<PAGE>   1


                                   OXBOW, S.A.
                                       and
                                XDOGS.COM, INC.
                             DISTRIBUTION AGREEMENT




<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                                     <C>
1.       Definitions and Interpretation ..........................................................................1
3.       Commencement  ...........................................................................................4
4.       Grant  ..................................................................................................4
5.       Term  ...................................................................................................4
6.       Royalties  ..............................................................................................4
7.       Targets  ................................................................................................5
8.       Purchase and Sale of Products  ..........................................................................6
9.       Marketing of Products  ..................................................................................7
10.      Indemnity and Insurance  ...............................................................................10
11.      Books and Records  .....................................................................................11
12.      Report and Remittance Forms  ...........................................................................11
13.      Packaging and Advertising of Products  .................................................................12
14.      Quality Control  .......................................................................................13
15.      Confidential Information  ..............................................................................14
18.      Sufficient Use of Trade Marks  .........................................................................14
17.      Benefit of Use of Trade Marks  .........................................................................15
18.      Rights not to be Challenged  ...........................................................................15
19.      Infringements  .........................................................................................16
20.      Sales Outside the Territory  ...........................................................................17
21.      Sales by the Company in the Territory  .................................................................17
22.      Sale of Competitive Products  ..........................................................................17
23.      Termination  ...........................................................................................18
24.      Rights and Obligations on Termination  .................................................................20
25.      Representations and Warranties  ........................................................................21
28.      Agency Relationship  ...................................................................................22
27.      Notices  ...............................................................................................23
28.      Assignment  ............................................................................................23
29.      Legal and Ethical Requirements  ........................................................................24
30.      Local Law Compliance  ..................................................................................24
31.      Governing Law  .........................................................................................25
34.      Force Majeure  .........................................................................................27
35.      Whole Agreement  .......................................................................................28
36.      Agreement Severable  ...................................................................................28
37.      Agreement to Co-operate  ...............................................................................28
38.      Waiver and Variation  ..................................................................................28
39.      Execution in Counterpart  ..............................................................................28
Schedule 1 ......................................................................................................
Schedule 2 ......................................................................................................
Schedule 3 ......................................................................................................
</TABLE>





<PAGE>   3

                             DISTRIBUTION AGREEMENT

         This Agreement is made and entered into as of the 24th day of January,
2000 by and between Oxbow, a societe anonyme (French joint-stock company), with
principal offices at 55, route Jean Briaud, 33700 Merignac, France (the
"Company), and XDOGS.COM, Inc., a Nevada corporation, with principal offices at
80 South Eighth Street, Suite 3660, Minneapolis, Minnesota 55402 (the
"Distributor).

         WHEREAS, the Company is producing and selling clothing and equipment
under the OXBOW trademark;

         WHEREAS, for the purposes of its marketing activities, the Company
distinguishes its products in different Brands or Lines

               o    OXBOW

               o    OXBOW - Girls

               o    OXBOW - Snow Boards

               o    OXBOW - NIX

         WHEREAS, the Company and the Distributor are entering into an exclusive
license agreement of even date herewith (the "License Agreement");

         WHEREAS, the Company also wishes to enter into a commercial
relationship with the Distributor for the importation and commercialization of
its products in the North America

         NOW, THEREFORE, in consideration of the representations, warranties,
covenants and mutual promises set forth in this Agreement, the parties agree as
follows:

1.   DEFINITIONS

         A.    "ADVERTISING PERCENTAGE" means ten percent (10%).

         B.    "ANNIVERSARY DATE" means January 1, 2001 and each January 1
               thereafter during the term of this Agreement.

         C.    "CONFIDENTIAL INFORMATION" means and includes all advice,
               information and knowhow including (without limitation) any
               designs, processes, developments, improvements, inventions,
               concepts, graphics and styling relating to the Products and trade
               secrets relating to the Products or the business of the Company
               or any associated company, whether tangible or intangible,
               provided by the Company to the Distributor.


                                        1

<PAGE>   4

         D     "CONTRACT YEAR" means the period commencing with the Effective
               Date and ending on December 31, 2000 for the first Contract Year,
               and each successive twelve (12) month period commencing on an
               Anniversary Date.

         E.    "EFFECTIVE DATE" means January 1, 2000.

         F.    "FISCAL YEAR" means the twelve month period commencing with April
               1 and ending on the following March 31.

         G.    "OXBOWS SELLING PRICE" means the purchase price of Products
               Ex-Works invoiced to the Distributor by the Company at its full
               cost price plus 5% (five percent).

         H.    "INTELLECTUAL PROPERTY RIGHTS" means the Trade Marks and any
               patents, copyright, registered or unregistered designs or any
               applications or rights to apply for any of the foregoing which
               are owned or used by the Company.

         I.    "Net Sales" means gross sales of Products invoiced by the
               Distributor plus the fair market value in the case of
               transactions otherwise than at arm length, after deduction of

               (1)  any value added or other similar tax charged upon and
                    included in the invoice price to the purchaser;

               (2)  quantity discounts to the extent customarily granted by the
                    Distributor;

               (3)  customer returns actually credited during the applicable
                    period; and

               (4)  bad debts.

         J.    "Percentage Royalty" means the following percentage, dependent on
               the period in which such purchases are made.

               Period Percentage

               January 1, 2000 to December 31, 2000                          10
               January 1, 2001 to December 31, 2001                          12
               January 1, 2002 to December 31, 2002                          14
               January 1, 2003 to December 31, 2003                          16

         K.    "Products" means (a) all Company apparel including without
               limitation the group of Products designated in Exhibit I hereto,
               and presented in the two main Company's catalogs in 1999 (b) all
               changes, modifications or enhancement of the Products.


                                        2

<PAGE>   5

          The list of Products which are included, without limitation, in the
          definition of Products on the Effective Date is found in Exhibit 1.
          This fist may be changed at any time by the Company, to provide for
          changes, modifications and enhancement of the Products. The
          Distributor shall be informed within a reasonable time of any changes
          made to this list.

          The Distributor undertakes to implement said changes to the Product
          list. If the Distributor fails to include such additional Products in
          its Products list the Company may terminate this Agreement following
          formal notice which the Distributor does not take step to cure within
          four (4) weeks after sending of such notice.

          "Products" excludes:

               o    All existing and future Licensed products such as : the Kids
                    '~OXBOW` 4 to 12 years" line, the OXBOW Eyewear" line, the
                    "OXBOW Timepieces" line, and the "OXBOW Footwear line.

               o    Products other than (a) all Company apparel including
                    without limitation the group of Products designated in
                    Exhibit I hereto, and detailed in all of the Company's
                    1999-catalogues, and (b) all changes, modifications or
                    enhancement of the Products mentioned in clauses (a), (b)
                    and (c) of the present paragraph. The Wetsuits line, MX
                    (Moto Cross) line, and Snowboards line.

          L.   "QUARTET" means each of the three (3) month periods ending on
               March 31, June 30, September 30 and December 31 in each Contract
               Year.

          M.   "Target" means the obligations of the Distributor under Section
               7.

          N.   "TERRITORY" means the country or countries listed in Exhibit 2.

          O.   "TRADEMARKS" means the Company commercial marks, business names,
               emblems, drawings and logos listed in Exhibit 3 which appear on
               the Products.

