TRADEMARK LICENSE AGREEMENT

     This Agreement  ("Agreement")  is made as of the 13th day of October,  2000
(the  "Effective  Date"),  by and between  Swiss Army  Brands,  Inc., a Delaware
corporation with its principal place of business at One Research Drive, P.O. Box
874,  Shelton,  CT  06484  ("LICENSOR")  and  Tropical  Sportwear  International
Corporation, 4902 West Waters Street, Tampa, FL 3634 ("TSI").

                                    RECITALS

     WHEREAS,  LICENSOR  is a licensee  of the  trademark  and logo set forth on
Exhibit A attached  hereto (the "Trademarks")  with the right to sublicense the
Trademarks  to  TSI  and  its  Totally  Held  Subsidiaries  (as  defined  below)
(collectively, "LICENSEE").

     WHEREAS,  LICENSEE  desires  the right,  license and  privilege  to use the
Trademarks on or in connection with the manufacturing,  sale and distribution of
certain Products (as defined below); and

     WHEREAS,  LICENSOR is willing to grant such rights to LICENSEE,  subject to
the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:

1. Definitions

     (a)  "Channels of Trade" shall mean  department  stores,  men's and women's
clothiers and specialty stores, outdoors clothiers and specialty stores, subject
to LICENSOR's  written  approval,  not to be unreasonably  withheld,  concerning
which  stores are in keeping with the image and dignity of the  Trademarks,  and
approved  Outlets,  mail order and catalog  retailers  and  authorized  internet
retailers. "Channels of Trade" shall not include mass merchandisers.

     (b) "Close-out  Inventory"  shall mean Products that are sold at a discount
of at least twenty-five percent (25%) of LICENSOR'S standard wholesale price for
such merchandise in the relevant selling season, and includes excess inventory.

     (c) "Best Net Sales" shall have the meaning ascribed to the term in Section
6(a).

     (d) "Contract  Year" shall  mean each period during the Term  commencing on
August 1 of the  relevant  calendar  year and  ending  on July 31 of that  year,
except that the first Contract Year shall commence on the Effective Date and end
on July 31, 2002 and the last Contract  Year shall end on the effective  date of
the termination of the Agreement.

     (e)  "Expansion  Products"  shall mean belts,  stockings,  socks,  scarves,
undergarments and children's apparel.

     (f) "Net Sales" shall mean the selling price or other consideration charged
by  LICENSEE  for  Products  to an  unrelated  buyer  less  freight,  insurance,
discounts and allowances  actually given, sales tax actually charged and returns
actually received. If Products are sold to related parties,  given away, sold at
reduced  prices  in  connection  with  promotions,  or  otherwise,  or  sold  in
combination  with other articles,  the selling price utilized in the calculation
of Net Sales shall be the highest  price  charged by LICENSOR for Products to an
unrelated buyer or buyers during the quarter in question.

     (g) "Outlets"  shall mean only those stores or outlets  listed on Exhibit C
attached hereto,  as amended by the mutual agreement of the parties from time to
time. Only Seconds and Close-out Inventory may be sold at Outlets.

     (h)  "Products"  shall mean the  following  articles  of men's and  women's
apparel:  outerwear,  hats, gloves, knit or woven shirts and blouses,  sweaters,
fleecewear, pants, jeans, skirts, and shorts, but excluding Expansion Products.

     (i) "Seconds"  shall mean Products that are  irregulars or factory  seconds
which may be sold  solely  to  Outlets  at a  discount  of at least  twenty-five
percent (25%) of LICENSOR'S standard wholesale price for such merchandise in the
relevant selling season.

     (j) "Territory" shall mean worldwide.

     (k) "Totally Held  Subsidiary"  shall mean a corporation  owned one hundred
percent (100%) by TSI,  except for any legally  required  directors'  qualifying
shares,  provided that such directors'  shares do not exceed one percent (1%) of
the total shares issued by the subsidiary, and which has executed a copy of this
Agreement, thereby agreeing to be bound by all of the terms hereof.

2. Grant of License

     (a) Subject to the terms and conditions of this Agreement,  LICENSOR grants
to LICENSEE,  and LICENSEE  accepts,  the exclusive  non-transferable  right and
license, (without right to sublicense such license) to use the Trademarks in the
Territory solely on or in connection with the manufacture, sale and distribution
of the Products during the Term (as defined below) of this  Agreement.  LICENSOR
shall not assign, or grant any licenses or sublicenses, to use the Trademarks in
connection with the  manufacture,  sale and  distribution of the Products in the
Territory  during the Term of this Agreement  without  LICENSEE'S  prior written
approval.

