EXHIBIT 10.05

                           TRADEMARK LICENSE AGREEMENT


         THIS IS A TRADEMARK  LICENSE AGREEMENT dated as of May 10, 1999 between
LEVI STRAUSS & CO., a Delaware  corporation  located at 1155 Battery Street, San
Francisco,  California 94111 ("LS&CO."), and AVID SPORTSWEAR, INC., a California
Corporation,   located  at  19143  S.  Hamilton   Avenue,   Gardena,   CA  90248
("Licensee").

                               B A C K G R O U N D

         LS&CO.  owns the trademarks (as defined in Section 1, the "Trademarks")
associated with the Dockers brand. LS&CO. has developed the Trademarks and brand
to have an outstanding  reputation and goodwill.  Licensee is in the business of
designing,  manufacturing,  marketing and selling  golfwear  products.  Licensee
desires to obtain,  and LS&CO.  is  willing  to grant,  a license,  under  which
Licensee may and shall se the Trademarks as described in this Agreement.

LS&CO. AND LICENSEE AGREE AS FOLLOWS:

1.       GRANT OF LICENSE

         LS&CO.  grants  to  Licensee,   and  Licensee  accepts,  an  exclusive,
nonassignable right to use the Trademarks as described in this Agreement, solely
in  connection  with  the  manufacture,  advertising,  distribution  and sale of
Products to Approved Retailers for resale by those Approved Retailers within the
Territory.  "Trademarks" means: (i) all of the trademarks identifying on EXHIBIT
A; (ii) any  combination,  form or derivative of those  trademarks  which LS&CO.
may, from time to time at its sole discretion, specifically authorize for use by
Licensee in a writing  identifying the mark and referring to this Section 1; and
(iii) any other trademark LS&CO.  may, from time to time at its sole discretion,
specifically authorize for use by Licensee in a writing identifying the mark and
referring to this Section 1, it being  understood  that LS&CO.  may from time to
time  remove or  substitute  individual  trademarks  from  EXHIBIT A at its sole
discretion  because of changes in  marketing  strategy,  branding  evolution  or
otherwise.  LS&CO.  and Licensee  acknowledge and agree that the Dockers(R) Golf
logo is being  redesigned by LS&CO.  at the time of execution of this Agreement.
LS&CO. will exercise best efforts to deliver camera ready art for the redesigned
logo to  Licensee  no later  than June 5, 1999.  "Products"  means  those  items
identified  on  EXHIBIT  B,  all  bearing  or  incorporating  one or more of the
Trademarks.  "Territory"  means the United States of America and its territories
and possessions,  and Bermuda.  "Approved  Retailers"  means retailers  approved
under Section 8 to purchase Products from Licensee.

2.       TERM

         2.1 INITIAL TERM. The initial term of this Agreement  shall begin as of
the date of this Agreement and shall end as of the close of business on December
31, 2003 (the "Initial Term"),  unless earlier terminated as provided in Section
13. It shall consist of four (4) Annual Periods. "Annual Period" shall mean, for
the Initial Term and any renewal term, the twelve month period beginning January
1 of a given year and ending  December  31 of that year,  except that the "First
Annual Period" shall mean the period beginning on the date of this Agreement and
ending December 31, 2000.

         2.2 FIRST RENEWAL TERM. This Agreement  shall be renewed,  upon written
request of Licensee  delivered to LS&CO.  not earlier than April 1, 2003 and not
later than June 30, 2003, for one additional three (3) year term,  commencing on
January 1, 2004 and ending on December 31, 2006 (the "First Renewal Term"),  if:
(i) Net Sales of Products for the Annual Period beginning January 1, 2002 are no
less than  Seventeen  Million  Dollars  ($17,000,000)  and (ii)  Licensee  is in
compliance  with all material terms and  conditions  contained in this Agreement
and there is no  outstanding  Event of  Default  existing  on the date  Licensee
delivers  its notice of renewal or at any time during the balance of the Initial
Term. Licensee shall include with its renewal notice data demonstrating that the

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renewal condition set out in clause (i) is satisfied, a written certification by
the  president,  a vice president or the chief  financial  officer to the effect
that the condition set out in clause (ii) is met and Licensee's  projections for
sales of Products  during the  contemplated  First Renewal Term.  Within 30 days
after receipt of  Licensee's  renewal  notice,  and again on the last day of the
Initial Term,  LS&CO.  shall notify  Licensee  whether or not the  conditions to
renewal set out in this Section 2.2 are satisfied or waived.  Licensee's failure
to timely  deliver its notice of renewal shall be treated as a final decision by
Licensee that it has elected not to renew.

         2.3  ADDITIONAL  RENEWAL TERMS.  If (i) this  Agreement  enters a First
Renewal Term as provided  under Section 2.2,  (ii) Net Sales of Products  during
the  First  Renewal  Term  have  exceeded  Licensee's  projections  for sales of
Products during each  respective  Annual Period of that term, and (iii) Licensee
is in  compliance  with all  material  terms and  conditions  contained  in this
Agreement  and there is no  outstanding  Event of Default  existing  on the date
Licensee delivers its notice of renewal or at any time during the balance of the
First Renewal Term, LS&CO. agrees to negotiate in good faith, no later than June
30, 2006, for two additional three (3) year terms, commencing on January 1, 2007
and ending on December 31, 2009 (the "Second Renewal  Term"),  and commencing on
January 1, 2010 and ending on  December  31, 2012 (the  "Third  Renewal  Term"),
respectively.

3.       ROYALTIES

         3.1  GUARANTEED  MINIMUM  ROYALTY.  Licensee  shall  pay  to  LS&CO.  a
non-recoupable  guaranteed minimum royalty (the "Guaranteed Minimum Royalty") in
respect of each Annual Period.  The Guaranteed  Minimum  Royalty for the Initial
Term shall be:

         ANNUAL PERIOD                GUARANTEED MINIMUM ROYALTY

              1st                              $250,000
              2nd                              $540,000
              3rd                              $765,000
              4th                              $990,000

Licensee  shall pay  Guaranteed  Minimum  Royalty  payments  due under the First
Annual Period as follows:  ten percent  (10%),  or twenty five thousand  dollars
($25,000) on March 31, 2000;  twenty  percent (20%),  or fifty thousand  dollars
($50,000) on June 30,  2000;  thirty  percent  (30%),  or seventy five  thousand
dollars ($75,000) on September 30, 2000; and forty percent (40%), or one hundred
thousand dollars  ($100,000) on December 31, 2000. For all other Annual Periods,
Licensee  shall  pay  to  LS&CO.   the  Guaranteed   Minimum  Royalty  in  equal
installments on January 1, April 1, July 1 and October 1, respectively,  of each
Annual Period.  Should there be a renewal of this Agreement as  contemplated  by
Section 2.2, the  Guaranteed  Minimum  Royalty in respect of each Annual  Period
during the First  Renewal  Term shall be an amount equal to seventy five percent
(75%) of the projected  earned royalty  derived from the sales plan provided for
each Annual Period of the First  Renewal  Term, as reflected in the  projections
supplied by Licensee to LS&CO. as contemplated by Section 2.2.

         3.2 EARNED  ROYALTY.  During each Annual Period of the Initial Term and
the Renewal Terms,  if any,  Licensee shall pay to LS&CO.  eased royalties in an
amount equal to the sum of: (i) six percent (6%) of aggregate Net Sales of first
quality  Products and (ii) four  percent  (4%) of aggregate  Net Sales of second
quality and closeout or end of season Products.  To that end, Licensee shall pay
to  LS&CO.,  no later than 30 days after the end of each  quarterly  period,  an
amount equal to the excess of earned  royalties in a quarter over the Guaranteed
Minimum Royalty for that quarter. In addition,  if Licensee's second quality and
closeout  or end of season  sales are greater  than ten  percent  (10%) of total
Licensee-manufactured  Product  sales  during  any  Annual  Period  (in terms of
units),  Licensee shall pay LS&CO., at the time it delivers the annual statement
for that Annual  Period as  described  in Section  9.1,  an amount  equal to the
difference  between (i) 6% of aggregate Net Sales of second quality and closeout
or end of season  products for the entire Annual Period and (ii) 4% of aggregate
Net Sales of second  quality  and  closeout  or end of season  Products  for the
entire  Annual  Period.  "Net Sales"  shall mean the gross sales of all Products
sold,  less trade discounts  actually taken and credits for merchandise  returns
actually applied to subsequent  payments  required to be made to Licensee,  with
merchandise  returns being credited in the quarterly period in which the returns
are actually  made. A Product shall be  considered  "sold" on the earlier of the


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date when the Product is billed or invoiced, shipped, consigned or paid for. The
terms of payment or credit concerns relating to Approved  Retailers or otherwise
shall not affect Licensee's royalty payment obligations; provided, however, that
Licensee may retroactively  adjust royalty payments for its actual amount of Bad
Debt,  not to exceed  three  percent  (3%) of adjusted Net Sales in any quarter.
"Bad Debt" shall mean accounts  receivable which are  uncollectible by Licensee,
using reasonable  collection  efforts,  one hundred eighty (180) days after due.
Licensee shall provide  LS&CO.  with written  substantiation  of actual Bad Debt
with its Royalty  Statement for any quarter in which Licensee  claims a Bad Debt
allowance.

         3.3.  PAYMENT  MECHANICS.  Licensee  shall make  royalty  and all other
required payments to LS&CO. in U.S. Dollars by wire transfer to:

                  Bank of America NT&SA
                  ABA Number 1210-0035-8
                  Beneficiary:  Levi Strauss & Co.
                  Beneficiary Account Number:  12336-18321
                  Ref: Licensing Fees for LS&CO.

Licensee shall provide LS&CO.  with written  documentation  of the wire transfer
within five days of each such  transfer.  If a payment is not received  when due
for any reason,  interest  shall accrue on the unpaid  principal  amount of such
installment  from and after the date on which it became  due, at a rate equal to
1% over the base rate  (expressed as an annual rate) announced from time to time
by Bank of America (or its  successor)  at its San  Francisco  office as then in
effect.  If on any  examination  of Licensee's  books and records as provided by
Section 9, LS&CO. discovers any royalty underpayment by Licensee,  then Licensee
will make,  within 30 days after LS&CO.'s  demand,  all payments  required to be
made to correct and eliminate the underpayment. In addition, if that examination
reveals  an  underpayment  of more than  three  percent  (3%) for any  quarterly
period, then Licensee shall reimburse LS&CO. for LS&CO.'s expenses in performing
the examination.