2.             INTERPRETATION. In this Agreement, unless the context otherwise
               requires:

          A.   headings and underlinings are for convenience only and do not
               affect the interpretation of this Agreement;

          B.   words importing the singular include the plural and vice versa;

          C.   an expression importing a natural person includes any company,
               partnership, joint venture, association, corporation or other
               body corporate and any governmental agency or authority;



                                        3

<PAGE>   6

          D.   a reference to any thing includes a part of that thing; and

          E.   references to clauses, parties and schedules are references to
               clauses, parties and schedules to this Agreement.

3.        COMMENCEMENT. This Agreement shall commence and be deemed effective as
          of the Effective Date notwithstanding that it may be executed after
          that date.


4.        GRANT.

          A.   Subject to the terms of this Agreement, the Company grants to the
               Distributor the exclusive right to:

               (1)  import the Products into the Territory; and

               (2)  use the Trade Marks in relation to the Products in the
                    Territory.

          B.   The rights granted under paragraph A shall not include sales over
               the internet outside the Territory.

5.        TERM. This Agreement shall commence on the Effective Date and continue
          until December 31, 2003 , unless The Company is majority sold or
          floated, in which case it will terminate 12 months after either the
          date of the signature of the sale or the date at which the Company's
          shares are quoted on a public securities market. It being understood
          that during this 12 month period the parties will negotiate in good
          faith to continue the Agreement.

6.        ROYALTIES.

          A.   The Distributor shall pay the Company a royalty equal to the
               product of the Percentage Royalty and the amount of Net Sales.

          B.   The Distributor shall make payment of the royalties referred to
               in paragraph A in US Dollars by wire transfer to the Company at
               such place as may be nominated from time to time by the Company.
               The Distributor will remit no less than sixty percent (60%) of
               the projected royalty, such projection based on Distributor's
               estimated sales figures which are attached hereto as Exhibit 4,
               within forty five (45) days after the end of each Quarter. The
               Distributor may deduct from such payment such



                                        4

<PAGE>   7

               amount as it is required to deduct on account of any taxation
               liability of the Company in the Territory. The Distributor shall
               obtain an official receipt for any amount so paid and forward
               this immediately to the Company together with a written
               explanation as to why such deduction is necessary.

          The Distributor will also provide such assistance and sign such
          documentation as may be available in order to enable such royalty to
          be paid without any deduction.

     C.   The Distributor will provide each Quarter a statement as to the
          calculation of the royalty certified as correct by a senior executive
          of the Distributor approved by the Company.

     D.   The Distributor will also provide to the Company by March 31 in each
          Contract Year a calculation of the royalty paid for the previous
          Contract Year confirmed as correct by its auditors and the Distributor
          will also provide to the Company each Quarter such other reports,
          statements, accounts and records as are referred to in Section 12.

7.   TARGETS.

     A.   The Distributor undertakes that the Net Sales of Products by the
          Distributor for the four (4) years of the Term shall not be less than
          the Net Sales of Products shown on Exhibit 4 attached hereto.

     B.   The Distributor undertakes that the Product Purchases by the
          Distributor in the following periods shall be not less than:

<TABLE>
<CAPTION>
   PERIOD (FISCAL YEAR)                   PRODUCT PURCHASES EX WORKS (US DOLLARS 0001S)
   --------------------                   ---------------------------------------------

<S>                                       <C>
         2001                                                   833
         2002                                                 1,916
         2003                                                 3,000
         2004                                                 5,000
</TABLE>


     C.   The Distributor undertakes that the Products will be carried in the
          following periods by not less than the following number of retail
          stores in the Territory, having a significant presence of Oxbow
          Products, each with an annual purchase order of at least USD 20,000:

<TABLE>
<CAPTION>
         PERIOD (CONTRACT YEAR)                      NUMBER OF RETAIL STORES
         ----------------------                      -----------------------

<S>                                                  <C>
                  2000                                        30
                  2001                                        90
                  2002                                        120
                  2003                                        150
</TABLE>


                                        5

<PAGE>   8


To these retail stores will be added the 50 existing Oxbow accounts having taken
orders for Spring Summer 2000 products.

     D.   The Company will be entitled to terminate immediately and without any
          requirement to remedy by notice sent by mail to the Distributor in the
          event that the Distributor fails to achieve:

          (1)  the aggregate Net Sales Target for any calendar year; or

          (2)  the Product Purchase Target for any calendar year.

8.   PURCHASE AND SALE OF PRODUCTS.

     A.   The Distributor will purchase the Products ready packaged only from:

          (1)  the Company; or

          (2)  from such supplier as may be authorised from time to time in
               writing by the Company and the Distributor will not repackage any
               Products nor alter, amend or modify any packaging in which any
               Products are supplied nor remove, deface, obscure, alter or
               modify any Trade Marks, brand names, logos, graphics or wording
               applied to any of the Products on their packaging without the
               prior written consent of the Company.

     B.   The Company's selling prices for the Products are quoted in French
          Francs or in Euros. The selling prices to the Distributor shall be
          equal to the full costs of the Products plus 5% of such costs. The
          full selling prices will in addition include the cost of packing,
          transport, insurance and customs duties, the charge of such costs,
          taxes, rights or other expenses being borne by the Distributor. Prices
          may only be increased to reflect actual increase of the full
          manufacturing costs.

     In the case of delivery made directly by a manufacturing factory, the
     prices are established identically, but ex-manufacturing factory. The
     Distributor will continue to bear all the costs, taxes and other expenses
     related to transport.

     The price list in effect on the Effective Date is attached as Exhibit 5
     hereto. Any change made to this list by the Company shall be transmitted to
     the Distributor within a reasonable period before the entry into force of
     the new tariffs.

     C.   All prices for the Products quoted by the Company or its suppliers
          shall (unless otherwise agreed in writing) be for payment by
          irrevocable Letter of Credit sixty

                                       6


<PAGE>   9

          (60) days from the date of loading in French Francs or in Euros.

     D.   Products shall be sold subject to the conditions of sale of the
          Company or other authorised supplier as shall be notified to the
          Distributor from time to time. Conditions of sale will be established
          by the Company.

     E.   Neither the Distributor's standard conditions of purchase nor any
          terms or conditions in any order forms or other documents prepared by
          the Distributor shall apply to the sale of the Products by the Company
          or other authorised supplier to the Distributor.

     F.   Title to the Products will pass to the Distributor at the point
          specified in the purchase order (Ex Works, INCOTERMS 1990) and the
          confirmation thereof or at the point specified in the conditions of
          sale of the Company or other authorised supplier.

     G.   The responsibility for all operations, costs and expenses from the
          point specified in the said conditions of sale or purchase order and
          the confirmation thereof (including transportation, insurance, custom
          duties) will be paid by the Distributor.

9.   MARKETING OF THE PRODUCTS.

     A.   The Distributor shall use its best endeavours to create, meet and
          expand demand in the Territory for the Products.

     B.   At the commencement of this Agreement, and for each Contract Year
          thereafter the Distributor will provide to the Company a marketing
          plan for the distribution of the Products within the Territory which
          marketing plan is to be approved in writing by the Company. The
          nwketing plan for each Contract Year of this Agreement other than the
          first Contract Year is to be, agreed upon three (3) months prior to
          each Anniversary Date, and will be reviewed Quarterly. The marketing
          plan will specify objectives and strategies with respect to the
          following and any related matters which are consistent with the
          Distributor's obligations under paragraph A.