     (b) If LICENSOR  wishes to expand its  licensing  program to encompass  any
Expansion Products,  LICENSOR will so notify LICENSEE, and discuss expanding the
definition of Products to encompass such Expansion  Products,  and expanding the
scope of the  license  granted  herein in  accordance  with terms to be mutually
agreed upon by the parties.

     (c)  LICENSEE  shall use the  Trademarks  only for the  purposes  set forth
herein, and strictly in accordance with any trademark usage guidelines  provided
by LICENSOR from time to time.

3. LICENSOR'S Title; Protection of LICENSOR'S Rights

     (a) Except for those rights granted to LICENSEE herein, LICENSEE recognizes
and acknowledges that LICENSOR or its licensor retains, all ownership, title and
intellectual  property  rights in and to the  Trademarks,  and  LICENSOR has the
right to sublicense the Trademarks for the manufacture, sale and distribution of
the Products. LICENSEE agrees that it will not during the Term of this Agreement
or  thereafter  make any claim or take any  action  adverse to such title to and
rights in the Trademarks and will not attack the validity of the license granted
hereunder  anywhere in the world.  LICENSEE further agrees that its every use of
the Trademarks,  and any goodwill  relating  thereto,  shall inure solely to the
benefit of LICENSOR.

     (b) LICENSEE agrees both during and after the Term of this Agreement (i) to
cooperate fully and in good faith with LICENSOR and to execute such documents as
LICENSOR may request,  relating to the  Trademarks  and any marks or trade names
containing  similar words or which LICENSOR believes may be confusingly  similar
thereto,  or "Derivative  Marks" thereof,  including,  without  limitation,  the
registration of the Trademarks and any "Derivative  Marks" thereof in additional
categories,  and (ii) not to oppose any application by LICENSOR for registration
of the Trademarks and any "Derivative Marks" thereof in additional categories.

     (c)  LICENSEE  shall  promptly  notify   LICENSOR,   in  writing,   of  any
infringement  or potential  infringement  of any  Trademarks of which it becomes
aware.  Without the express written permission of LICENSOR,  LICENSEE shall have
no right to bring any action or  proceeding  relating  to such  infringement  or
potential infringement or which involves, directly or indirectly, any issue, the
litigation  of which may  affect  the  interest  of  LICENSOR.  Nothing  in this
Agreement shall obligate LICENSOR to take any action relating to an infringement
or potential infringement of any Trademarks.

4. LICENSEE Obligations

     (a)  LICENSEE  shall  manufacture  the  Products  in  accordance  with  the
specifications  and requirements  set forth herein,  and any other guidelines as
may be  implemented  or  amended  from  time to time by  mutual  consent  of the
parties.  Without  prejudice to the generality of the foregoing,  LICENSEE shall
ensure that the Products comply with all requirements  under applicable law. The
wages and working conditions under which all Products and components thereof are
produced  shall  conform in all  respects to: (i) the human rights laws and (ii)
the generally accepted human rights rules or guidelines specified by national or
generally recognized international groups or other non-governmental  entities of
(x) the  country in which such  Products  are  manufactured,  (y) the country in
which such  Products  are sold,  to the extent such laws or rules apply to goods
manufactured in other  countries,  and (z) the United States of America,  to the
extent  such  laws or  rules  apply to goods  manufactured  in other  countries.
LICENSEE  shall  provide  LICENSOR  with proof of such  compliance on an ongoing
basis.

     (b) LICENSEE  agrees that it will cause to appear on any label,  container,
packaging,  product  tags,  or  wrapping  material  or other  materials  used in
connection with the Products (the "Disclosure Materials"), and on all packaging,
advertising,  promotional  and  display  material  bearing the  Trademarks,  any
trademark  notice or indication of trademark  status  specified by LICENSOR,  as
more fully described in Exhibit B attached hereto.  LICENSEE further agrees that
all  Disclosure  Materials  used in  connection  with the  Products  shall be in
compliance with applicable laws and regulations.