         3.4 ROYALTY  STATEMENT.  Licensee  shall  prepare and give to LS&CO.  a
royalty statement for each quarterly period within 30 days after the end of that
period.  The royalty  statement shall report Net Sales by account,  Net Sales by
style,  net returns by account and net returns by style,  and a  calculation  of
royalties,  for that  quarter,  and  substantiation  of any Bad  Debt  allowance
retroactively  claimed.  Licensee  shall  include with each royalty  statement a
written  certification of statement  accuracy by the chief financial  officer of
Licensee or Licensee's accounting firm.

4.       MARKETING AND SALES

         4.1  SALES  PLAN.  On or  before  September  1 of each  Annual  Period,
Licensee  shall  deliver  to LS&CO.  a draft  sales plan  describing  Licensee's
proposed  line  plan,  retailers  for  the  upcoming  Annual  Period,  marketing
activities,  delivery dates and projected  sales by month. No later than 15 days
following  Licensee's  delivery of the proposed sales plan,  LS&CO. and Licensee
shall meet to discuss and  complete a final sales plan (the  "Sales  Plan"),  it
being  understood that the line plan,  list of retailers and specific  marketing
materials  and plans are subject to LS&CO.'s  approval as provided  elsewhere in
this Agreement and that actual sales performance may vary from that contemplated
by the Sales Plan in view of market  conditions,  customer  relations  and other
factors.

         4.2 CONSUMER  ADVERTISING.  During each Annual  Period,  Licensee shall
spend an amount no less than three percent (3%) of the  projected  aggregate Net
Sales for that Annual  Period  (the  "Marketing  Spend") on  consumer  and trade
advertising as described  herein. If actual aggregate Net Sales exceed projected
Net Sales for any Annual Period,  then Licensee shall spend an additional amount
not less than three percent (3%) of the excess, with that amount to be spent and
for use during,  the next Annual  Period,  in  addition to the  Marketing  Spend
otherwise due for that Annual  Period.  Marketing  Spends shall be separate from
and shall not be subject to credit for  expenditures by Licensee for cooperative
advertising,  trade advertising,  fixture programs,  trade shows,  sponsorships,
events,  sampling or any other  promotional  or sales  material.  Licensee shall
primarily  use these  funds  for  consumer  marketing  of the  Products  through
vehicles and at the times and in the manner as agreed upon between  Licensee and
LS&CO.


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         4.3 PRODUCT LAUNCH  ADVERTISING.  Between June 1, 1999 and December 31,
1999, Licensee shall conduct, and spend not less than two hundred-forty thousand
dollars  ($240,000)  for,  Product  launch  advertising,   subject  to  LS&CO.'s
approval.  (Approval  procedures  for  this and all  other  matters  under  this
Agreement  involving  LS&CO.  approval  are  described  in Section  19).  Launch
activities shall not include PGA Show expenses.

         4.4  SHOWROOM.  No later than  January 1,  2000,  Licensee  at its sole
expense shall  establish,  and then maintain  during the term of this Agreement,
two  (2)  showrooms  in Los  Angeles,  California  and New  York or New  Jersey,
respectively,  dedicated  exclusively  to Products (the  "Showrooms").  Licensee
shall submit plans for the Showrooms to LS&CO.  Design and decor of the Showroom
shall be subject to LS&CO.'s approval.

         4.5 BUSINESS MATERIALS.  Licensee shall not use any business materials,
including, without limitation,  invoices, stationery,  advertising,  promotional
materials,  sundries, labels, packaging,  fixtures, posters or graphics, bearing
any of the Trademarks,  unless such materials comply with LS&CO.'s trademark use
standards as  contemplated  by Section 11.7 and unless Licensee shall have first
obtained LS&CO.'s  approval of the use. Any approval granted by LS&CO.  shall be
effective until revoked by LS&CO.;  to the extent LS&CO.'s approval relates only
to a seasonal  collection  of  Products,  however,  Licensee  shall not use such
packaging or business  materials  without LS&CO.'s  separate  specific  approval
after completion of the season to which the collection relates.

         4.6      RETAIL AND VISUAL PRESENTATIONS

                  (a) Licensee,  at its sole expense,  shall develop all visuals
used at retail,  including  packaging,  fixtures,  point of sale  materials  and
visual merchandising  materials.  Licensee shall provide LS&CO. with a timetable
for the development of the materials.  LS&CO. may provide reasonable  guidelines
for the  development of such  materials,  and use of all such materials shall be
subject to LS&CO.'s prior approval.  Licensee at its expense may use the vendors
and creative agencies used by LS&CO. for similar  projects.  If Licensee decides
not to use such  vendors,  it shall  nonetheless  be  required  to  comply  with
guidelines provided by LS&CO. If LS&CO. reasonably determines that any materials
produced  by a  vendor  selected  by  Licensee  do  not  meet  LS&CO.'s  quality
standards,  Licensee  shall upon  LS&CO.'s  request  select and use an alternate
vendor approved by LS&CO.

                  (b) Licensee  shall use  reasonable  efforts to secure premium
retail locations, custom fixturing and strong image positioning for the Products
on the retail floor.  Licensee shall work with retailers to update the location,
fixturing and positioning on a regular basis.  Licensee shall not provide,  both
during  the term of this  Agreement  and after its  expiration  or  termination,
packaging, fixtures, point of sale, visual merchandising or related materials to
any person  other than to an  Approved  Retailer  or,  following  expiration  or
termination of this Agreement, to LS&CO.; provided,  however, that this does not
prohibit  use of  fixtures  from which all  Trademarks  and  branding  have been
removed, and which are no longer used in connection with the Products.

         4.7      TRADE ADVERTISING; PUBLICITY

                  (a) Licensee  shall be  responsible  for the  development,  at
Licensee's sole expense,  of all advertising in trade or industry  publications.
Licensee shall submit all such  advertising to LS&CO.  for its approval prior to
its submission to the publication.  Licensee shall use LS&CO. branded apparel or
accessories  in all  Product  advertising  whenever a head to the shot or visual
requiring  other  product  categories  is  required.  If  LS&CO.  or  one of its
licensees does not have a product category required for the advertisement,  then
LS&CO.  and Licensee shall choose an alternate brand for that product  category,
it being  understood  that  Licensee  shall:  (i) be  responsible  for obtaining
appropriate  legal advice concerning such use; (ii) cause all trademark or other
identifying marks or features visible on the item to be removed from or obscured
in the final image prior to publication,  except for any identifying marks which
Licensee has the right to display,  for which Licensee  provides LS&CO.  written
evidence of such right,  and for which Licensee  agrees to indemnify  LS&CO.  as
provided in Section 15.2 hereof; and (iii) be responsible in all respects to the
maker  of the  alternative  product.  If  removing  or  obscuring  the  mark  is
impossible  because of the nature of the  product or is  unsatisfactory  from an
aesthetic or legal  perspective,  then Licensee and LS&CO.  shall select another
product.


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                  (b) Licensee  shall  maintain  editorial  contacts  within its
industry  and  shall use  reasonable  efforts  to gain  editorial  coverage  for
Products in relevant industry  publications.  Licensee shall not, however,  make
any press or other public communications  regarding LS&CO.,  Dockers(R) brand or
Product plans and strategies, sales or earnings of the Products or the status of
the  relationship  between  LS&CO.  and  Licensee,  without  in each case  first
obtaining LS&CO.'s approval, it being understood that LS&CO. anticipates that it
will coordinate ail major programs to publicize or promote the Products.

         4.8  MARKETING   COORDINATION.   The  senior   executives  of  Licensee
responsible  for  marketing  the Products  shall attend  marketing  coordination
meetings as requested by LS&CO.  These  meetings  shall  include  discussion  of
marketing,  publicity,  promotion,  advertising,  visual  programs,  and  use of
Trademarks,   and   development   of  annual  and  seasonal   marketing   plans.
Representatives  from other licensees of the Trademarks and creative  vendors of
LS&CO. may be present at LS&CO.'s  discretion.  LS&CO.  shall schedule marketing
coordination  meetings upon  reasonable  advance notice and at times  consistent
with market calendars.

         4.9 RESEARCH.  LS&CO. may, at its discretion and sole expense,  perform
research of consumer  reaction to advertising or product  initiatives  involving
Products.  LS&CO.  shall inform Licensee in advance of such research and provide
reasonable  access to its  results;  Licensee  shall  participate,  at  LS&CO.'s
reasonable expense, if asked by LS&CO.

5.       PRODUCT DESIGNS

         Licensee shall not produce or sell any Product  unless LS&CO.  approves
of the design and the  collection  under this Section 5. Licensee  shall produce
two (2) collections  per Annual Period,  for the  Spring/Summer  and Summer/Fall
seasons, and not less than a total of fifty two (52) Styles, of which forty (40)
shall be tops and twelve (12) be bottoms,  for each collection.  For purposes of
this Section 5, a "Style" shall mean an SKU identifying a Product's Style, Model
and Color.  Licensee shall submit to LS&CO., for LS&CO.'s approval in accordance
with the  design  schedule  attached  as  EXHIBIT C, all  proposed  designs  and
collections,  through  vehicles  and  formats  acceptable  to  LS&CO.  If LS&CO.
approves  but  specifies  modifications  in the  designs  or  collections,  then
Licensee  shall  incorporate   those   modifications  in  the  anal  design  and
composition of the collection.  In addition,  LS&CO. may submit proposed designs
to Licensee.  Licensee shall in good faith consider these designs,  and Licensee
and LS&CO.  shall mutually decide whether to pursue and use the proposed design.
LS&CO.  shall  have the sole  right to  determine  which  Trademarks  (and which
combinations,  forms  or  derivatives  of  such  trademarks)  shall  be  used in
connection with each particular Product.