          (1)  product fines and new product plans;

          (2)  pricing and margin structure;

          (3)  distribution chamels;

          (4)  sales and distribution targets on a product by product basis;


                                       7

<PAGE>   10

          (5)  accumulation of market data including assessment of total market
               size and segmentation in units and value (which will be updated
               on a half yearly basis);

          (6)  overview of trading for the current year and objectives and
               strategies for the following year;

          (7)  assessment of competition;

          (8)  advertising and promotional expenses; and

          (9)  overall advertising and promotional strategy including in
               particular the use and cost of promotions, public relations,
               sponsorship, exhibitions, point of sale and other in-store
               merchandising.

The Company will not unreasonably withhold its approval of or agreement to any
marketing plan presented by the Distributor.

     C.   In addition to its obligations under paragraph B the Distributor at
          the commencement of this Agreement and prior to each Contract Year
          thereafter shall supply a Business Plan fbr the remaining term of the
          Agreement which is to be agreed by the Company not less than three (3)
          months prior to the beginning of each Contract Year. The Business Plan
          shall be in a format reasonably specified by the Company, and will
          include key success factors and indicators to follow the progress in
          Distribution, Marketing, Brand Awareness, Customer, Service, Consumer
          Satisfaction and Operations. The Company and the Distributor will
          review progress against such plan on a Quarterly basis.

     D.   The Distributor shall:

          (1)  develop and agree with the Company as set out in paragraph B a
               legally supportable distribution policy for the Products;

          (2)  promote and enhance the reputation and the recognition and
               awareness of the Trade Marks in the Territory;

          (3)  develop a sales, marketing and merchandising facility for the
               Products in the Territory;

          (4)  engage such key staff as the Company shall specify, such
               appointments to be approved by the Company before implementation;

          (5)  offer a complete stock and refill service to all retailers;


                                       8

<PAGE>   11

          (6)  achieve distribution throughout all agreed trading channels;

          (7)  establish the Company's signage where possible within agreed
               retail stores in the Territory, and install significant shop in
               shop Oxbow furniture in at least 20% (twenty percent) of retail
               stores every year, as of year 2001.

     E.   The Distributor will use its best endeavours to ensure that the
          Products are distributed only through such specialist outdoor outlets,
          genuine outdoor departments in department or sports stores and
          footwear or sports stores as are approved in writing by the Company.
          In all cases, such stores should have a clientele of medium to high
          quality. The Distributor shall not distribute the Products in any
          circumstances through market stalls or stores of low quality and
          image. The Distributor shall ensure that wherever possible, retailers
          who stock the Products shall use the fittings, display units,
          advertisements and point of sale material provided by the Company. The
          Distributor shall be permitted to distribute the Products through mail
          order or over the internet but may not sell Products through either
          such channels to purchasers outside the Territory.

     F.   In each Contract Year the Distributor shall spend a minimum of the
          Advertising Percentage of Net Sales (or in the first Contract Year,
          the Target) of Products for that year on consumer advertising and
          promotion in the Territory (the "Advertising Budget"). Within 60 days
          following the end of each Contract Year the Distributor shall submit a
          statement to the Company, certified as true and correct by a senior
          executive of the Distributor approved by the Company detailing the
          amounts spent and how the money was spent. The Advertising Budget
          shall cover traditional media and Internet advertising, grass roots
          promotion intended to raise awareness of the Products and their
          exclusive availability from the Distributor, as well as promotions and
          sponsorships of events and athletes including, but not limited to,
          monetary and apparel sponsorships, cost of promotions or point-of-sale
          items distributed to approved retailers or consumers, and co-op
          advertising such as "e bate" email promotions. Point-of-sale items
          shall be supplied by the Company at full cost plus five percent (50/6)
          handling. Any other forms of advertising shall be approved in writing
          by the Company, such approval not to be unreasonably withheld.

          Traditional Media expenses shall never be less than 35% (thirty five
percent) of total Advertising.

     G.   The Distributor will at its own expense participate twice a year in
          the Company's international meetings and four times a year in product
          development meetings.

     H.   The Company grants to the Distributor the non-exclusive right to enter
          into preliminary negotiations for sponsorship or promotional
          agreements relating to the


                                       9

<PAGE>   12

          Trade Marks directly with athletes, clubs, federations, committees or
          similar organisations; within the Territory approved in writing by the
          Company. The Distributor shall have no power to conclude any such
          agreement or enter into any such agreement on the Company's behalf Any
          proposed agreement shall be presented to the Company for approval and,
          (unless the Company and the Distributor otherwise agree), shall be
          entered into directly between the Company and the relevant athlete,
          club, federation, committee or organisation. Fees or payments to be
          made under such agreements shall be borne as between the Company and
          the Distributor in such proportion as they may from time to time
          agree.

     L.   The Distributor shall have access to any and all Company artwork and
          promotion items for the purpose of advertising and marketing Products.

10.       INDEMNITY AND INSURANCE.

     A.   The Distributor shall, at its expense, carry comprehensive general
          liability insurance and product liability insurance covering the
          Products marketed or sold in connection with the Trade Marks under
          this Agreement issued by a responsible insurer approved in advance by
          the Company providing coverage approved in advance by the Company and
          otherwise in terms approved in advance by the Company. Unless
          otherwise agreed such insurance shall:

          (1)  include insurance coverage for the Distributor's obligation to
               indemnify the Company in accordance with clause paragraph C.

          (2)  be for the benefit of the Distributor but shall name the Company
               as co-insured and payee.

          (3)  remain in effect for the initial and any subsequent term of this
               Agreement so long thereafter as the Distributor may continue to
               use any of the Trade Marks.

          (4)  provide that 30 days written notice be furnished to the Company
               prior to cancellation, or prior to any material modification or
               change.

     A.   Upon the execution of this Agreement, the Distributor shall promptly
          furnish the Company with a certificate evidencing that insurance has
          been effected in accordance with the provisions of this clause.

     B.   Subject to the provisions of Section 19, the Distributor agrees to
          defend, indemnify and hold harmless the Company and the Proprietor,
          including all subsidiaries, affiliates and assignees of the Company
          and the Proprietor against all


                                       10

<PAGE>   13

          claims, judgements, actions, debts or rights of action, of whatever
          kind, and all costs, including reasonable legal fees, arising out of
          the promotion, marketing, distribution or sale of the Products by the
          Distributor under this Agreement.



11.  BOOKS AND RECORDS.

     (A)  The Distributor shall keep full and correct records and accounts
          showing details of the Products imported, distributed, bartered and
          sold by it pursuant to this Agreement and otherwise containing such
          information as may be necessary to enable the Company to monitor
          compliance, with this Agreement.

     (B)  The Distributor shall throughout the continuance of this Agreement
          give access to its records and accounts at an reasonable times (and in
          any event within 48 hours of request) to the Company or any agent or
          accountant authorised by the Company. Such person may take extracts
          from or copies of any such records or accounts.

     C.   In the event that this Agreement is terminated for any reason the
          Distributor shall provide the same access to its records and accounts
          for a period of one year thereafter.

     D.   Throughout the term of this Agreement the Distributor agrees to
          provide to the Company not later than one (1) calendar month after its
          preparation a copy of the party's most recent quarter-end financial
          statements (including balance sheet and profit AND LOSS accounts)
          certified by an independent chartered accountant.

     E.   Throughout the term of this Agreement the Company agrees, after
          receiving a written request to do so, to provide the Distributor on a
          bi-annual basis and no less than ninety (90) days after its receipt, a
          summary of its most recent financial statements certified by its
          statutory auditors.