     (c) LICENSEE agrees to submit in writing to LICENSOR for written  approval,
any and all designs and specifications for the Products,  which written approval
or rejection shall be provided by LICENSOR within thirty (30) business days (the
"Approval  Period") of  LICENSOR'S  receipt of such  designs or  specifications,
failure to respond within the Approval Period constituting approval by LICENSOR.
During  any  Approval  Period,   LICENSOR  may  reasonably   request  additional
information from LICENSEE  regarding  certain designs or  specifications,  which
request shall suspend the Approval Period and LICENSOR'S  obligations thereunder
until such  information has been provided for Licensor.  The receipt by LICENSOR
of such additional information shall mark the start of a new Approval Period.

     (d) LICENSEE  acknowledges  that the  Trademarks are known to represent and
are associated with high quality products. LICENSEE shall manufacture and market
the  Products  only in such manner as to maintain  and promote the high  quality
image associated with the Trademarks.

     (e) LICENSEE  agrees that it shall not,  during the Term of this Agreement,
except in accordance  with the terms  hereof,  nor at any time  thereafter:  (i)
market,  sell or distribute any products  confusingly similar to the Products in
appearance and design;  (ii)  manufacture any other products with  substantially
the same design or  combination  of features as the  Products;  or (iii) use the
Trademarks or the words "Swiss Army" or the word "Swiss"  accompanied  by a word
or  words  with a  military  or  outdoor  connotation  in  connection  with  the
advertising,  sale or distribution of any items, nor utilize, in connection with
the  sale or  offering  for  sale of any item a logo or  device  resembling  the
Trademarks   or  consisting  of  a  cross  or  other  devise  in  a  red  field.
Notwithstanding  the foregoing,  LICENSEE may use the phrase  "Brought to you by
Victorinox,  the makers of the original  Swiss Army  Knife" or similar  language
mutually agreed upon by the parties solely for crediting  purposes,  and may use
LICENSOR'S  corporate name solely for  designation  purposes,  in each case in a
manner subject to the prior written  approval of LICENSOR.  This paragraph shall
not prevent LICENSEE from  distributing or marketing;  (A) products that possess
similarities  to  the  Products  with  respect  to  certain  generic  functional
properties,  but that are otherwise not  confusingly  similar to the Products in
appearance  and design,  or (B) products that possess the same or similar unique
and  distinctive  features  and/or  properties as the Products,  one-hundred and
twenty  (120) days after the  Products  embodying  such  unique and  distinctive
features are first shipped to customers in commercial quantities.

     (f) Prior to any first sale or shipment of any new category,  type or style
of Product  or any item of  packaging,  labeling  or  advertising  to be used in
connection  with  the sale or  offering  for sale of  Products,  LICENSEE  shall
furnish to LICENSOR, for its inspection and approval,  representative samples of
each such Product or item of packaging, labeling or advertising.  LICENSOR shall
indicate in writing to LICENSEE its approval or rejection of such samples within
the Approval  Period.  In the event of a rejection,  LICENSOR  shall indicate to
LICENSEE  in  reasonable  detail  the basis of such  rejection  and any  changes
required by LICENSOR to make the samples acceptable, whereupon LICENSEE shall be
required  to  re-submit  the  samples in  question  for review and  approval  by
LICENSOR as  provided  in this  paragraph  4(f).  LICENSOR'S  failure to respond
within the  Approval  Period  shall  constitute  approval.  Samples of  Products
submitted  by  LICENSEE  to  LICENSOR  and  approved  by  LICENSOR  prior to the
execution  of this  Agreement  will be  deemed  to have  been  approved  for the
purposes of this subsection  and, except as set forth herein,  do not have to be
separately  approved  again by  LICENSOR.  LICENSOR'S  approval of a sample of a
Product  shall be deemed  approval for all Products of the same type or category
which are subsequently manufactured and sold, provided that these are consistent
in every  material  respect  with the approved  sample.  Products or other items
which vary in any  material  respect  from an approved  sample of such  Products
shall not be deemed  approved by LICENSOR  hereunder.  LICENSEE  further  agrees
that, upon reasonable notice,  LICENSOR or its authorized  representative  shall
have the right to access  LICENSEE'S  manufacturing and other facilities used in
the  manufacture,  sale or  distribution  of the  Products  for the  purpose  of
assuring  the  quality  of the  Products  and  LICENSEE'S  compliance  with  its
obligations set forth herein.