6.       PRODUCTS; QUALITY CONTROL

         6.1  SUBMISSION  OF  SAMPLES.  Licensee  shall  not  market or sell any
Products without first obtaining  LS&CO.'s  approval of the Products through the
process  described  in this  Section 6.  Licensee  shall  submit to  LS&CO.,  at
Licensee's  sole expense,  one Sample of each different Style of a Product prior
to any commercial  production of that Product;  provided,  however, that Samples
for the Spring 2000 season only may be provided as early as possible,  but in no
event later than August 15, 1999. LS&CO. shall pay for any additional Samples it
requests at a price equal to Licensee's  first factory landed cost for the item.
If LS&CO.  rejects a Sample,  whether  on the basis of  Trademark  use,  styles,
designs,  dimensions,  details,  colors,  materials,   workmanship,  quality  or
otherwise,  it shall  give  Licensee  a brief  explanation  of the  reasons  for
disapproval,  and it may make  suggestions  for modifying the  particular  item.
Licensee  shall  promptly  correct  such  Sample and  resubmit  such  Sample for
LS&CO.'s approval through the same process.  "Sample" means prototypes or actual
samples of Products  from which  commercial  production  will be made;  a Sample
shall reflect product attributes  including,  without  limitation,  the type and
quality of materials, colors and workmanship. LS&CO. shall have no obligation to
approve, review or consider any item the submission of which did not comply with
the required  submission  procedure.  Licensee shall either  destroy  Samples or
dispose of them through-methods (for example,  deposit in a sample archive or an
employee sample sale) not involving placement into the marketplace.

         6.2 COMPLIANCE  WITH SAMPLE.  Licensee shall present for sale,  through
the showing of each seasonal collection to the trade,  Products identical in all

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respects  to  approved   Samples.   Licensee  shall  ensure  that  all  Products
manufactured  and sold by Licensee  adhere in all respects  (including,  without
limitation,  use of  Trademarks,  materials,  colors,  workmanship,  dimensions,
styling, detail and quality) to Samples approved by LS&CO. If any Product is, in
the sole  discretion of LS&CO.,  not being  manufactured or sold in adherence to
the Trademark uses, styles, designs,  dimensions,  details,  colors,  materials,
workmanship and qualify embodied in the Samples or otherwise approved by LS&CO.,
LS&CO.  shall notify  Licensee in writing and Licensee  shall  immediately  stop
selling  the  Product,  and  either  (i)  change  the  Product  to so conform as
confirmed  by LS&CO.  or (ii)  dispose of  remaining  inventory  by selling  the
Products as seconds to those Approved Retailers approved under Section 8.3 or by
destroying the Products.

         6.3 WITHDRAWAL OF APPROVAL.  LS&CO.  shall have the right,  in its sole
discretion, to withdraw its approval of that Product, whether or not the Product
is  noncomplying  as contemplated by Section 6.2. Upon receipt of written notice
from LS&CO.  of its decision to withdraw  approval,  Licensee shall  immediately
stop selling the Product as a first quality  in-season  Product and instead sell
the Product as a closeout item only to those Approved  Retailers  approved under
Section  8.3.  Licensee  may,  however,  complete  work in process  and  utilize
materials  on hand  provided  that it  submits  proof of that work in process to
LS&CO.  and sells  those  Products  as  closeouts  to those  Approved  Retailers
approved under Section 8.3.

         6.4 PRODUCTION  LINE.  Licensee shall provide to LS&CO.,  at Licensee's
expense,  one  full  production  line  of the  initial  season's  collection  of
Products,  including each different  Style of a Product.  Licensee shall in even
subsequent  season provide to LS&CO.  one production line of any new or seasonal
Style for that season.  Licensee shall provide to LS&CO.  additional  production
lines or  portions of lines of Products  at  LS&CO.'s  request  upon  payment by
LS&CO.  of an amount  equal to  Licensee's  first  factory  landed  cost for the
Products.

         6.5  SECONDS.  In the case of second  quality  Products,  Licensee,  if
possible given the nature of the Product,  shall remove the Trademarks  from the
Product,   prominently   mark  all  such  Products  with  the  legend  "second,"
"irregular,"  or a red-line,  or cut through the label.  Licensee shall not sell
any Products incorporating any labels or other identification bearing any of the
Trademarks as seconds,  damaged or defective merchandise without first obtaining
LS&CO.'s approval.

         6.6 OTHER PRODUCT  ATTRIBUTES.  Licensee shall ensure that all Products
shall be suitable for their  intended  purposes;  that no injurious,  unlawfully
flammable, poisonous,  deleterious or toxic substances or materials will be used
in or on the Products;  that the Products in normal or foreseeable  use will not
harm the user; and that the Products will be manufactured,  advertised, labeled,
sold and  distributed in compliance with all applicable laws and regulations and
in  accordance  with  LS&CO.  standards  relating  to  flammability,  detachable
hardware and other matters.  Licensee shall not sell or immediately stop selling
any Product that does not meet or is later found not to meet these requirements.

7.       PERSONNEL AND COOPERATION

         7.1  DESIGNATION OF MANAGERIAL  PERSONNEL.  Licensee shall at all times
employ a  senior  manager,  reasonably  satisfactory  to  LS&CO.,  who  shall be
responsible for oversight of the  production,  merchandising,  distribution  and
promotion of the Products. David Roderick shall be the initial manager.

         7.2 DESIGNATION DESIGN PERSONNEL.  Licensee shall at all times employ a
designer,  reasonably  satisfactory  to  LS&CO.,  who shall be  responsible  for
oversight of Product design, direction and development.
David Roderick shall be the initial designer.

         7.3  CONSULTATION.  Licensee  and LS&CO.  shall  make their  respective
personnel,  and shall use  reasonable  efforts to make the  personnel  of any of
their  contractors,  suppliers and other  resources,  available for consultation
with the other party during normal  business  hours.  When  requested by LS&CO.,
Licensee shall make available  senior  executives of Licensee to discuss matters
arising under this Agreement.

         7.4 COMPUTER NETWORK.  Upon LS&CO.'s reasonable request,  Licensee will
enable itself to use and will use, with LS&CO.  and other LS&CO.  licensees,  an


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extranet or other electronic linkage system specified by LS&CO. Licensee will at
its expense  (not to exceed  $5,000 in any Annual  Period)  acquire and maintain
appropriate enabling hardware, software and enhancements.

         7.5 LS&CO.  MANAGEMENT  PERSONNEL.  Upon Licensee's reasonable request,
LS&CO.  will attempt to make key management  personnel and Tour Pro available to
participate  in  Licensee  retailer  visits,  trade  shows,  or similar  events.
Licensee will pay out of pocket expenses incurred by LS&CO., including,  without
limitation,  travel and lodging  expenses,  for those  individuals  requested by
Licensee.

8.       DISTRIBUTION

         8.1  OVERVIEW.   The  retail   distribution  of  products  bearing  the
Trademarks is of critical  importance to LS&CO. It affects the ability of LS&CO.
to,  among other  things,  reach the target  consumers of the  Dockers(R)  brand
maintain the  reputation and integrity of the  Trademarks,  enhance the image of
the  Dockers  brand and  facilitate,  consistency  in product  presentation  and
assortment. Those concerns, and LS&CO.'s commercial need to maintain flexibility
in its  distribution  strategies  and policies,  underlie the provisions of this
Section 8. Accordingly,  Licensee shall market,  sell and distribute Products in
the  Territory in  accordance  with its  provisions.  Retailers  approved  under
Sections 8.2 and 8.3 of this  Agreement  and  identified on EXHIBITS D AND E, as
the case may be, are occasionally referred to as "Approved Retailers."

         8.2 FIRST  QUALITY.  Licensee  may market,  sell and  distribute  first
quality, in season Products only to: (i) the public and/or private golf courses,
resorts, and offcourse golf specialty retailers listed on EXHIBIT D as in effect
at the time and (ii) LS&CO. and its affiliates.  Licensee shall not market, sell
or distribute first quality in season Products to any retailer listed on EXHIBIT
E without LS&CO.'s prior written approval. Licensee acknowledges that LS&CO. may
at its sole  discretion,  during  discussion  of the  Sales  Plan or  otherwise,
determine  that  certain  Products  may be sold  by  Licensee  only to  selected
retailers listed on EXHIBIT D.

         8.3 SECOND  QUALITY.  Licensee may market,  sell and distribute  second
quality and closeout or end of season Products only to: (i) the retailers listed
on EXHIBIT E as in effect at the time, (ii) LS&CO. and its affiliates, and (iii)
no more than ten (10) Approved  Retailers for each Season, a list of which shall
be provided to LS&CO.  and approved as provided  herein prior to sales of second
quality or closeout Products to those Approved Retailers.

         8.4 ADDITIONAL APPROVED RETAILERS;  OFF COURSE GOLF SPECIALTY APPROVAL.
Licensee may add public and/or  private golf courses and resorts to EXHIBIT D in
its sole  discretion;  Licensee shall provide LS&CO.  updated  accounts lists no
later than  January 15 and July 15 of each Annual  Period to reflect the current
distribution.  Licensee may ask LS&CO. at any time to add additional  off-course
golf  specialty  retailers to EXHIBIT D. Licensee  shall give LS&CO. a completed
Account  Approval  Form,  in the form  attached  as EXHIBIT F for each  proposed
additional  off-course golf specialty  retailer and all additional  information,
including without limitation,  interior and exterior  photographs and data about
the  retailer's  customer  base, as LS&CO.  may request.  LS&CO.  may approve or
disapprove the request in its sole discretion.  If LS&CO. approves an additional
retailer, then LS&CO. shall prepare and distribute a new and governing EXHIBIT D
which shall be effective going forward.

         8.5 WITHDRAWAL OF APPROVAL.  LS&CO. may in its sole discretion withdraw
approval of any Approved  Retailer by giving written  notice to Licensee.  After
Licensee's  receipt of such notice,  Licensee may ship  Products to the retailer
for a period of 30 days.  If  Licensee  has  executed  supply  contracts  with a
disapproved  retailer  which require  Licensee to ship beyond 30 days,  Licensee
shall provide  LS&CO.  with a copy of any such contract for LS&CO.'s  consent to
ship  beyond the 30 day period,  and  Licensee  may  fulfill any  non-cancelable
portion of that supply contract or, at LS&CO.'s option,  LS&CO. may pay Licensee
any  cancellation  penalty  amounts due under the supply  contract  and Licensee
shall not fulfill the contract. Licensee recognizes that LS&CO. may from time to
time change its distribution  profile and account  policies,  or take actions in
implementing  and  enforcing  its account  policies,  and that such  actions may
result in withdrawals of approvals.  If LS&CO. withdraws approval of a retailer,
then LS&CO.  shall  prepare and  distribute a new EXHIBIT D or EXHIBIT E, as the
case may be, which shall be effective going forward.