12.  REPORT AND REMITTANCE FORMS.

     (A)  Within forty-five (45) days of the end of each Quarter the Distributor
          shall provide to the Company a report showing:

          (1)  details of all sales of each of the Products made during that
               Quarter to include the quantities of each type of the Products
               sold and a breakdown of such sales by country and distribution
               channel together with details of the



                                       11

<PAGE>   14

               computation from gross sales to net sales;

          (2)  estimates of anticipated sales of each of the Products for such
               period as the Company may request; and

          (3)  details of the quantity and value of all returns of Products
               received during that Quarter.

     B.   Within ninety (90) days of the end of each Contract Year the
          Distributor shall provide to the Company a report showing a summary of
          the data set out in paragraph A for the relevant Contract Year.

     C.   Within ninety (90) days of the end of each Contract Year the
          Distributor shall provide to the Company a report showing all
          e-commerce sales for the relevant Contract Year.

     D.   The rendering of any report or the payment of any royalty shall not
          prejudice any right of the Company to recover any additional amount
          that may be found to be due in respect of royalties or otherwise and
          no such right shall be deemed to have been waived by the lapse of time
          or any act or omission on the part of the Company.

13.  PACKAGING AND ADVERTISING OF PRODUCTS.

     A.   The Distributor shall ensure that all the Products are marked with
          such of the Trade Marks as may be appropriate and as prescribed in
          writing by the Company from time to time.

     B.   The Distributor will imprint irremovably, legibly and prominently on
          the Products and on any packaging, labelling and advertising or
          promotional materials used in connection therewith, or otherwise, any
          notice of trade marks and/or copyright together also with such
          designation of ownership, registration and/or licence as shall
          reasonably be requested by the Company including without limitation
          the following:

          (1)  the symbol S in the upper right-hand comer next to the Trade
               Marks which are registered with the appropriate patent and/or
               trade mark body in the Territory; and

          (2)  the symbol (TM) in the upper right-hand comer next to the Trade
               Marks which are not registered with the appropriate patent and
               trademark body in the Territory.


                                       12

<PAGE>   15

          C.   No other marks or wording shall appear on any of the Products,
               packaging, labeling, advertising or promotional materials unless
               the Distributor first obtains the written consent of the Company
               provided that the Distributor may continue to use the
               Distributor's name and mark on hang tags, packaging materials and
               in advertising and on promotional materials in accordance with
               the directions of the Company.

          D.   The Distributor shall, at its expense, furnish to the Company;

               (1)  at the earliest opportunity, mock ups of all matter which is
                    proposed to be used by the Distributor containing or
                    displaying any of the Trade Marks including, without
                    limiting the generality of the foregoing, any label,
                    brochure, packaging, business card, stationery, letterhead,
                    advertisement, point-of-sale and other publicity materials,
                    telephone or other directory entry, sign, decal and
                    illumination ("Display Material); and

               (2)  prior to release, final copies of all Display Material.

          E.   In the event that the Company does not raise any questions
               relating to the nature, quality or workmanship of such samples
               within twenty-eight (28) days of receipt by the Company of such
               samples, the samples shall be deemed satisfactory for the use
               pursuant to this Agreement. The Distributor's obligations
               hereunder shall extend to all matters made or used by its agents
               or sub-contractors appointed in accordance with this Agreement.
               Wherever possible Display Material will be based on or
               incorporate Display Material provided by the Company in order to
               ensure that the brand image projected by the Products is in
               conformity with the Company's world wide brand profile and image.

          F.   The Distributor shall not use any of the Trade Marks as part of
               its corporate, business or trading name.

          G.   The Distributor shall use the Trade Marks only in accordance with
               the policies and guidelines and/or instructions laid down by the
               Company or its agent from time to time.

14.       QUALITY CONTROL.

          A.   The Company shall deliver the Distributor with finished goods of
               high quality which shall comply with the OXBOW Quality Chart.

          B.   The Distributor shall ensure that all uses of the Trade Marks are
               consistent with the high quality, character and image of the
               Trade Marks and shall comply with any direction reasonably made
               by the Company relating to the quality of the



                                       13

<PAGE>   16

               Products and/or their packaging and/or any related promotional or
               advertising material.

          C.   The Distributor shall store and transport the Products in
               conditions that will preserve the Products and their packaging in
               good condition and shall comply with any reasonable requests from
               the Company in such regard.

          D.   If requested, the Distributor shall give all reasonable
               assistance in locating and recovering any defective Products and,
               in particular, shall comply (and procure so far as it is able
               that its customers comply) with any product recall procedure
               adopted by the Company.

15.            CONFIDENTIAL INFORMATION.

          A.   All Confidential Information shall be used only for the
               performance of this Agreement and shall be kept confidential by
               the Distributor and shall be revealed to directors, officers,
               employees and agents of the Distributor only to the extent
               necessary to enable the Distributor to fulfil its obligations and
               responsibilities pursuant to this Agreement. The Distributor
               shall impose upon all such directors, officers, employees and
               agents to whom any Confidential Information is revealed
               obligations of confidentiality and restrictions on use in respect
               thereof identical to these herein contained and shall be
               responsible for any breach of any of such obligations by any of
               such directors, officers, employees or agents. This provision
               shall not apply to any Confidential information which is in the
               public domain or to the extent to which it may be required to be
               disclosed by law or which is obtained by the Distributor in good
               faith from a third party with the right to disclose it. In the
               event that the Distributor is required to make any Confidential
               Information public as a result of the requirements of any law or
               regulatory authority (including any stock exchange) the
               Distributor will inform the Company beforehand and use its best
               endeavors to ensure that any such disclosure is carried out in a
               manner which the Company believes causes as little harm as
               possible to the Company's reasonable commercial interests.

          B.   The Company makes no warranty as to the accuracy, sufficiency and
               suitability for use by the Distributor of advice, information,
               technical assistance or know-how provided by the Company for use
               by the Distributor in the marketing of any Products and assumes
               no responsibility or liability, including liability for direct,
               indirect or consequential damages of any nature which arise out
               of or in connection with the Distributors's use thereof.

18.       SUFFICIENT USE OF TRADE MARKS. In order to preserve the Company's
          ownership of the Trade Marks in the Territory, the Distributor will
          take all steps reasonably required to ensure that sufficient use of
          the Trade Marks is made to avoid abandonment by reason of non-use.


                                       14

<PAGE>   17

17.       BENEFIT OF USE OF TRADE MARKS. The Distributor acknowledges that

          A.   all use of the Trade Marks in any form and for any class of goods
               or services shall accrue without cost to the Company to the
               benefit of the Company; and

          B.   except as otherwise provided in this Agreement, the Distributor
               has no right in any Intellectual Property Rights or any
               associated goodwill nor any right to use any Intellectual
               Property Rights.

18.       RIGHTS NOT TO BE CHALLENGED.

          A.   The Distributor acknowledges the validity of the Intellectual
               Property Rights and shall not at any time during the continuance
               of this Agreement or thereafter directly or indirectly, by itself
               or through its directors, officers, employers, agents or any
               person in which the Distributor holds any issued share capital or
               controls, whether directly or indirectly, the composition of its
               board of directors or any of its voting power, contest or assist
               any other person in contesting the validity of the Intellectual
               Property Rights or the right, title and interest of the Company
               to the Intellectual Property Rights.

          B.   Except as provided in this Agreement, the Distributor shall not
               use or register whether during the continuance of this Agreement
               or thereafter, any business or trade name, licensor name, trade
               mark or labeling or packaging design which incorporates or which
               is substantially identical with or deceptively or confusingly
               similar to any of the Trade Marks or other Intellectual Property
               Rights.

          C.   The Distributor shall, not supplement or interfere with or
               obliterate the Trade Marks applied to the Products.