     (g) LICENSEE  acknowledges  that the Trademarks and the goodwill  attaching
thereto are associated with both the highest  quality  Products and retail sales
operations  and  channels  of  trade.   LICENSEE  shall  consult  with  LICENSOR
concerning which specific  Channels of Trade will be acceptable to maintain this
level of quality, and LICENSEE agrees that LICENSEE will: (i) sell Products only
to those  specific  Channels of Trade  (defined  herein or as  redefined  in the
future)  approved by LICENSOR;  and (ii) sell  Products that are Seconds only to
Outlets,  provided  that if  LICENSOR  permits  the sale of  Expansion  Products
bearing the Trademarks to other  retailers,  a similar right will be extended to
LICENSEE.  LICENSEE  acknowledges  that  violation  of this  Section  4(g) shall
constitute a material breach hereunder.

     (h) LICENSEE shall use its best efforts to promote and sell the Products in
accordance with the terms of this  Agreement,  and to meet the sales targets set
forth in  Exhibit  D.  These  sales  targets  were set by  LICENSEE  and were an
inducement for LICENSOR to grant the licenses granted hereunder,  however,  they
are not minimum Net Sales as discussed in Section 5(e),  and the mere failure to
meet such sales targets shall not entitle  LICENSOR to terminate  this Agreement
or the  licenses  granted  herein.  In order to promote the Products in the most
efficient  manner,  the parties intend that LICENSEE will use its employee sales
organization for promoting and selling  Products to major national  accounts and
certain key regional accounts, and that LICENSOR will make available to LICENSEE
LICENSOR'S  independent  sales  organization to promote the Products to mutually
selected regional specialty  retailers,  on terms and conditions mutually agreed
upon by the parties and such independent sales representatives.


     (i)***

5. Royalties and Payment Terms

     (a) In consideration of the licenses granted hereunder,  LICENSEE shall pay
LICENSOR a royalty for the sale of all Products (excluding Seconds and Close-out
Inventory)  equal to:***

     (b)  ***

     (c) Each party will bear (and the  royalty  payable  to  LICENSOR  herewith
shall be without reduction for) any taxes, duties and other governmental charges
imposed on such party by a taxing authority,  including without  limitation,  if
applicable,  any withholding taxes, stamp duties or documentary taxes, turnover,
sales or use taxes, value added taxes, excise taxes, customs or exchange control
duties or any charges  relating  to, or on, any  royalty  payable by LICENSEE to
LICENSOR.

     (d) All  royalty  payments  shall  accrue  upon  the  sale of the  Products
regardless of the time of collection by LICENSEE.  Products  shall be considered
"sold" upon the date of invoicing by LICENSOR.  All amounts payable hereunder by
LICENSEE,  shall be payable on a  quarterly  basis  commencing  from the quarter
starting August 1, 2001 and shall be paid to LICENSOR within thirty (30) days of
the end of each quarter.  LICENSEE  shall submit with each such payment a report
detailing the Products sold by category,  e.g.,  outerwear,  shorts,  etc.,  the
royalties due therefor,  and  substantiating  evidence if reduced  royalties are
paid for  Products  which have been sold as Seconds or Close-out  Inventory.  In
addition, LICENSEE shall include in each payment report an accounting of amounts
spent to market and promote the Products, as required under Section 4(i) of this
Agreement.

     (e) LICENSEE hereby agrees if the annual Net Sales do not exceed the annual
Net Sales amounts shown below for each Contract Year of this Agreement, LICENSOR
may, at its option, terminate this Agreement as described in Section 6:

     The minimum Net Sales for all subsequent Contract Years after Contract Year
8 shall be equal to the amount of the highest Net Sales in any previous Contract
Year (the "Best Net Sales")  plus an amount equal to the product of the Best Net
Sales and the  average  Consumer  Price  Index for the entire  Contract  Year in
question.

     (f) LICENSEE shall,  at all times during the Term of this  Agreement,  keep
full and complete books and records of the manufacture, sale and distribution of
the Products in the Territory.  LICENSOR or its authorized  representative shall
have the right,  at  LICENSOR'S  expense,  to audit and  inspect  such books and
records of LICENSEE to ascertain  LICENSEE'S  compliance or non-compliance  with
its obligations under this Agreement,  provided, however, that if any inspection
reveals any underpayment,  LICENSEE shall promptly pay such deficiency.  If such
underpayment  exceeds  five  percent  (5%) of the  amount due  LICENSOR  for the
audited period, LICENSEE shall also promptly reimburse LICENSOR for the costs of
such  inspection.   Conversely,   LICENSOR  shall  reimburse  LICENSEE  for  any
overpayments  made  by  LICENSEE  to  LICENSOR,   discovered  pursuant  to  such
inspection.