                                       7
<PAGE>

         8.6 ACCOMMODATION SALES; ROYALTY RATES. Licensee may make accommodation
sales or giveaways of Products to its employees.  No royalty shall be due on the
first one  percent (1 %) of Net Sales  which are actual  employee  accommodation
sales or giveaways reported in the Royalty Statement;  Licensee shall pay LS&CO.
a royalty of four percent (4%) on employee sales or giveaways in excess of 1% of
Net Sales. Licensee may make promotional sales to golf pros and golf club staff;
Licensee  shall pay LS&CO.  a royalty of four percent (4%) on such sales,  which
shall be reported in the Royalty Statement.

         8.7 PROHIBITED SALES. Licensee shall not market, sell or distribute any
Products through or to any person or entity except as expressly provided in this
Section 8. For example,  Licensee shall not sell Products (i) to any wholesaler,
jobber or exporter or (ii) directly to consumers except through a Licensee-owned
brick-and-mortar  retail store approved under Section 8.2 or 8.3. Licensee shall
not,  without  LS&CO.'s  prior  approval,  sell any  Products to any third party
(including  an  Approved  Retailer)  which,  directly or  indirectly,  sells or,
Licensee knows or has reason to know,  proposes to sell,  such Products  outside
the Territory,  or sell or proposes to sell Products through the Internet or any
other vehicle  other than an approved  brick-and-mortar  retail store.  Licensee
shall use reasonable efforts to prevent any such resale outside the Territory or
through an unauthorized  vehicle and shall,  immediately  upon receiving  notice
from LS&CO. or otherwise  learning that an Approved Retailer is selling Products
outside the Territory or through an  unauthorized  vehicle,  cease all sales and
deliveries to that Approved Retailer. Nothing contained in this section shall be
construed  to  prohibit  Licensee  from  conducting  wholesale  sales  solely to
Approved  Retailers in the Territory  under this Section 8 through the Internet.
Licensee shall not permit or conduct Internet sales directly to consumers, or to
anyone other than Approved Retailers, without LS&CO.'s advance written approval.

         8.8 SALES TO LS&CO.  Licensee  shall make  available for purchase,  and
shall sell at its customary price and on its customary credit and payment terms,
all lines and Styles of Products,  to LS&CO.  or any  affiliate  of LS&CO.,  for
purposes of sales to employees of LS&CO.  and its affiliates.  LS&CO.  shall not
permit or conduct Internet sales directly to consumers,  or to anyone other than
its employees, without Licensee's advance written approval.

9.       INSPECTION; STATEMENTS AND RECORDS

         9.1 INSPECTION  RIGHTS.  LS&CO.  and its  representatives  may,  during
normal business hours and upon reasonable advance notice, inspect all facilities
used by Licensee and its  contractors,  sublicensees and suppliers in connection
with Licensee's  performance of its obligations  under this Agreement  including
compliance with Section 10. These facilities shall include,  without limitation,
those used for  preparation  of Samples and for  manufacture,  sale,  storage or
distribution  of  Products in the process of  manufacture  and when  offered for
sale.

         9.2  ACCOUNTING  AND AUDIT RIGHTS.  Licensee shall at all times keep an
accurate  account of all  operations and  transactions  within the scope of this
Agreement.  Within 30 days after the end of each quarter, Licensee shall give to
LS&CO.: a statement  presenting (i) a listing of each retailer to which Licensee
sold  Products in such period and the sales to each such retailer in such period
expressed in both units of each Product  sold and  aggregate  Net Sales for each
Product  sold  and  (ii)  aggregate  gross  sales,  aggregate  trade  discounts,
aggregate  merchandise  returns and aggregate Net Sales of all sales of Products
by  product  category.  These  statements  shall be in  sufficient  detail to be
audited  from the  books of the  Licensee  and shall be  certified  by the chief
financial officer of Licensee. No later than 45 days after the end of Licensee's
fiscal year,  Licenses shall give to LS&CO.:  (i) a statement,  certified by the
chief financial officer of License a, showing  aggregate gross sales,  aggregate
trade  discounts,  aggregate  merchandise  returns  and  aggregate  Net Sales of
Products made by Licensee and (ii) copies of Licensee's  audited  balance sheet,
income statement, statement of cash flows and statement of stockholders' equity,
and the  notes to those  statement  as of the year end and for the  twelve-month
period then ended.  During the term of this  Agreement and for a period of three
(3) years after its termination or expiration, LS&CO. or its agents, at LS&CO.'s
sole  expense,  may  inspect  and  audit all the books of  account  of  Licensee
relating to performance  by Licensee of its  obligations  under this  Agreement,
including, without limitation, those relating to computation of Net Sales.


                                       8
<PAGE>

         9.3 RECORDS. Licensee shall provide to LS&CO., in the farm requested by
LS&CO., such information an as LS&CO. may reasonably request with respect to the
manufacture,  distribution  and sale of Products and Licensee's  compliance with
the  provisions of this  Agreement.  Licensee shall retain all books and records
relating to its performance of this Agreement  during the term of this Agreement
and for a period of five years after its termination on or expiration.

10.      ETHICS CODE AND GLOBAL SOURCING AND OPERATING GUIDELINES

         10.1.  LS&CO.  REPUTATION.  LS&CO.  has and is determined to maintain a
world-wide  reputation for ethical business conduct. To that end, LS&CO. adopted
a Code offices and Global  Sourcing and Operating  Guidelines  ("GSOG")  setting
forth  standards of conduct.  It requires  from,  among others,  its  licensees,
including Licensee.  Licensee  acknowledges that its conduct, and the conduct of
any  subcontractor,   must  reflect   positively  on  LS&CO.'s   reputation  and
accordingly agrees to the provisions of this Section 10.

         10.2 CODE OF ETHICS. Licensee represents and warrants that Licensee and
its key officers and managers have read and understand  LS&CO.'s Code of Ethics,
a copy of which is  attached  to this  Agreement  as EXHIBIT G, and agrees  that
Licensee shall, and shall cause its  subcontractors  to, abide by the provisions
thereof (as amended from time to time by LS&CO.) in conducting all aspect of its
operations under this Agreement.

         10.3 GLOBAL SOURCING AND OPERATING GUIDELINES.  Licensee represents and
warrants  that its key officers and managers have read and  understand  the GSOG
attached to this  Agreement as EXHIBIT H, and agrees that  Licensee  shall,  and
shall cause its permitted  sub-contractors  to, comply with the  requirements of
the GSOG at all times.

         10.4  EFFECT  ON  COMPLIANCE   WITH  LAWS.   Licensee  shall  be  fully
responsible  for compliance  with all local laws and  regulations  applicable to
Licensee's operations.  If the requirements of the Code of Ethics or of the GSOG
are stricter than the  requirements of applicable  law, the  requirements of the
Code of Ethics and the GSOG shall control.

         10.5  EFFECT OF  BREACH.  This  Section  10 is of the  essence  of this
Agreement.  Any failure by Licensee or any of its  subcontractors to comply with
the Code of Ethics or any failure by Licensee  or any of its  subcontractors  to
comply with the GSOG shall be grounds for  declaration of an Event of Default by
LS&CO. under Section 20.

11.      INTELLECTUAL PROPERTY MATTERS

         11.1  PERMITTED USE. The license  granted under this Agreement  applies
only  to  the  use  of  the  Trademarks  by  Licensee  in  connection  with  the
manufacture,  advertising,  distribution  and  sale  of  Products  to  retailers
approved under Section 8. Licensee is not authorized to use any other  trademark
of LS&CO.  or any of its  affiliates  or to use of any  Trademarks in connection
with the manufacture and sale of any other products, the sale of Products to any
person or entity  other  than a  retailer  approved  under  Section 8 or for any
purpose other than as expressly provided in this Agreement.

         11.2 RESERVATION OF RIGHTS; OTHER LICENSEES. LS&CO. owns the Trademarks
and any related registrations or applications. Except as specifically, expressly
and exclusively  granted to Licensee under this Agreement,  LS&CO.  reserves all
right,  title and interest in and to the  Trademarks  for its own use or for the
use of  any  other  licensee,  whether  within  or  outside  the  Territory,  in
connection with any and all products and services.  By way of example and not of
limitation, Licensee understands and agrees that: (i) LS&CO. may manufacture, or
authorize third. parties to manufacture, in the Territory, Products for ultimate
sale outside the Territory;  and (ii) LS&CO. may grant licenses to others in the
Territory in connection with items of the type described in EXHIBIT B except for
Products  bearing the  Trademarks  manufactured  and sold to Approved  Retailers
pursuant to the terms of this Agreement.  Licensee  acknowledges that LS&CO. has
granted  licenses to 525 Made in America,  Pacific Trail,  Andrew Marc,  NORTHEM
Cap,  Royce  Hosiery  and  Humphrey's  to  design,  manufacture  and sell in the
Territory products bearing the Trademarks and/or similar  trademarks,  including

                                       9
<PAGE>

sweaters, outerwear, hats, socks and belts, respectively, and that this does not
limit or otherwise  affect either LS&CO.'s or its licensees'  rights under their
agreements.

         11.3 NO  SUBLICENSE.  Licensee  shall not grant to any third  party any
right,  permission,  license  or  sublicense  with  respect to any of the rights
granted under this Agreement.  Licensee may enter into a sublicense agreement or
purchase order  arrangement with a third party with whom Licensee  contracts for
the  manufacture  of Products,  provided that that  sublicense or purchase order
limits use of the  Trademarks  to only those  uses as may be  necessary  for the
manufacture  of Products for Licensee under this  Agreement.  Use of contractors
shall in no way limit or  otherwise  affect  Licensee's  obligations  under this
Agreement;  Licensee shall be responsible for all contractors and shall take all
steps  necessary  to ensure  that  contractors  maintain  the  level of  quality
required under this Agreement and otherwise comply with this Agreement. Licensee
shall ensure that all sundry items and other  materials  bearing the  Trademarks
used by Licensee or any  contractor are used only for purposes of manufacture of
Products,  that Licensee and any contractors take  appropriate  steps to prevent
the loss,  duplication  or improper use of these sundries and materials and that
Licensee  or any  contractor  not use these  sundries  and  materials  in making
products  for  Licensee  other than the Products or for the account of any party
other than Licensee.