          D.   The Distributor shall take due care not to do or cause to be done
               any action or thing which affects the validity of the
               Intellectual Property Rights or the Company's ownership thereof
               or which jeopardizes; the maintenance thereof, either during the
               continuance of this Agreement or thereafter. In the event that
               the validity or the maintenance of the registration of any of the
               Trade Marks or other Intellectual Property Rights is in jeopardy,
               then the Distributor, if reasonably requested by the Company,
               will cease distribution of such of the Products as are affected
               by such potential invalidity.

          E.   Nothing contained in this Agreement, whether express or implied,
               shall give to the Distributor any claim, right, title or interest
               in the Confidential Information, and the Distributor acknowledges
               and agrees that all rights in such Confidential


                                       15

<PAGE>   18

              Information belong to and are the exclusive property of the
              Company and that, during and after any termination of this
              Agreement, the Distributor will not claim any rights in or to such
              Confidential Information nor dispute or assist others to dispute
              the Company's ownership thereof.

19.       INFRINGEMENTS.

          A.   If any suspected or actual infringement or illegal use of the
               Intellectual Property Rights or any wrongful use of the
               Confidential Information by any person in the Territory or
               elsewhere shall. come to the attention of the Distributor, the
               Distributor shall immediately give notice thereof in writing to
               the Company. The Company shall, at its absolute discretion, take
               whatever action it deems appropriate at its own expense and
               shall. have the sole conduct of any such action. If requested,
               the Distributor will provide such assistance as may be reasonably
               required in any suit or action subject to the payment by the
               Company of the Distributor's direct expenses in the provision of
               such assistance. If the Company initiates any action respect of
               any such conduct, all compensation recovered whether at trial or
               by way of settlement shall belong entirely to the Company.

          B.   If the Distributor receives any notice, claim or proceedings
               alleging trade mark infringement, passing off, copyright
               infringement, patent Infringement, or related causes of action
               arising out of the Distributor's use of the Intellectual Property
               Rights or the Confidential Information the Distributor shall,
               notify the Company forthwith and shall not make any admissions or
               take any substantive steps in connection therewith without the
               prior written consent of the Company.

          C.   If such legal action referred to in paragraph A above relates to
               use by the Distributor in accordance with the terms of this
               Agreement then the Company shall defend or assist in the defense
               of such litigation, and shall bear all costs and expenses of such
               defense. If any damages or awards are assessed against the
               Distributor in such litigation and provided that the Distributor
               has in fact complied with the relevant term of this Agreement
               they shall be satisfied and paid by the Company.

          D.   If such legal action referred to in paragraph A above relates to
               use otherwise than in accordance with the terms of this
               Agreement, the Company, in its sole discretion shall choose
               whether to defend or assist in the defense of such action. If the
               Company chooses not to defend or assist in the defense of such an
               action, the Distributor shall bear all of its own costs and
               expenses and shall be responsible for any awards against it or
               the cost of any settlement or compromise. If the Company chooses
               to defend or assist in the defense the Distributor shall
               reimburse the Company for all direct expenses incurred by the
               Company and for all costs and damages awarded against the
               Company.


                                       16

<PAGE>   19

20.       SALES OUTSIDE THE TERRITORY.

          A.   The Distributor will not sell or cause or permit to be sold
               directly or indirectly any Products outside the Territory, nor
               will the Distributor, directly or indirectly, sell or cause or
               permit to be sold Products in the Territory where, to its
               knowledge, such Products are intended for re-sale or distribution
               outside the Territory; notably in the Caribbean and/or European
               Territory(ies). In particular the Distributor Shall not engage
               in advertising by reference to the Trade Marks aimed at any place
               outside the Territory or use any branch or distribution depot
               outside the Territory for the sale or marketing of the Products,
               and in the case of proposed sales over the intemet will
               specifically state that Products are only available in the
               Territory. In addition, the Distributor's website shall have the
               capability to "mask" Product prices for anyone accessing the
               Distributor's website from outside the Territory. The Distributor
               will use its best endeavours lawfully to prevent any person from
               distributing or selling the Products from the Territory.

          B.   During this Agreement the Company shall refer all inquiries
               received by it relating to sales of the Products in the Territory
               to the Distributor. During this Agreement the Distributor shall
               refer to the Company all inquiries it receives for the Products
               for sales outside or export from the Territory.

21.       SALES BY THE COMPANY IN THE TERRITORY.

          A.   The Company will not sell or cause or authorise to be sold in the
               Territory any products similar to the Products and bearing the
               Trade Marks.

          B.   Nothing contained in this Agreement shall preclude the Company
               from manufacturing or authorizing the manufacture of Products or
               other goods in the Territory for sale to the Distributor or for
               export.

22.       SALE OF COMPETITIVE PRODUCTS. Unless specifically authorized in
          writing so to do by the Company, the Distributor will not, directly or
          indirectly, by itself or through its directors, officers employees,
          agents or any person in which the Distributor holds any issued share
          capital or controls whether directly or indirectly the composition of
          its board of directors or any of its voting power, sell or distribute
          any products in the Territory or procure the sale or distribution of
          any products for sale in the Territory which are in direct competition
          with the Products.

The Distributor commits, in these same conditions, not to sell any additional
apparel Brand within the 12 (twelve) months of signature of this Agreement.


                                       17

<PAGE>   20

23.  TERMINATION.

     A.   The Company may, without prejudice to any other rights of termination
          available to it terminate immediately this Agreement, and the License
          Agreement if the Distributor does not respect the terms and conditions
          set forth in Section 7 of this Agreement and forthwith by giving
          notice of termination to the Distributor in the circumstances set out
          in Section 7 or upon any of the following events:

          (1)  if the Distributor commits any other breach of any of its
               obligations hereunder and fails to remedy the same (if capable of
               remedy) within 30 (thirty) days of the date of service by the
               Company of a notice specifying the breach in question and
               requiring it to be remedied;

          (2)  if any sum payable to the Company or to any authorised supplier
               of any Products hereunder is not paid by the due date for
               payment;

          (3)  if the Distributor is unable to pay its debts as they fall due or
               suspends payment of any of its debts or enters into any
               arrangement with creditors for the payment of any of its debts;

          (4)  if an administrator, receiver, manager or liquidator is appointed
               in respect of the Distributor or any of its assets;

          (5)  if a winding up resolution is passed or a winding up or
               bankruptcy order is made in respect of the Distributor or the
               Distributor goes into liquidation;

          (6)  if any event or act occurs or is done by or in relation to the
               Distributor which is equivalent or analogous to any of those
               described in any of subparagraphs (3), (4) and (5);

          (7)  if the Distributor shall at any time directly or indirectly
               contest or assist any other licensee or person in contesting the
               validity of the Intellectual Property Rights or the right title
               and interest of the Company;

          (8)  if any marketing plan referred to in Section I O.B is not agreed
               at the time

     B.   Where the Company is entitled to terffiinate this under paragraph A
          then the Company shall as an alternative to termination have the right
          to amend the Agreement in all or any of the following ways:

          (1)  by converting some or all of the rights granted under Section 4
               from exclusive rights to non-exclusive rights; and/or


                                       18

<PAGE>   21

          (2)  by removing any trade marks, trade names, service marks, style
               names, trade

          (3)  dress, logos and/or other trade symbols from the definition of
               "Trade Marks"; and/or

          (4)  by removing any products from the definition of "Products";
               and/or

          (5)  by removing any country or countries or any part or parts of any
               country or countries from the definition of "Territory"

          Any such amendment shall be made by means of a notice served on the
          Distributor and shall take effect from the date on which such notice
          is served or such later date as may be specified in the notice.