***The   information  has  been  omitted   pursuant  to  a  request  for
confidential treatment. The omitted passages have been seperately filed with the
Securities and Exchange Commission.
<PAGE>

6. Term and Termination

     (a) Subject to earlier termination as provided by this Agreement,  the term
of this  Agreement  shall  commence on the  Effective  Date and shall  remain in
effect for a period of five (5) years ("the Initial  Term"). Thereafter,  unless
one party gives the other party notice of its intent not to renew this Agreement
at least  sixty (60) days prior to the  expiration  of the  Initial  Term or any
subsequent Renewal Term, this Agreement will automatically  renew for additional
terms of three (3) years (each, a "Renewal  Term"),  provided the LICENSEE makes
timely  license  payments  as  required  by Section 5, and is not  otherwise  in
default of any of the material  terms of this Agreement at the  commencement  of
each Renewal Term. The Initial Term and any Renewal  Term(s) shall  collectively
be referred to herein as the Term.

     (b) Either party may  terminate  this  Agreement in the event of a material
breach by the other party, where such material breach remains uncured for thirty
(30) days  following the  breaching  party's  receipt of written  notice of such
breach from the  non-breaching  party,  provided that such cure period shall not
apply to  repetitions of the same general type of violation for which a previous
notice was sent.

     (c) Any  termination  of this  Agreement  shall not serve to eliminate  any
liability  arising out of conduct prior to the actual date of  termination,  and
either party may,  following  such  termination,  pursue such remedies as may be
available with respect to such liabilities.

7. Effect of Termination

     (a) Thirty (30) days after the  termination or expiration of this Agreement
for any reason,  LICENSEE  shall  provide to  LICENSOR a  statement  showing the
number and description of Products on hand or in process.

     (b) All Products and  components  thereof in existence  which have not been
sold or placed in  distribution at the time of any termination of this Agreement
(the "Unsold  Products") may be purchased by LICENSOR,  at LICENSOR'S option, at
LICENSEE'S cost of manufacture.  Notwithstanding  the foregoing,  and subject to
LICENSOR'S  decision to purchase all or a portion of any Unsold Products,  after
termination or expiration of the license granted hereunder, LICENSEE may, within
the  Territory,  dispose  of the  Products  which are on hand or in  process  to
customers in approved  Channels of Trade for a period of one-hundred  and eighty
(180) days after the effective date of termination or expiration,  provided that
such Unsold  Products  must meet the other  requirements  of this  Agreement and
LICENSEE  shall  continue  to  comply  with all of its  obligations  under  this
Agreement, including without limitation making all royalty payments due LICENSOR
for such sales.

     (c)  Upon  termination  or  expiration  of this  Agreement,  LICENSEE  will
immediately   refrain  from  further  use  of  the  Trademarks  in  any  respect
whatsoever,  except as expressly provided in Section 7(b). LICENSEE acknowledges
that the failure of LICENSEE (except as otherwise  provided herein) to cease the
manufacture,  sale or  distribution of the Products or the use of the Trademarks
at the  termination or expiration of this Agreement will result in immediate and
irremediable  damage to LICENSOR and to the rights of any  subsequent  licensee.
LICENSEE  acknowledges  and admits that there is no  adequate  remedy at law for
such  failure and agrees  that in the event of such  failure  LICENSOR  shall be
entitled to equitable  relief by way of temporary and permanent  injunctions and
such  other  further  relief as any court  with  jurisdiction  may deem just and
proper.

     (d) In the event of any  termination of this  Agreement,  the parties shall
continue to be bound after such  termination  by Sections 3, 5, 7, 8, 9, 11, 12,
13, 14 and 15.

8. Assignment

     This Agreement and the license granted herein and duties imposed  hereunder
are personal to LICENSEE  and shall not,  without the prior  written  consent of
LICENSOR,  be  assigned,  transferred,   mortgaged,   sublicensed  or  otherwise
encumbered  by LICENSEE,  except that no such  consent  shall be required if TSI
assigns this  Agreement in its entirety  pursuant to any  assignment or transfer
due to a merger,  consolidation,  change of voting control or ownership, or sale
of all or  substantially  all of TSI's  business  and  assets.  A  Totally  Held
Subsidiary exercising rights hereunder may not assign any such rights (except to
another Totally Held  Subsidiary) nor continue to exercise any such rights after
it  ceases  to be a Totally  Held  Subsidiary.  If this  Agreement  is  properly
assigned or transferred,  the terms and conditions of this Agreement shall inure
to the benefit of and be binding on the  permitted  successor and assigns of the
parties hereto.