         11.4 OTHER USES; NO DERIVATIVES.  Licensee shall not use, or permit any
other  person or entity in its control to use,  the words "Levi  Strauss & Co.,"
"Dockers(R)"  or "Dockers(R)  Golf," any of the  Trademarks or any  combination,
form or  derivative  of a Trademark,  as part of a corporate or division name or
trade name, or in a way that creates the impression that Licensee and LS&CO. are
related  parties.  Licensee  shall not use any Trademarks in such a way so as to
give the  impression  that the  names  "Levi  Strauss & Co.,"  "Dockers(R),"  or
"Dockers(R) Golf," or such Trademarks, or any combination, form or derivative of
a Trademark, is the property of Licensee.  Neither the Products nor any labeling
or packaging shall bear any of Licensee's marks or other identifiers  except for
the  Trademarks  or except as  required  by law,  except as may be  specifically
directed  by LS&CO.  with  respect to  disclosure  of  Trademark  ownership  and
existence  of  the  licensing   relationship  (for  example,  "this  product  is
manufactured under license from Levi Strauss & Co."). Licensee shall not use the
reputation  and  goodwill of the  Trademarks  or LS&CO.  in  connection  with or
otherwise  to  influence  the  sales  or  distribution  of any  other  brand  it
manufactures or sells.

         11.5  NO USE FOR  PUBLICITY.  Unless  expressly  requested  by  LS&CO.,
Licensee  shall  not  manufacture,  sell  or  distribute  Products  for  use for
publicity purposes (other than publicity of Products),  in combination sales (by
way of  example  and not  limitation,  a gift with  purchase),  as  premiums  or
giveaways, or to be disposed of through similar methods of merchandising. LS&CO.
reserves the right to authorize the  manufacture and sale of Products as part of
a combination  sale,  premium or giveaway with  products  (other than  Products)
bearing the LS&CO. name or LS&CO.  trademarks.  These Products,  however,  shall
not: (i) be  substantially  similar to Products  distributed  by the Licensee or
(ii) unreasonably interfere with Licensee's  distribution of Products. If LS&CO.
desires to authorize  the  manufacture  of Products for these  purposes,  LS&CO.
shall  provide  Licensee  notice  and a  first  right  of  negotiation  for  the
manufacturing  work. If LS&CO. and Licensee fail to reach a mutually  acceptable
agreement  within ten days after such notice is given,  LS&CO. may negotiate and
enter  into  an  agreement  with a third  party  for the  manufacture  of  those
Products.

         11.6 RIGHTS TO TRADEMARKS.  Licensee  acknowledges  and agrees that its
use of the  Trademarks  shall at all times be in its  capacity  as a licensee of
LS&CO.,  for the account and benefit of LS&CO.  Uses of the Trademarks shall not
vest in Licensee any title to the  Trademarks or right or  presumptive  right to
continue  use except as provided in this  Agreement.  For  purposes of trademark
registrations, sales by Licensee or LS&CO. shall be considered to have been made
by LS&CO.  Licensee  shall not,  during the term of this  Agreement or after its
expiration or  termination:  (i) attack or question  LS&CO.'s title or rights in
and to the Trademarks in any jurisdiction, or attack or question the validity of
this  license or of the  Trademarks,  or (ii)  contest the fact that  Licensee's
rights  under this  Agreement  (x) are solely  those of a licensee  entitled  to
produce and sell products under contract and (y) terminate  upon-termination  or
expiration of this Agreement.  Licensee  acknowledges  that only LS&CO. may file
and prosecute a trademark  application  or  applications  to register any of the
Trademarks,  and that  registration  decisions may be made by LS&CO. in its sole
discretion.


                                       10
<PAGE>

         11.7  STANDARDS.  Licensee  shall  maintain  the high  standards of the
Trademarks in all marketing, packaging and promotion of the Products. LS&CO. may
issue  uniform  rules  and  regulations  relating  to the  manner  of use of the
Trademarks.  Licensee  shall comply with these rules and  regulations.  Licensee
shall take all  appropriate  actions,  and all actions  reasonably  requested by
LS&CO.,  to  prevent  improper  use  of  the  Trademarks,  in  advertising,  POS
presentations  or otherwise by Approved  Retailers  and any others who come into
possession  of the  Products,  and by  subcontractors,  vendors  and  any  other
entities or persons engaged by Licensee in connection with this Agreement.

         11.8 COUNTERFEITING. Licensee shall, at LS&CO.'s expense and reasonable
request, cooperate in such anti-counterfeiting  measures as undertaken by LS&CO.
from  time to time  and use  reasonable  efforts  to  secure  and  protect  from
counterfeiting  labels,  sundries and other  materials  used in connection  with
manufacturing, packaging and marketing of the Products.

         11.9 DESIGN  OWNERSHIP AND ASSIGNMENT.  LS&CO.  shall own, and Licensee
assigns to LS&CO., all copyright,  patent, trade secret, know-how right, and all
other  right,  title and interest in and to, all designs for  Products,  and all
artwork,  sketches, color cards, color stories, logos, labels, samples and other
materials  depicting  designs  or  Products,  whether  created or  furnished  by
Licensee or by LS&CO.,  including any  modifications or improvements  created by
Licensee or LS&CO. All patent and copyright  registrations in respect of designs
and artwork,  sketches, logos, labels, samples and other materials depicting the
designs,  whether  created or  furnished  by Licensee  or LS&CO.,  shall only be
applied for by LS&CO., at LS&CO.'s discretion and expense, with the applications
designating  LS&CO. as the patent or copyright owner, as the case may be. LS&CO.
may use these designs and other  materials in any manner it desires,  so long as
the use does not conflict with rights granted to Licensee under this  Agreement,
including,  without  limitation,  for  products  in  jurisdictions  outside  the
Territory  and on products  other than  Products in any  jurisdiction.  Licensee
shall  cause  to be  placed  on all  Products  and  packaging,  when  necessary,
appropriate  notices  (reviewed  and approved in advance by LS&CO.)  designating
LS&CO. as the trademark, copyright or design patent owner, as the case may be.

         11.10 DESIGN LICENSE.  LS&CO.  grants to Licensee the exclusive  right'
license and privilege to use the designs  furnished or approved by LS&CO.  under
this Agreement and all related copyrights and design patents,  if any, solely in
connection  with Products sold to Approved  Retailers in the  Territory.  LS&CO.
shall execute and deliver to Licensee all documents and instruments necessary to
document that license.  Licensee shall have no right to use the licensed designs
under  any  other  trademark  or label or for any other  product  without  first
obtaining  the prior  approval of LS&CO.,  including,  without  limitation,  any
unique, signature design element or technical feature for the Products.

         11.11 INFRINGEMENT. Licensee shall promptly notify LS&CO. in writing of
any use it learns of which may be  infringements  or imitations by others of the
Trademarks  on  articles  similar  to  Products,  and of any uses  which  may be
infringements or imitations by others of the related designs, design patents and
copyrights.  LS&CO.  shall have the sole right to  determine  whether or not any
action shall be taken on account of infringements or imitations.  Licensee shall
not institute any suit or take any action unless LS&CO.  in its sole  discretion
authorizes  Licensee  to do so.  Licensee  shall not  attempt  to  register  any
infringing or  confusingly  similar  trademark or corporate  name, and shall use
reasonable  efforts  to  ensure  that no  third  party  infringes  or  registers
confusingly similar trademarks or the LS&CO. corporate name. Licensee shall take
all appropriate  actions,  and all actions  reasonably  requested by LS&CO.,  to
prevent or avoid any misuse of the Trademarks or licensed  designs by any of its
customers, contractors, sublicensees, suppliers or other resources.

         11.12  COOPERATION.  Licensee shall, at LS&CO.'s expense (provided that
LS&CO.  shall not be responsible for the cost of the time and effort expended by
Licensee's   officers  and  employees  in  connection   with   furnishing   such
assistance),  assist and  cooperate  with  LS&CO.  in  securing  and  preserving
LS&CO.'s  rights  in and to the  Trademarks  and in and to the  designs,  design
patents or  copyrights  described  in  Section  11.9.  LS&CO.  may  commence  or
prosecute  any claims or suits in its own name and may join  Licensee as a party
in these proceedings.

                                       11
<PAGE>

12.      DILIGENCE; OTHER RELATIONSHIPS; FIRST RIGHTS OF REFUSAL

         12.1  DILIGENCE.  Licensee  shall  use  its  best  efforts  to  exploit
throughout  the  Territory the license  granted and to maintain the  established
prestige and goodwill of the Trademarks and the reputation,  standards and image
of LS&CO. Licensee shall maintain adequate design,  sourcing,  marketing,  sales
and customer  service  resources,  inventories and  distribution  facilities for
Products  to  ensure  exploitation  of  the  license  and  timely  and  complete
performance of its obligations under this Agreement.

         12.2 OTHER  LICENSES.  Licensee  is a party to, or  presently  plans to
become a party to, certain licenses,  sublicenses or similar arrangements giving
Licensee  the right to  manufacture  or sell  products of the type  described in
EXHIBIT B. Those  arrangements  are  described  on EXHIBIT I. During the term of
this  Agreement,  Licensee shall not,  except as approved by LS&CO.  in its sole
discretion,  become a party to any  additional  license,  sublicense  or similar
agreement  giving Licensee the right to manufacture,  and shall not manufacture,
any  product  of the type  described  in  EXHIBIT  B  bearing  trademarks  of or
otherwise on behalf of Sport Haley, Cutter & Buck, Ashworth,  Greg Norman, Chaps
by Ralph Lauren,  Antigua, or Guess?. In addition,  if Licensee intends to enter
into  any  license  or  sublicense   agreement  giving  Licensee  the  right  to
manufacture  and sell any  product  of the type  described  in EXHIBIT B for any
other entity or person and the product,  in the reasonable judgment of Licensee,
would compete in the  marketplace  with the  Products,  Licensee  shall,  if not
prevented by under a  confidentiality  agreement with the prospective  licenser,
notify  LS&CO.  in writing of its  intention as soon as  practicable,  but in no
event  less than 30 days  prior to  Licensee  executing  or  entering  into that
license or sublicense  agreement.  Licensee shall upon LS&CO.'s  request discuss
the proposed arrangement with LS&CO.

         12.3 FIRST RIGHTS OF REFUSAL.  Licensee  agrees that in connection with
the development of Products  bearing the Trademarks as  contemplated  under this
Agreement, it will offer the first right of refusal to (a) Royce Hosiery for the
design  and  manufacture  of  socks,  and  (b)  Humphrey's  for the  design  and
manufacture of belts and small leather goods.  LS&CO.  shall have no obligations
or  liabilities to Licensee,  Royce Hosiery or Humphrey's  with respect to these
offers or any resulting negotiations.