          The Distributor may (without prejudice to any other rights of
          termination available to it) terminate this Agreement forthwith by
          giving notice of termination to the Company upon any of the following
          events:

          (1)  if the Company commits any breach of any of its obligations
               hereunder and fails to remedy the same (if capable of remedy)
               within thirty (30 days of the date of service by the Distributor
               of a notice specifying the breach in question and requiring it to
               be remedied;

          (2)  if the Company is unable to pay its debts as they fall due or
               suspends payment of any of its debts or enters into any
               arrangement with creditors for the payment of any of its debts;

          (3)  if an administrator, receiver, manager or liquidator is appointed
               in respect of the Company or any of its assets;

          (4)  if a winding up resolution is passed or a winding up or
               bankruptcy order is made in respect of the Company or the Company
               goes into liquidation;

          (5)  if any event or act occurs or is done by or in relation to the
               Company which is equivalent or analogous to any of those
               described in any of subparagraphs (2), (3) or (4).

     D.   Any exercise by either party of any of its rights under this Section
          23 shall. be without prejudice to any accrued rights of either party
          under this Agreement.



                                       19

<PAGE>   22

24.  RIGHTS AND OBLIGATIONS ON TERMINATION.

     A.   Upon the termination of this Agreement, the Distributor shall promptly
          return all Confidential Information together with any copies and shall
          not thereafter make any use of such Confidential Information except
          insofar as the Distributor may have been specifically released by the
          Company from its obligations of confidentiality hereunder -

     B.   The Company or its nominee may, by giving the Distributor written
          notice within thirty (30) days following termination of this
          Agreement, purchase from the Distributor any part or all of the
          Products not previously sold by the Distributor. The price payable for
          such Products (or materials) shall be the Distributor's purchase cost
          (including duties, taxes and delivery charges) or the net realizable
          market value of such Products in the Territory whichever is the lower.

     C.   Should the Company fail to purchase the Products pursuant to paragraph
          B, then notwithstanding such termination:

          (1)  the Distributor shall have the right for a reasonable period up
               to but not exceeding six (6) calendar months after termination to
               sell the Products manufactured or imported by it prior to
               termination in the Territory under the Trade Marks in accordance
               with the terms of this Agreement provided that the price charged
               for the Products shall be at least sixty-five per cent (65%) of
               the price prevailing immediately prior to termination;

          (2)  after termination of the above sell-off period the Distributor
               shall immediately destroy in the presence of the Company or its
               representative any of the Products which are not then sold;

          (3)  all other provisions, terms and conditions of this Agreement
               shall continue to apply during the period referred to in
               subparagraph (1) except that the Company shall be at liberty to
               appoint another person as the distributor of the Products or the
               licensee of the Trade Marks or both; and

          (4)  the six month period referred to in subparagraph (1) will not be
               extended by an event of force majeure.

     D.   After termination of this Agreement (but subject to paragraph C) the
          Distributor:

          (1)  shall cease using the Trade Marks and other Intellectual Property
               Rights in the Territory and shall not thereafter use or register
               any words or marks that incorporate or are substantially
               identical with or deceptively similar to or so closely resemble
               any one or more of the Trade Marks so as to be likely to cause
               confusion;


                                       20

<PAGE>   23

          (2)  shall execute any and all necessary documents with respect to the
               cancellation of the Distributor as registered user of the Trade
               Marks; and

          (3)  shall not knowingly do any act or thing that would have the
               effect of causing another person in the Territory to believe that
               the Distributor is still associated or connected with the
               Company.

     E.   Notwithstanding the termination of this Agreement:

          (1)  the provisions of Section 15 shall not terminate but shall
               continue to remain in full force and effect;

          (2)  the Distributor shall continue to pay any royalties or other
               applicable payments due hereunder and shall continue to provide
               access to its records and accounts and furnish information and
               reports in accordance with provisions of Sections 6, 11 and 12;

          (3)  the Company and the Distributor shall continue to have rights and
               remedies with respect to damages and any other relief for breach
               of this Agreement on the part of the other occurring prior
               thereto; and

          (4)  any provisions of this Agreement necessary to enable the parties
               to enforce their respective rights and obligations hereunder
               shall remain in full force and effect.

     F.   Upon the expiry or termination of this Agreement for any cause
          whatsoever except in accordance with Section 23.A(6) the Distributor
          shall, if requested, supply to the Company a list of the Distributor's
          customers for the Products.

          The Distributor acknowledges that no rights whatsoever are extended to
          it beyond the expiration or termination of this Agreement other than
          as provided in this Section 24 and further acknowledges that it shall
          not be entitled to any compensatory payment on the expiration or
          termination of this Agreement.

25.  REPRESENTATIONS AND WARRANTIES.

     A.   The Company represents and warrants that:

          (1)  it is a corporation duly incorporated and validly existing under
               the laws of France;

          (2)  it has full corporate power and authority to enter into this
               Agreement and to carry out the transactions contemplated hereby;

                                       21

<PAGE>   24

          (3)  it is the owner of the Trade Marks.

     B.   The Company at its sole discretion may, upon written notice to the
          Distributor, add or remove any trade marks to or from Exhibit 3.

     C.   The Company does not warrant that the Trade Marks may safely be used
          as a trade mark or business name in the Territory.

     D.   The Distributor represents and warrants that:

          (1)  it is a corporation duly incorporated and validly existing under
               the laws of the State of Nevada,

          (2)  it has full corporate power and authority to enter into this
               Agreement and to carry out the transactions contemplated hereby;

          (3)  its board of directors has taken all action required by the law
               of its jurisdiction of incorporation, its articles of
               incorporation, by-laws or similar constituent documents or
               otherwise to authorize execution of this Agreement and the
               consummation of the transactions contemplated hereby;

          (4)  this Agreement is a valid and binding agreement by it and
               enforceable against it in accordance with its terms;

          (5)  neither the execution of this Agreement nor the consummation of
               the transactions contemplated hereby will violate any statute or
               law or any judgement, decree, order, regulation or rule of any
               court or governmental agency or authority in the Territory; and

          (6)  except for any required approvals of governmental agencies or
               authorities which it will use its best efforts to obtain, no
               consent of any person is necessary to the consummation of
               transactions contemplated hereby. In the event that any required
               consents are not obtained or are given on terms not acceptable to
               the Company, the Company shall be entitled upon receipt of
               knowledge thereof forthwith to terminate this Agreement.

28.  AGENCY RELATIONSHIP. Except as otherwise provided herein, nothing in this
     Agreement shall render one party the agent of the other in relation to any
     rights or obligations granted under this Agreement or any transaction
     carried on pursuant to it, and under no circumstances shall either party
     pledge or attempt to pledge the credit of the other or incur any credit on
     behalf of the other.


                                       22

<PAGE>   25

27.  Notices.

     A.   Any notice served by one party upon the other shall be in writing in
          the English or French language and shall be delivered personally
          (including by courier) or be sent by facsimile. Such notice or
          document shall. be deemed to have been received in the case of
          personal delivery when delivered or, if sent by facsimile, on the day
          following that on which the facsimile was sent, provided that the
          party serving such notice shall send a copy by registered air mail
          within two (2) days after sending the notice.