9. Warranties and Compliance with Laws

     (a) Each party  represents  and warrants to the other party that (i) it has
the right and authority to enter into this  Agreement;  (ii) its  performance of
its obligations  under this Agreement will not breach the terms of any agreement
with any third  party;  (iii) its  performance  of its  obligations  under  this
Agreement  will  at  all  times  be  in  accordance  with  applicable  laws  and
regulations of government bodies or agencies,  and (iv) such performance will be
professional and diligent.

     (b) LICENSOR  further  represents  and warrants to LICENSEE that it has the
right to grant LICENSEE the license to use the Trademarks on the Products.

     (c) EXCEPT AS SET FORTH  HEREIN,  THE  PARTIES  HEREBY  DISCLAIM  ALL OTHER
WARRANTIES,   WHETHER  EXPRESS,   IMPLIED  OR  STATUTORY,   INCLUDING,   WITHOUT
LIMITATION,  ANY  WARRANTIES  WITH  RESPECT TO  MERCHANTABILITY,  FITNESS  FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

10. Indemnification

     (a) Each party agrees to defend, indemnify and hold harmless the other from
and against any cost and expenses, losses, or liabilities (including court costs
and attorney  fees),  arising out of any material  breach of its  warranties  or
representations hereunder.

     (b) LICENSEE further agrees to defend, indemnify and hold harmless LICENSOR
from and against  any cost and  expenses,  losses,  or  liabilities  (including,
without  limitation,  court costs and attorney  fees) arising out of any product
liability and other claims or suits asserted or brought  against  LICENSOR based
in any respect  (other than matters for which LICENSOR is obligated to indemnify
LICENSEE   pursuant  to  Section  10(c))  upon  the  manufacture,   advertising,
promotion,  sale or distribution by LICENSEE of the Products including,  without
limitation, any alleged defect in the Products sold or distributed in connection
with the  Trademarks.  LICENSEE  shall  defend  or settle  any such  claim at no
expense to LICENSOR by counsel selected by LICENSEE and reasonably acceptable to
LICENSOR, provided, however, LICENSOR may appoint additional counsel at its sole
discretion and at its own expense to assist with such defense.  LICENSOR  agrees
to assist LICENSEE to the extent reasonably necessary in the defense of any such
suit.

     (c) LICENSOR further agrees to defend, indemnify and hold harmless LICENSEE
from and  against  any cost and  expenses,  losses  or  liabilities  (including,
without limitation,  court costs and attorneys' fees) arising out of any suit or
claim  brought  by  a  third  party  for  infringement  or  other  violation  of
intellectual  property rights arising out of LICENSEE'S use of the Trademarks as
authorized by this Agreement,  provided,  however, that in the event of any such
suit, claim or proceeding:  (i) LICENSOR may notify LICENSEE that its use of the
Trademarks  shall be modified or terminated;  (ii) such  indemnification  not to
apply to damages  accruing  from sales of the Product or other  actions taken in
violation of or after such  notification;  and (iii) LICENSEE may terminate this
Agreement  with ninety (90) days written  notice sent within thirty (30) days of
receipt of such  notification  from  LICENSOR.  The defense  referred to in this
subsection  shall be undertaken by counsel  selected by LICENSOR and  reasonably
acceptable  to  LICENSEE.  At  LICENSOR'S  expense,  LICENSEE  agrees  to assist
LICENSOR to the extent reasonably necessary in the defense of any such suit, but
LICENSEE  shall not settle or compromise  such claim or suit without  Licensor's
prior written consent.  Each party agrees to notify the other within thirty (30)
days of receiving a written notification or claim from a third party challenging
LICENSEE'S right to use the Trademarks on the Products.

     (d) The  foregoing  indemnities  are in addition to any other  rights under
this  Agreement,  but  shall  be  expressly  contingent  on  the  party  seeking
indemnity:  (i) promptly notifying the indemnifying party in writing of any such
claim, demand, action or liability, to the extent that the indemnifying party is
prejudiced by any delay;  (ii) cooperating  with the  indemnifying  party in the
defense or settlement  thereof;  and (iii)  allowing the  indemnifying  party to
control the defense of settlement of the case.