13.      DEFAULT; TERMINATION

         13.1 EVENT OF DEFAULT.  Each of the following shall constitute an event
of default ("Event of Default"):

              (a)  Licensee  fails to make any payment of  royalties  (including
Guaranteed Minimum Royalties) or other amounts to LS&CO. when due;

              (b) Licensee  files a petition in  bankruptcy,  is  adjudicated  a
bankrupt or files a petition or otherwise  seeks  relief  under any  bankruptcy,
insolvency or reorganization statute or proceeding,  or a petition in bankruptcy
is filed against it and is not dismissed within 60 days, or it becomes insolvent
or makes an assignment for the benefit of its creditors or a custodian, receiver
or trustee is  appointed  for it or a  substantial  portion of its  business  or
assets or admits in writing its inability to pay its debts as they become due;

              (c) Licensee,  after achieving  distribution  and sale of Products
throughout the Territory,  fails for a period of at least two consecutive months
to continue the bona fide distribution and sale of Products;

              (d) Licensee  sells Products to any entity or person other than an
Approved Retailer or other than as provided in Section 8.8;

              (e) Licensee's  second quality and closeout or end of season sales
are greater than 25% of total licensee  manufactured  Product sales (measured in
units) during any Annual Period;

              (f)  Except for the First  Annual  Period,  Licensee  fails in any
Annual Period to achieve enough sales to generate earned royalties under Section
3.2 equal to or exceeding the Guaranteed  Minimum  Royalty  specified in Section
3.1 for that Annual Period;

              (g) Licensee uses the Trademarks in a manner not authorized  under
this Agreement or uses any other trademarks of LS&CO. on Products or otherwise;


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<PAGE>

              (h) Licensee  sells any Products the designs and Samples for which
were not approved by LS&CO.  as provided by Sections 5 and 6 or the approval for
which was withdrawn as provided in Sections 6.2 or 6.3;

              (i) Licensee  commits any breach of its  obligations in respect of
Confidential Information as specified in Section 17;

              (j) Licensee sells Products not meeting product quality  standards
as contemplated by Section 6;

              (k)  Licensee or any of its  subcontractors  commits any breach of
its obligations under Section 10;

              (l)  Licensee   assigns  or  attempts  to  assign  this  Agreement
(including  any  deemed  assignment  resulting  from  a  Change  of  Control  as
contemplated by Section 18) in breach of its obligations under Section 18;

              (m) Any material  representation  or warranty  made by Licensee in
this Agreement is false in any material respect; or

              (n)  Licensee  commits  a  material  breach  of any  of its  other
obligations under this Agreement.

         13.2  EFFECTIVENESS  AND CURE.  If any Event of  Default  specified  in
Sections (a), (b), (c), (d), (e), (f), (g), (h) or (i) occurs,  then LS&CO.  may
immediately  terminate  this  Agreement,  with that  termination  effective upon
delivery  of notice to  Licensee.  If any other Event of Default  occurs,  or if
LS&CO. decides not to terminate immediately the Agreement in respect of an Event
of Default specified in Sections 13(a) - (i), then Licensee, upon written notice
from LS&CO. to Licensee  describing the circumstances  giving rise to that Event
of  Default,  shall  promptly  and at its  expense  cure the Event of Default as
though it never occurred. If Licensee fails to cure such Event of Default within
that 30 day period,  then LS&CO.  may terminate  this Agreement upon delivery to
Licensee of a written  notice to that effect,  with that  termination  effective
upon delivery of notice to Licensee.  It is understood  and agreed that Licensee
shall not have a right to cure if there occurs a second  Event of Default  under
the same subsection of Section 13.1 within two years of a prior Event of Default
that did not,  because  of cure or  otherwise,  result  in  termination  of this
Agreement.

14.      CONSEQUENCES OF TERMINATION

         14.1 OPTION TO PURCHASE.  Licensee shall give LS&CO., no later than ten
days  following  the  termination  of this  Agreement  (including  by  reason of
expiration), a listing of all Products on hand or in process. LS&CO. may conduct
a physical  review of all  finished  and  unfinished  Products  and roll  goods,
labels,  raw materials,  sundries,  embellishments,  packaging,  transparencies,
films and  echtachromes  that are used in connection  with the  manufacture  and
packaging of the Products,  artwork and negatives or  transparencies  previously
used or to be used in  connection  with the designs for the upcoming  season and
prototypes  and  samples  of  the  Products   (collectively,   the  "Termination
Inventory").  LS&CO.  or its  designee  shall  have  the  option  (but  not  the
obligation) in its sole  discretion to purchase from Licensee either or both of:
(i) all or a portion of the excess finished  Products and Samples which have not
been  sold or will not be sold by  Licensee  within  180 days of  expiration  or
termination of the Agreement, and (ii) all or a portion of the other Termination
Inventory. If LS&CO. wishes to make a purchase,  LS&CO. shall notify Licensee of
its or its  designee's  intention  to  exercise  the  option  within  30 days of
delivery after receipt of the Termination  Inventory  listing.  LS&CO. shall pay
Licensee  for any  finished  Products  and  Samples  at a price  equal to actual
manufacturing  cost for those Products and Samples.  LS&CO.  shall pay an amount
equal to Licensee's  book value for any remaining  items other than labeling and
packaging  materials  bearing the  Trademarks,  which Licensee will turn over to
LS&CO.  without  payment by LS&CO.  Licensee  shall at its  expense  deliver the
purchased  items to LS&CO.  within 15 days after  receipt of  LS&CO.'s  exercise
notice,  with LS&CO. to pay the purchase price to Licensee within ten days after
delivery of the  purchased  items.  LS&CO.  shall be entitled to deduct from the
purchase price any amounts owed it by Licensee.


                                       13
<PAGE>

         14.2  DISPOSAL  OF  TERMINATION  INVENTORY.  If LS&CO.  chooses  not to
purchase  all of  the  Products  included  in the  Termination  Inventory,  then
Licensee,  for a period of 90 days after Licensees  physical receipt of Products
in the  Territory,  but in no event to exceed 180 days from the  termination  or
expiration of this  Agreement,  may dispose of Products  which are on hand or in
the  process  of being  manufactured  at the  time of  termination,  to  persons
approved to purchase  Products under Section 8 and otherwise in accordance  with
this  Agreement.  If,  however,  LS&CO.  notifies  Licensee that LS&CO. or a new
licensee is selling Products during that 90 day period, or if the termination is
by reason of an Event of  Default  described  in Section  13.1(h)  or (j),  then
Licensee  shall dispose of Products only to those  Approved  Retailers  approved
under Section 8.3. Licensee shall pay earned royalties on such sales as provided
in Section 3. Licensee  shall have no right to so dispose of Products  unless it
has complied with the provisions of this Section 14.

         14.3 TERMINATION OF LICENSES.  Upon termination of this Agreement,  all
rights granted to Licensee under this Agreement,  including, without limitation,
all license  rights  under  Section  11.10 with  respect to  designs,  artworks,
sketches and other materials,  together with rights to use the Trademarks, shall
automatically  and without  consideration or further action terminate and revert
to LS&CO.  Licensee  shall,  except as required in  connection  with disposal of
Products included in the Termination  Inventory as provided in Section 14.2: (i)
stop and refrain from all use of the Trademarks or any marks specified by LS&CO.
in its sole discretion as being similar to the Trademarks; (ii) stop and refrain
from  further use of any of Product  designs;  and (iii) stop and  refrain  from
manufacturing,  selling or distributing  any products  (whether or not they bear
the Trademarks)  which are similar to, or derived from, the Products or designs,
it being  understood  that nothing in this Section 14.3 shall  prevent  Licensee
from selling styles of golf apparel;  and (iv) dispose of all sundries,  labels,
packaging and other  materials  bearing the  Trademarks in a manner  approved by
LS&CO.

         14.4 PAYMENT OF GUARANTEED  MINIMUM  ROYALTY.  Licensee shall, no later
than 30 days  after  the  effective  date of the  termination,  pay  LS&CO.  any
remaining  installments of the entire Guaranteed Minimum Royalty for the balance
of the quarter in which LS&CO. gave notice of the termination,  and for the next
calendar quarter.

         14.5  CERTAIN  EVENTS.  No  assignee  for  the  benefit  of  creditors,
custodian,  receiver, trustee in bankruptcy, sheriff or any other officer of the
court or official charged with  responsibility  for taking custody of Licensee's
assets or business  may  continue  this  Agreement  or exploit or use any of the
Trademarks  following the  termination of this  Agreement.  Notwithstanding  the
provisions  of Sections 13 and 18, if,  under the  bankruptcy  code or successor
similar law, a trustee in bankruptcy,  of Licensee,  or Licensee,  as debtor, is
permitted  to assume  this  Agreement  and does so and,  thereafter,  desires to
assign this Agreement to a third party in accordance  with the bankruptcy  code,
the trustee or  Licensee,  as the case may be (in either  case,  the  "Debtor"),
shall  notify  Licensor.  The notice  shall set out the name and  address of the
proposed assignee,  the proposed  consideration for the assignment and all other
relevant  data about the  proposed  assignment.  The giving of this notice shall
constitute the grant to LS&CO.  of an option to have this Agreement  assigned to
LS&CO. or to LS&CO.'s designee for the consideration, or its equivalent in money
and upon the terms specified in the notice . The option may be exercised only by
notice  given by LS&CO.  to the  Debtor  no later  than 30 days  after  LS&CO.'s
receipt  of the  notice  from the  Debtor  unless a  shorter  period  is  deemed
appropriate  by the  court in the  bankruptcy  proceeding.  If  LS&CO.  does not
exercise  its  option  in a timely  manner  then the  Debtor  may  complete  the
assignment,  but only if the assignment is to the entity named in the notice and
for the  consideration  and upon the terms  specified in the notice.  Nothing in
this Section  14.5 is intended to impair any rights  which LS&CO.  may have as a
creditor in the bankruptcy proceeding.

         14.6 TRANSITION COOPERATION;  OTHER LICENSES.  Licensee shall cooperate
with  LS&CO.  during the  transition  period  following  a  termination  of this
Agreement, including, for example, signing any documents reasonably requested by
LS&CO. to accomplish or confirm the outcome outcomes (for example, reversions or
assignment of license or other intellectual  property,  rights)  contemplated by
Section  14. The right of  licensee to sell items of  Termination  inventory  is
non-exclusive  and  shall  not  limit  LS&CO.'s  rights  to sell  such  items of
Termination Inventory or to enter into other licenses or transactions.