     B.   Such notice shall be addressed as follows (or at such other place
          designated in writing by the relevant party);

          (a)      If to the Company:
                   OXBOW, S.A.
                   55 route Jean Briaud
                   33700 Merignac, France
                   Attention: Philippe A. de Vilmorin
                   Telephone: (0)5 55 13 1145
                   Facsimile: (0)5 56 13 00 61

          (b)      if to the Distributor:
                   XDOGS.COM, INC.
                   80 South Eighth Street
                   Suite 3660
                   Minneapolis, Minnesota 55402

                   Attention: Kent Rodriguez
                   Telephone: (612) 359-4027
                   Facsimile: (612) 359-9017


28.  ASSIGNMENT.

     A.   The Company may assign any of its rights or delegate any of its duties
          arising out of or under this Agreement.

     B.   The Distributor may not assign any of its rights or delegate any of
          its duties arising out of or under this Agreement without the prior
          written consent of the Company which consent may be withheld by the
          Company in its absolute discretion.


                                       23

<PAGE>   26

     C.   In the event of a Change of Control the Distributor shall immediately
          notify the Company in writing giving full particulars of such Change
          of Control. The Company shall have the right to immediately terminate
          the Agreement.

     D.   Should ownership of the Trade Marks be assigned by the Company then,
          upon such assignment, the Company shall assign all of its rights and
          delegate all of its duties under this Agreement to the assignee of the
          Trade Marks and the Distributor shall, with effect from the date of
          such assignment, release and discharge the Company from all claim and
          demands whatsoever in respect of this Agreement relating to the period
          after the date of the assigmnent and shall, from the date of such
          assignment, accept the assignee as the owner of the Trade Marks.

     E.   On the request of the Company, the Distributor will execute,
          acknowledge and deliver all such documents, deeds, agreements or other
          instruments as may be requested by the Company to give effect to
          paragraph D.

29.  LEGAL AND ETHICAL REQUIREMENTS.

     A.   The Distributor shall at its own expense ensure that all local and
          national laws, rules, regulations and other requirements and codes of
          practice applicable in the Territory and all policies and ethical and
          other standards from time to time specified by the Company in respect
          of the treatment of any persons involved in the sale of any Products
          hereunder or otherwise in respect of any human rights or other issues
          are complied with in relation to all activities of the Distributor
          and/or its authorised subcontractors under this Agreement.

     B.   The Distributor shall ensure that adequate records are maintained to
          demonstrate compliance with the obligations contained in paragraph A
          and shall as and when requested by the Company:

          (1)  furnish or cause to be furnished to the Company such proof of
               compliance with the obligations contained in paragraph A as the
               Company nay require;

          (2)  permit the Company or procure the Company to be permitted to
               undertake such inspection of any activities of the Distributor as
               the Company nay require;

          (3)  permit the Company or procure the Company to be permitted to
               inspect any records required to be maintained under this
               paragraph B and to take copies thereof

30.  LOCAL LAW COMPLIANCE.


                                       24

<PAGE>   27

     A.   The Distributor shall at its own expense comply with all relevant
          legislation and other requirements of the Territory in connection with
          its activities under this Agreement The Distributor shall furnish
          proof of such compliance to the Company when and if the Company
          requires.

     B.   As soon as possible after the execution of this Agreement the Company
          and the Distributor shall if requested by the Company, at the expense
          of the Distributor, execute such further documents as may be necessary
          to make and make joint application to record for the registration of
          the Distributor as a registered or permitted user of the Trade Marks
          in respect of such of the Trade Marks as are registered or as become
          registered to the extent provided by the law of the Territory.

     C.   The Distributor shall obtain any consents, licences and approvals and
          comply with any formalities required for the performance of this
          Agreement and payment of royalties. In the event that the Distributor
          is unable to obtain any such consent, licence or approval within three
          (3) months of the date of signature of this Agreement the Company
          shall have the fight to terminate this Agreement by giving thirty (30)
          days notice in writing to the Distributor.

31.  GOVERNING LAW.

     The formation, construction, validity and performance of this Agreement
shall be governed in accordance with the laws of France.

32.  JURISDICTION

     The parties shall endeavour to reach an amicable settlement for any dispute
relating to the validity, construction of performance of the present Agreement.

     Consequently, each party agrees to notify, prior to initiating any legal
proceedings, by registered letter with recorded delivery the other party of its
wish to reach an amicable settlement.

     The Parties undertake to involve its top management in order to reach an
amicable settlement for their dispute.

     Failing to reach an amicable settlement themselves for a dispute, such a
dispute shall be submitted to a unique Conciliator at the initiative of the
diligent party.

     The party who takes the initiative of a conciliation, will do it by
registered mail with recorded delivery to the other party. The date of reception
of this letter is the date of the introduction of the conciliation procedure.


                                       25

<PAGE>   28

     This letter will mention the name of the proposed Conciliator, and is
accompanied by a short presentation of the dispute and the arguments on which
its position is based, accompanied by all relevant documents.

     The parties designate the Conciliator in a common agreement.

     The failure of designating the Conciliator in a common agreement, one of
the parties may seize, in a delay of 15 (fifteen) days, the President of the
Tribunal de Commerce de Paris in order to designate the Conciliator.

     The Conciliator will receive all the documents, memorandums and exchanged
notes between the parties. He will lead freely the proceedings, including
hearing the parties, together or separately. He will render his proposal
independently and in the respect of the terms and equilibrium of the present
Final Agreement.

33.  ARBITRATION.

     A.   Failing agreement within a period of thirty (30) days from the date on
          which either party with reference to this Section 32 requests an
          amicable settlement, the matter shall be settled by arbitration
          adjudicated under French Law, conducted in English or in French and
          held in PARIS (France) in accordance with Rules of Conciliation and
          Arbitration of the International Chamber of Commerce.

     B.   The Arbitration Board shall consist of three members. Each of the
          parties shall appoint one arbitrator and two so nominated shall in
          turn choose a third. If the chosen arbitrators cannot agree on the
          choice of a third arbitrator, such arbitrator shall be appointed by
          the Court of Arbitration of the International Chamber of Commerce.

     C.   The arbitration shall be conducted in accordance with the Rules of the
          International Chamber of Commerce and it is agreed that the decision
          shall be definite and there shall be no appeal to the Courts from the
          decision of the arbitrators.

     D.   Either party shall be entitled to have any arbitration award made an
          order of Court.

     E.   The obligation herein to arbitrate shall not be binding upon either
          party with respect to requests for temporary restraining orders,
          preliminary injunctions or other procedures (or their functional
          equivalent) in a court of competent jurisdiction to obtain interim
          relief when deemed necessary by such court to (a) preserve the status
          quo or prevent irreparable injury pending resolution by arbitration of
          the actual dispute between the Parties or (b) to order specific
          performance.


                                       26

<PAGE>   29

34.  FORCE MAJEURE

     A:   Definition

     Under this Agreement, v Force Majeure)) shall mean any situation, event,
     circumstance which is unpredictable, irresistible and independent of the
     will of either party including but not limited to:

          "War (declared or not) invasion or armed conflict"

          Revolution, riot, insurrection or other civil disturbance, acts of
          terrorism or sabotage,

          Major nuclear or chemical accidents,

     Earthquake, tidal wave, flood, landslide.