11. Limitation of Liability

     NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS OR FOR
INCIDENTAL,  SPECIAL,  EXEMPLARY OR CONSEQUENTIAL  DAMAGES OF ANY KIND, PROVIDED
THAT THIS SECTION  SHALL NOT REDUCE THE  OBLIGATION OR RIGHTS OF EITHER PARTY TO
INDEMNIFICATION  FOR THIRD PARTY  CLAIMS  PURSUANT TO SECTIONS  10(b) AND 10(c).
EXCEPT AS SET FORTH BELOW,  IN NO EVENT SHALL  LICENSOR'S  LIABILITY TO LICENSEE
UNDER THIS  AGREEMENT  EXCEED THE TOTAL AMOUNT OF ROYALTIES  PAID BY LICENSEE AT
THE TIME THE CLAIM  ARISES.  IN THE EVENT  LICENSOR'S  BREACH OF THIS  AGREEMENT
PREVENTS  LICENSEE FROM USING THE TRADEMARKS AS PERMITTED BY THIS AGREEMENT,  OR
LICENSOR OTHERWISE  BREACHES THE WARRANTY SET FORTH IN SECTION 9(b),  LICENSOR'S
LIABILITY  SHALL BE LIMITED TO THE GREATER OF: (I) THE TOTAL AMOUNT OF ROYALTIES
PAID BY  LICENSEE  AT THE TIME THE  CLAIM  ARISES;  OR (II) AN  AMOUNT  EQUAL TO
LICENSEE'S DOCUMENTED START-UP COSTS INCURRED TO PRODUCE THE PRODUCTS,  PLUS ANY
LOSSES  INCURRED  BY  LICENSEE  FOR  PRODUCTS  WHICH  COULD  NOT BE SOLD  DUE TO
LICENSOR'S BREACH, LESS ANY PROFITS MADE BY LICENSEE UNDER THIS AGREEMENT.

12. Confidentiality/Proprietary Information

     All   patents,   technology,   ideas,   designs,   processes,   inventions,
improvements,  know-how  and  other  information  (hereinafter  referred  to  as
("Proprietary  Information")  disclosed  or made available by one of the parties
hereto to the other party shall remain the exclusive  property of the disclosing
party. Neither party shall use any such Proprietary  Information disclosed to it
in any manner not directly  related to its  performance  hereunder and shall use
its  best  efforts  to  prevent  the  unauthorized   disclosure  of  Proprietary
Information  by any of  its  directors,  officers,  shareholders,  employees  or
agents. Each party hereto hereby acknowledges that such Proprietary  Information
constitutes  trade secrets and is of great value to the  disclosing  party.  The
receiving party shall at all times hold such  Proprietary  Information in strict
confidence,  and shall not  disclose or otherwise  make  available to any person
other than to the  directors,  officers,  agents or  employees of such party who
need access  thereto in order to enable  such party to fulfill  its  obligations
hereunder.

13. Notices

     All notices,  approvals and  communications  to be given hereunder shall be
given or made by  registered  or certified  first class air mail, by telex or by
hand  delivery at the  respective  addresses  of the parties as set forth below,
unless  notification  of a change  is given in  writing,  and the date that such
notice, approval or statement is given shall be deemed to be the date upon which
the  receipt  was  signed  with  respect to  registered  or  certified  mail and
twenty-four (24) hours after  transmission with respect to a telex or telecopier
and at the time of delivery with respect to hand delivery.  The addresses of the
parties are as follows:

         LICENSOR:

         Swiss Army Brands, Inc.
         One Research Drive
         PO Box 874
         Shelton CT 06484
         Fax: 203-925-1092
         ATTENTION: Jeff Turner, Senior Vice President, Strategic Planning

         LICENSEE:

         Tropical Sportswear International Corporation
         4902 West Waters Street
         Tampa, FL 33634
         Fax: 813-249-4904
         ATTENTION: William W. Compton, CEO