                                       14
<PAGE>

         14.7     REMEDIES; OTHER LICENSES; NO OTHER OBLIGATIONS

                  (a)  Notwithstanding  any other  provision  of this  Agreement
(including,  without  limitation,  Section 13), LS&CO. shall have all the rights
and  remedies  which it may have,  at law or in  equally,  with  respect  to the
termination of this Agreement,  the collection of royalties or other; or amounts
payable by Licensee under this Agreement, the enforcement of all rights relating
to the  establishment,  maintenance  or  protection  of the  Trademarks  and the
designers  created  or used  under  this  Agreement  or in respect of damages or
equitable  relief in connection  with breach of this  Agreement by Licensee,  it
being  understood that  termination  under Section 13 shall not be considered an
exclusive  remedy or in any way limit  LS&CO.  from  enforcing  other  rights or
remedies,  and that all  decisions  under,  Section 13 by LS&CO.  may be made by
LS&CO. in its sole discretion.

                  (b) Licensee shall under no circumstance be entitled, directly
or  indirectly,  to any form of  compensation  or  indemnity  from  LS&CO.  as a
consequence  of the  termination or expiration of this Agreement for any reason,
including,  without  limitation,  the circumstances  contemplated by Section 13.
Licensee  waives any claims it may have against LS&CO.  arising from any alleged
goodwill  created by Licensee for the benefit of Licensee or LS&CO.  or from the
alleged creation or increase of a market for Products or other items bearing the
Trademarks.

                  (c)   Notwithstanding   anything  to  the   contrary  in  this
Agreement,  LS&CO. shall have the; right,  exercisable at any time, to negotiate
and enter into  agreements with third parties under which it may grant a license
to use the Trademarks in connection, with the manufacture, distribution and sale
of Products in the Territory,  or to enter into whatever other  transactions  it
desires for the use of the Trademarks on Products  without any obligation of any
kind to Licensee,  if under such  agreement  the products will be sold after the
date of expiration or termination  of the  Agreement.  Nothing in this Agreement
shall be construed to prevent any such third party  licensee  from showing these
products and  accepting  orders prior to the  termination  or expiration of this
Agreement.

                  (d) It is understood and agreed that: (i) neither Licensee nor
LS&CO.  shall be, as a result of entry into or performance  under this Agreement
obligated to renew or extend this  Agreement  (other than as provided by Section
2.2) or business  relationship in any respect,  or to negotiate any such renewal
or extension, or, on the part of LS&CO., to offer a "first right of negotiation"
or "right of  refusal"  for a renewed or new  license;  (ii)  subject to Section
12.2,  Licensee  shall be free to  engage  in  negotiations  and to  enter  into
agreements  with  other  licensers  or  otherwise   committing   Product-devoted
resources,  to commence  upon  expiration of this  Agreement;  and (iii) neither
Licensee nor LS&CO.  shall have any right to compensatory,  consequential,  lost
profits,  punitive  or other  damages  of any  other  nature,  or to  obtain  an
injunction,  specific performance or other equitable remedy,  whether to prevent
LS&CO. or Licensee,  as the case may be, from entering into another agreement or
otherwise,  should  LS&CO.  or  Licensee,  as the case may be,  (a)  decline  to
negotiate or enter into a renewal or extension of this agreement  (other than as
provided by Section 2.2) or (b) enter into a new agreement with a third party.

15.      INDEMNITY

         15.1  LS&CO.  INDEMNITY.  Except for  matters as to which  Licensee  is
required to indemnify LS&CO. under Section 15.2, LS&CO. shall indemnify and hold
harmless Licensee and its affiliates,  directors, officers, employees and agents
against any and all  liability,  claims,  causes of action,  suits,  damages and
expenses  (including  reasonable  attorneys'  fees and  expenses  in disputes or
proceedings  involving  third  parties or between  LS&CO.  and  Licensee)  which
Licensee  is or becomes  liable  for,  or may incur  solely by reason of its use
within  the  Territory,  in  accordance  with the terms and  conditions  of this
Agreement,  of the Trademarks or the designs furnished to Licensee by LS&CO., to
the  extent  that  such  liability  arises  through  infringement  of  another's
trademark  rights or in connection  with LS&CO.'s  performance of this Agreement
(collectively,  an "LS&CO.  Indemnified Claim"). If any LS&CO. Indemnified Claim
shall be brought or asserted against Licensee in respect of-which  indemnity may
be sought from LS&CO.  under this Section 15.1,  Licensee shall notify LS&CO. in
writing  not later than the  earlier of ten days  before a response is due or 30
days after Licensee receives notice of the LS&CO.  Indemnified Claim, and LS&CO.
shall assume and direct the defense  thereof.  A failure or delay by Licensee in
giving this notice shall not reduce or otherwise affect LS&CO.'s indemnification
obligations except to the extent that the failure or delay shall have materially

                                       15
<PAGE>

prejudiced LS&CO.'s ability to defend or settle the Indemnified Claim.  Licensee
may, at its own  expense,  be  represented  by its own counsel in such action or
proceeding.

         15.2  LICENSEE  INDEMNITY.  Except for  matters as to which  LS&CO.  is
required to indemnify  Licensee  under  Section  15.1,  Licensee  shall  defend,
indemnify  and save and hold LS&CO.  and its  affiliates,  directors,  officers,
employees and agents harmless of and from any and all liability,  claims, causes
of action,  suits, damages and expenses (including reasonable attorneys fees and
expenses in disputes or  proceedings  involving  third parties or between LS&CO.
and Licensee), which it is, or becomes liable for, or may incur, or be compelled
to pay by reason of any acts,  whether of  omission or  commission,  that may be
committed or suffered by Licensee or any of its servants, agents or employees in
connection with  Licensee's  performance of this  Agreement,  including  without
limitation,   Licensee's  use  of  Licensee's  own  designs,   advertising   and
promotional  material  used by Licensee,  manufacture,  sale and consumer use of
Products or otherwise in connection with Licensee's business, whether that claim
based on laws relating to product liability, consumer protection,  environmental
protection,  tort, contract,  trademark,  patent, copyright,  trade secret, tax,
employment,  advertising,  customs  or any other law or basis  (collectively,  a
"Licensee  Indemnified  Claim").  If any  Licensee  Indemnified  Claim  shall be
brought or asserted  against LS&CO.  in respect of which indemnity may be sought
from Licensee under this Section 15.2,  LS&CO.  shall notify Licensee in writing
not later than the earlier of ten days before a response is due or 30 days after
LS&CO.  receives notice of the Licensee Indemnified Claim. A failure or delay by
LS&CO.  in giving this notice  shall not reduce or otherwise  affect  Licensee's
indemnification  obligations,  except to the  extent  that the  failure or delay
shall  have  materially  prejudiced  Licensee's  ability to defend or settle the
claim. LS&CO. may, at its own expense, be represented by its own counsel in such
action or proceeding.

16.      INSURANCE

         16.1 REQUIRED COVERAGE.  Licensee shall maintain,  at its sole expense,
the following  insurance  coverage,  with a financially  sound insurance company
having an A.M. Best Rating of A or better, throughout the term of this Agreement
and, with respect to the coverage  described in (ii) below,  for a period of two
(2) years  after its  expiration  or  termination:  (i)  worker's  compensation,
occupational  disease,  employer's  liability  (with  limits of not less than $1
million for bodily injury by accident for each  accident,  $1 million for bodily
injury by disease for each  employee  and a $1 million  policy  limit for bodily
injury by disease),  disability  benefit and other  similar  insurance  required
under the laws of the state  that apply to the  activities  to be  performed  by
Licensee under this  Agreement;  (ii}  commercial  general  liability  insurance
including products liability, blanket contractual liability, personal injury and
advertising  liability  coverage with a combined  single limit of $1 million per
occurrence  for  bodily  injury,  including  death and  property  damage;  (iii)
comprehensive  automotive  liability  insurance  for both  owned  and  non-owned
vehicles used by Licensee either on or away from premises with a combined single
limit of $1 million  per  occurrence  for  bodily  injury,  including  death and
property damage; and (iv) umbrella excess liability  insurance,  with a combined
single limit of $2 million per occurrence for bodily injury, including death and
property damage.

         16.2 LS&CO. AS ADDITIONAL  INSURED.  Licensee shall ensure that LS&CO.,
and its directors,  officers,  employees,  agents and assigns, shall be named as
additional  insureds  with  respect to the  insurance  described  in clause (ii)
through (iv) of Section 16.1. Licensee shall, within ten days after execution of
this  Agreement,  deliver to LS&CO.  a certificate  of such  insurance  from the
insurance  carriers,  describing  the  scope  of  coverage  and  the  limits  of
liability,  naming  the  additional  insureds  required  by this  Section 16 and
providing  that the policy may not be  canceled  or amended  without at least 30
days prior written notice to LS&CO.

17.      CONFIDENTIAL INFORMATION

         17.1  CONFIDENTIAL  INFORMATION.  Except as otherwise  provided in this
Agreement,  all information disclosed by one of the parties (the "Discloser") to
the other party (the  "Recipient")  is  considered  confidential  and: (i) shall
remain  the  exclusive  property  of the  Discloser;  (ii)  shall be used by the
Recipient only in connection  with its  performance  under this  Agreement;  and
(iii) shall be  maintained  in  confidence  by  Recipient  as  described in this
Section 17.  "Confidential  Information"  means any formula,  pattern,  program,
method,  marketing  programs,  profitability,   corporate  strategy,  technique,
process,  design, sketch, color card, color story, artwork,  material,  business

                                       16
<PAGE>

plan,  customer  or  personnel  list,  or  financial   statement.   Confidential
Information  shall  include,   without  limitation,   information  disclosed  in
connection with this Agreement,  but shall not include  information that: (i) is
now or  subsequently  becomes  generally  available  to the  public  through  no
wrongful act or omission of Recipient;  (ii)  Recipient can  demonstrate to have
had rightfully in its possession  prior to disclosure to Recipient by Discloser;
(iii)  is  independently   developed  by  Recipient  without  use,  directly  or
indirectly,  of any  Confidential  Information;  or  (iv)  Recipient  rightfully
obtains from a third party who has the right to transfer or disclose it.

         17.2  LIMITS  ON USE AND  DISCLOSURE.  Except as  contemplated  by this
Agreement or as specifically  authorized by Discloser in writing,  and except as
required by law,  Recipient shall not reproduce,  use,  distribute,  disclose or
otherwise disseminate Confidential  Information.  Upon expiration or termination
of this Agreement or upon request by Discloser, Recipient shall promptly deliver
to  Discloser  all  Confidential  Information  (including  copies)  then  in its
custody,  control or  possession,  and shall deliver within five days after such
termination or request a written  statement to Discloser  certifying  compliance
with this Section 17.2.