Neither party shall be liable for delay or failure in the performance of this
Agreement arising from any one or more of the following causes which shall
forthwith be notified to the other upon such delay or failure:

     (1)  acts of persons engaged in subversive activities or sabotage;

     (2)  fires, floods, explosions or other catastrophes;

     (3)  epidemics or quarantine restrictions;

     (4)  strikes, similar labour disruptions or public demonstrations and
          unrest;

     (5)  freight embargoes;

     (6)  unusually severe weather;

     (7)  delays of a supplier of either party due to any of the above causes or
          events;

     (8)  any other causes, similar or dissimilar, beyond the reasonable control
          of the party); or

     (9)  (in the case of the Distributor) a failure by the Company to meet
          agreed delivery dates for products;

     PROVIDED THAT in any case due diligence is exercised to cure such causes
     and resume


                                       27

<PAGE>   30

     performance and the time for performance by such party shall be extended by
     a period of any such delay.

     B.   If one or more causes of force majeure are asserted by either party as
          a basis for nonperformance of this Agreement and such non performance
          continues for a consecutive period of ninety (90) days the other party
          shall have the right to terminate this Agreement forthwith by giving
          written notice to that effect.

35.  Whole Agreement. This Agreement contains the entire agreement and
     understanding between the parties hereto with regard to its subject matter
     and supersedes an prior agreements whether written or oral. Notably all
     Agreements previously signed with J.ESSAKOW and The Family Trust ESSAKOW.

36.  AGREEMENT SEVERABLE. This Agreement is severable and if any provision shall
     be held inv" illegal or unenforceable, in whole or in part in any
     jurisdiction (including both by reason of the provisions of any legislation
     and also by reason of any decision of any court or authority having
     jurisdiction over the parties in the Territory), then that provision shall
     be severed in the jurisdiction in question and such invalidity, illegality
     or unenforceability shall not in any way whatsoever prejudice or affect the
     validity or enforceability of the remainder. To the extent legally
     permissible, an arrangement which reflects the original intent of the
     parties shall be substituted for such invalid or unenforceable provision
     provided always that if the reasonable opinion of either party any such
     severance materially affects the commercial basis of this Agreement and no
     agreement can be reached by the parties as to the means by which such
     matters can be resolved, such party shall have the right to terminate this
     Agreement with immediate effect upon giving 90 days written notice to the
     other containing the reason(s) why the commercial basis has been materially
     affected.

37.  AGREEMENT TO COOPERATE. Each party hereto, upon the reasonable request of
     the other, will execute, acknowledge and deliver, or cause to be executed,
     acknowledged and delivered, all such further documents, deeds, assigmnents,
     licenses, transfers or conveyances as may be required both to satisfy the
     requisites of the law of the Territory and to give fiffl effect to the
     terms and conditions of this Agreement.

38.  WAIVER AND VARIATION. A provision of or a right created under this
     Agreement may not be waived or varied except in writing signed by a duly
     authorised representative of the party or parties to be bound. No delay or
     fidlure of either party in exercising or enforcing any of its rights or
     remedies shall operate as a waiver thereof nor shall any partial exercise
     of such right or remedy preclude any other or further exercise of such
     right.

39.  EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
     counterparts each of which shall be deemed an original and all of such
     counterparts taken together shall be deemed to constitute one and the same
     instrument.


                                       28

<PAGE>   31


     IN WITNESS WHEREOF, the parties, by the actions of their authorized
representatives, have executed this Agreement, including the attached Schedules,
as of the date first mentioned above.

THE DISTRIBUTOR, INC.                               OXBOW, S.A.


/s/ KENT A. RODRIGUEZ                               /s/ PHILIPPE A. DE VILMORIN
Kent A. Rodriguez                                   Philippe A. de Vilmorin
Its President                                       its Chairman



                                       29

<PAGE>   32

                                    EXHIBIT 1

                                    PRODUCTS

                        DIVISION IN GROUPS AND SUB-GROUPS

<TABLE>
<CAPTION>
           GROUP1                                           JACKETS
<S>                                                 <C>
           IVES
           SUB-GROUPS.-Blousons                               BLO
                                                          Wind coats
           COU
                                                             Vests
           GIL
                                                           Raincoat
           RAI
                                                            Jackets
           VES
                                                       Technical Jackets
           VET

           GROUP2                                          SWEATERS
           CHA
           SUB-GROUPS.                                     Sweaters
           CHA
                                                      Technical sweaters
           CHT

           GROUP3                                           SHIRTS
           CHE
           SUB-GROUPS.                                 Technical shirts
           CMT
                                                      Long sleeves shirts
           CUL
                                                     Short sleeves shirts
           CMC
                                                         Over-shirts
           SCH

           GROUP4                                   SWEATS SMRTS AND POLOS
           SWE
           SUB-GROUPS.                                       Polos
           PLO
                                                         Sweat shirts
           SWE
</TABLE>


                                       30

<PAGE>   33

<TABLE>
<S>                                             <C>
                                                    Technical sweat shirts
           SWT

           GROUP5                                          T-SHIRTS
           TSH
           SUB-GROUPS.Event T. Shirts                         TSE
                                                   Short sleeves T. Shirts
           TSC
                                                    Long sleeves T. Shirts
           TSL
                                                     Sleeveless T. Shirts
           TSM
                                                      Technical T. Shirts
           TST

           GROUP6                                           TROUSERS/OVERALLS/DRESSES
           PAN
           SUB-GROUPS.Overalls                              CSA
                                                            Skirts
           JUP
                                                            5-pocket-trousers
           PAN
                                                            Technical trousers and overalls
           PCT
                                                            Sportswear trousers
           PSP
                                                            Dresses
           ROB
                                                            Sweat pants
           TRA

           GROUP7                                           SHORTS
           SHO
           SUB-GROUPS.Bermudas                              BER
                                                            Short shorts
           SHC
                                                            Long shorts
           SHL
                                                            Technical shorts
           STN
           GROUP8                                           SWIMWEAR
           BAI

           SUB-GROUPS.2-piece-swimsuits                     BAI
                                                            1-piece swimsuits
</TABLE>


                                       31

<PAGE>   34

<TABLE>
<S>                                          <C>
           NIUP
                                                 Parcos
           PAR

           GROUP9                                OTHER EQUIPMENT
           EQU

           SUB-GROUPS                            Luggage (waist bags, travel wallets,
           BAG
                                                 various)
                                                 Business bags and pouches
           BUS
                                                 Caps, hats and head bands
           CAP
                                                 Belts
           CEI
                                                 Socks
           SOC
                                                 Beach towels
           DDB
                                                 Scarves
           ECH
                                                 Clothes
           GAN
                                                 Key-holders
           PCL
                                                 Wallet and business card holders
           PTF
                                                 Bags and back packs
           SAC
                                                 Underwear
           SOU
                                                 Stickers
           STI
</TABLE>



                                       32

<PAGE>   35

                                    EXHIBIT 2

                                    Territory

            United States of America, its territories and possessions
                       (not including the Caribbean basin)
                                     Mexico
                                     Canada



                                       33

<PAGE>   36

                                    EXHIBIT 3

                                   Trademarks



<TABLE>
<CAPTION>
BRANDS                      CLASSES                     REGISTRATION               VALIDITY
                                                        NUMBER
-------------               -------------               ------------               ----------
<S>                         <C>                         <C>                        <C>
OXBOW                       25                          1535373                    18.04.2009
OXBOW (name)                28                          1733271                    17.11.2002
OXBOW (name)                9-14-18                     1816692                    18.01.2004
Four Flowers                9-14-18-25-28               1810529                    14.12.2003

LABEL
PLACEMENT ON                Under registration
LEFT SHOULDER
OF GARMENT

</TABLE>

*    Affidavit. asked on December 10, 1999 for classes where the Brand is used
     that is: 14-18-25-28.



                                       34