14. Governing Law; Arbitration

     This Agreement and performance hereunder shall be governed by and construed
in  accordance  with the laws of the  State of New York,  without  regard to the
choice of law provisions  thereof.  With respect to any and all disputes arising
under or relating to this  Agreement,  the parties agree to meet in a good faith
effort  to  resolve  such  dispute.  In the event  that such a meeting  fails to
resolve the dispute, the dispute shall be submitted to a single arbitrator under
the rules of the American Arbitration Association's Commercial Arbitration Rules
and Procedures, as amended by the terms of this Agreement. The arbitration shall
take  place  in New  York,  New  York,  and  shall  be  conducted  in  strictest
confidence.  The  arbitrator's  decision  shall follow the plain  meaning of the
relevant  documents and shall be final and binding.  The  arbitrator's  power to
award damages shall be limited by the terms of this  Agreement.  Notwithstanding
anything  to the  contrary  herein,  LICENSOR  shall have the right to apply for
equitable relief in any court of proper  jurisdiction  with regard to any actual
or threatened  infringement,  dilution, or other violation of the Trademarks and
the good will  associated  therewith.  Exclusive  jurisdiction  of such disputes
shall reside in the federal or state courts located in the State of New York.

15. General Provisions

     (a) Independent  Contractor.  LICENSEE is an independent  contractor  under
this  Agreement,  and  nothing  herein  shall be  construed  to create an agency
relationship  between the parties hereto.  LICENSEE agrees that it shall not act
in any manner in connection  with its duties  hereunder that would  represent an
agency relationship with LICENSOR.

     (b)  Headings.  The  section  and  paragraph  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     (c)  Invalidity.  If any provision of this  Agreement  shall be invalid and
legally  unenforceable,  the same shall not affect in any respect whatsoever the
validity and enforceability of the remainder of this Agreement.

     (d) Waiver. The failure of either party to enforce,  at any time or for any
period of time, any provision of this  Agreement  shall not be construed to be a
waiver of such  provision  or of the right of such party  thereafter  to enforce
such provision.

     (e)  Amendment;  Entire  Agreement.  This  Agreement  may  not be  amended,
modified or supplemented in any respect except in writing,  which must be signed
by the party against whom  enforcement of any such  amendment,  modification  or
supplement is sought.  This Agreement,  including all Exhibits,  constitutes the
entire  agreement  between the parties hereto with respect to the subject matter
hereof,  replaces and supersedes all prior agreements and understandings between
the parties hereto, and both parties  acknowledge that no other  representations
or inducements have been relied upon.

     (f) No Third-Party Beneficiaries.  This Agreement shall be for the sole and
exclusive  benefit of LICENSOR and LICENSEE and nothing in this Agreement  shall
be construed to give to any person other than LICENSOR and LICENSEE any legal or
equitable right, remedy or claim under this Agreement.

     (g) Force Majeure.  Neither party shall be  responsible  for any failure to
perform its obligations  hereunder due to unforeseen  circumstances or to causes
beyond its  control,  including,  but not limited to,  Acts of God,  war,  riot,
embargoes,  acts of civil or military  authorities,  fires,  floods,  accidents,
earthquakes,  strikes or shortages of components  and supplies,  transportation,
fuel, energy, labor or materials.

     IN WITNESS  WHEREOF,  the parties  have caused this  instrument  to be duly
executed as of the day and year first above written.

SWISS ARMY BRANDS, INC.            TROPICAL SPORTSWEAR INTERNATIONAL CORPORATION

By:_____________________________   By:_____________________________

Title:__________________________   Title:__________________________

Date:___________________________   Date:___________________________



<PAGE>

                                    EXHIBIT A

                                   TRADEMARKS

1. Cross and Shield Logo in the form currently appearing on "Swiss Army Watches"
sold by LICENSOR

2. Victorinox

See attached examples of logos. [Not filed herewith.]
<PAGE>

                                    EXHIBIT B

                               TRADEMARK LABELING


                              [Not filed herewith.]

<PAGE>

                                    EXHIBIT C

                                 LISTED OUTLETS

                The TJX Companies, Inc. (T,J, Maxx and Marshalls)
                                Ross Stores, Inc.
                     Burlington Coat Factory Warehouse Corp.
                                  Bob's Stores
<PAGE>


                                    EXHIBIT D

                                  SALES TARGETS


                         Contract Year      Sales Targets
                         -------------      -------------
                             ****               ****






























***The   information  has  been  omitted   pursuant  to  a  request  for
confidential treatment. The omitted passages have been seperately filed with the
Securities and Exchange Commission.
<PAGE>