THE POLO/LAUREN COMPANY, L.P.

      By: PRL International, Inc.

        

      By: /s/

        
	POLO RALPH LAUREN

       CORPORATION

        

      /s/ Michael Newman

        	JONES APPAREL GROUP, INC.

        

        

      By: /s/ Jackwyn L. Nemerov

           President
	JONES INVESTMENT CO., INC.

        

      By: /s/ Norman J. Shuman, VP