         17.3 ACCESS. Licensee and LS&CO. shall use reasonable efforts to ensure
that access to  Confidential  Information is limited to those employees or other
authorized  representatives  of  Recipient  who need to know  such  Confidential
Information in connection with their work related to this  Agreement.  Recipient
shall  use   reasonable   efforts  to  inform  such   employees  or   authorized
representatives of the confidential nature of Confidential Information.

         17.4  CONFIDENTIALITY  OF  AGREEMENT.  Except as may be required  under
applicable  securities  law and stock exchange  regulations,  Licensee shall not
issue any press release or other public announcements relating to this Agreement
in any respect or to the  business  relationship  between  LS&CO.  and  Licensee
without first obtaining the approval of LS&CO.

18.      ASSIGNMENT; CHANGE OF CONTROL OF LICENSEE

         18.1 LICENSOR  ASSIGNMENT.  Nothing in this Agreement  limits  LS&CO.'s
ability to sell or  otherwise  transfer  the  Trademarks  to a third party or to
engage in any merger,  consolidation,  sale of assets,  reorganization,  sale of
stock or other transaction. LS&CO. may assign its rights and delegate its duties
under  this  Agreement  as  it  sees  fit,  including,  without  limitation,  in
connection with such a transaction.

         18.2 LICENSEE  ASSIGNMENT.  The rights granted to Licensee are personal
in nature.  Licensee may not assign this  Agreement or any rights  granted under
this Agreement, or delegate any of its obligations under this Agreement, without
first  obtaining the approval of LS&CO.  Any such  assignment  without the prior
approval of LS&CO. shall be null and void and of no force or effect. Any "Change
of Control" (as defined in this Section 18.2) of Licensee shall be considered an
assignment of this  Agreement by Licensee.  "Change of Control"  means:  (i) any
consolidation  or merger of Licensee in which  Licensee or its parent is not the
continuing or surviving  corporation or after which the shareholders of Licensee
or the date  hereof  cease to hold at least 50% or more of the  combined  voting
power of  Licensee,  (ii) any sale of all or  substantially  all the  assets  of
Licensee to any person,  entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities  Exchange Act of 1934) (the "Exchange  Act") other
than a then existing  shareholder  or group of  shareholders  of Licensee or its
parent  owning 75% or more of the  combined  voting power of  Licensee's  or its
parent's then outstanding  securities or (iii) any person,  as that term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act, who becomes or is discovered
to be a beneficial  owner (as defined in Rule 13d-3 under the Exchange Act as in
effect on the date of this  Agreement)  directly or  indirectly of securities of
Licensee  representing  50% or more of the combined  voting power of  Licensee's
then outstanding  securities on a fully  converted,  fully diluted basis (unless
that person is already such a beneficial  owner on the date of this  Agreement).
Licensee  shall notify LS&CO.  of any Change in Control  within three days after
its occurrence.  If the prior approval of LS&CO. is not obtained with respect to
any  Change of  Control  of  Licensee,  LS&CO.  shall be  entitled,  in its sole
discretion,  to  terminate  this  Agreement at any time during the 90 day period
after the date upon which LS&CO.  receives from Licensee notice of the Change in
Control or otherwise learns of the Change in Control.


                                       17
<PAGE>

19.      APPROVALS

         This  Agreement  contains a number of provisions in which Licensee must
obtain LS&CO.'s approval of a particular item or matter.  All requests for these
approvals must be made in writing by Licensee. Unless otherwise expressly stated
in the relevant  provision,  approval  procedures  shall be as described in this
Section 19. All  approvals  or  disapprovals  may be made by LS&CO.  in its sole
discretion and must be  communicated by LS&CO.  in writing.  If LS&CO.  fails to
affirmatively  approve or  disapprove  of an item or matter within ten (10) days
after submittal to LS&CO., then Licensee shall contact LS&CO. and confirm LS&CO.
receipt.  Any request for which affirmative approval or disapproval is not given
by LS&CO.  within three (3) days after  confirmed  receipt  shall be  considered
approved.  LS&CO.  shall  have no  obligation  to review  items or  matters  the
submission  of which  did not  comply  with  this  submission  procedure.  It is
understood and agreed that LS&CO.'s  approval  decisions  under Sections 4, 5, 6
and 8 of this Agreement may be based solely upon LS&CO.'s  subjective  standards
as to aesthetics  and image based upon its  requirements  for and the reputation
and prestige of products bearing the Trademarks, retail distribution of products
bearing the Trademarks and its commercial judgment  generally.  It is understood
that Product quality, style of packaging, shipping, customer service, promotion,
selling  tools,  creation  and  introduction  of new  products  and  service and
presentation at retail all may bear upon "image" as contemplated by this Section
19.

20.       DISPUTE RESOLUTION

         20.1  DEFINITIONAL  DISPUTES.   Licensee  recognizes  that  LS&CO.  has
granted,  and may in the  future  grant,  licenses  to other  parties to use the
Trademarks or one or more of LS&CO.'s  other  trademarks in connection  with the
manufacture,  promotion  and sale of apparel,  accessories  or other  items.  If
Licensee or the licensee under any other such license notifies LS&CO. of what it
believes is an existing or potential  conflict in the  definition of merchandise
covered  by, or the  rights of the  licensee  under,  their  respective  license
agreements,  LS&CO.  shall  consider and resolve the issue by giving each of the
affected  parties a written notice of its decision.  LS&CO.'s  decision shall be
final and binding upon Licensee. In addition,  Licensee acknowledges that due to
the nature of the  marketplace,  the definition of Products may change over time
or may not be amenable  to precise  delineation,  whether or not there  exists a
potentially  conflicting  second  license.  Licensee  agrees  that if there is a
dispute with LS&CO.  regarding  the  definition of Products,  LS&CO.  shall have
authority to resolve the dispute in its sole discretion;  that decision shall be
final and binding upon Licensee.

         20.2 MEDIATION.  If there is any controversy,  dispute or claim arising
out of or  relating  to  interpretation  or  breach  of this  Agreement  (except
controversies,  disputes  or  claims  relating  to or  affecting  in any way the
ownership of or the validity of the  Trademarks or any related  registration  or
application  for  registration,  or fraud by either  party),  then  Licensee and
LS&CO.  promptly  shall try to settle  it. If the  dispute  cannot be  resolved,
Licensee and LS&CO.  promptly shall initiate and participate in mediation of the
dispute,  with a mediator to be selected jointly by Licensee and LS&CO.,  or, if
they cannot  agree upon a mediator,  by the Regional  Vice  President of the San
Francisco-based  division of the American Arbitration  Association  "AAA-SF") or
his or her  designee.  If the  dispute is not  resolved  within  five days after
completion of mediation,  then Licensee and LS&CO.  promptly  shall submit it to
binding arbitration as provided in Section 20.3.

         20.3 AGREEMENT TO ARBITRATE.  The arbitration shall be conducted in San
Francisco or other location mutually chosen by Licensee and LS&CO. in accordance
with  the  then  existing  Rules  of  Commercial  Arbitration  of  the  American
Arbitration  Association ("AAA"). There shall be a single arbitrator,  who shall
be selected in accordance  with the  procedures of the AAA. He or she shall be a
retired or former judge of any federal court  appointed under Article III of the
United States Constitution who presided in a court located in the state in which
the  arbitration is conducted,  or a retired or former judge of a trial court of
general  jurisdiction or a higher court of the state in which the arbitration is
conducted.  Judgment upon any award rendered by the arbitrator may be entered by
any State or Federal  court  having  jurisdiction.  Any  controversy  concerning
whether  a  dispute  is  an  arbitrable  dispute  shall  be  determined  by  the
arbitrator.  Licensee  and LS&CO.  intend that this  agreement  to  arbitrate be
valid, specifically enforceable and irrevocable.  The designation of a site or a
governing  law for this  Agreement  or the  arbitration  shall  not be deemed an
election to preclude  application of the Federal Arbitration Act, if it would be
applicable.  The  decision of the  arbitrator  shall be binding and shall not be
subject to judicial review.


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<PAGE>

         20.4  INJUNCTIVE  RELIEF;  OTHER  ACTIONS.  Notwithstanding  the  other
provisions of this Section 20, both  Licensee and LS&CO.  may request a court of
competent  jurisdiction to grant  provisional  injunctive  relief solely for the
purpose of maintaining the status quo until an arbitrator can render an award on
the  matter  in  question  and the  award  can be  confirmed  by a court  having
jurisdiction. It is understood and agreed that LS&CO. may seek injunctive relief
in matters  involving  use of the  Trademarks or other  trademarks of LS&CO.  or
disclosure of confidential information. It is further understood and agreed that
nothing in Sections  20.1,  20.2,  20.3 or 20.4 shall in any way limit  LS&CO.'s
rights under  Sections 13 and t4 to terminate the Agreement  upon the occurrence
of an Event of Default.

         20.5 EXPENSES.  The arbitrator  shall award to the prevailing  party in
any  arbitration,  and the court shall include in its judgment,  if any, for the
prevailing  party in any claim  arising  under this  Agreement,  the  prevailing
party's  costs and  expenses  (including,  without  limitation,  expert  witness
expenses  and  reasonable   attorneys'  fees  and  expenses  for  mediation)  of
investigating,  preparing and presenting  such claim or cause of action.  LS&CO.
and  Licensee  shall each bear their own expenses  incurred in a mediation  that
does not result in arbitration.

21.      BROKERS

         Each of LS&CO.  and Licensee  represents and warrants to the other that
it has not employed or dealt with any broker or finder in  connection  with this
Agreement or the transactions contemplated by this Agreement. Each of LS&CO. and
Licensee  agrees to  indemnify  the other and hold it harmless  from any and all
liabilities  (including,  without  limitation,  reasonable  attorneys'  fees and
disbursements  paid or incurred in connection  with those  liabilities)  for any
brokerage  commissions or finders' fees in connection with this Agreement or the
transactions  contemplated by this Agreement  insofar as those liabilities shall
be based on any arrangements or agreements made by or purported or alleged to be
made by, it or on its behalf.

22.      TAXES

         Both parties  shall pay, at the time and in the manner  provided for in
any applicable legislation, all of their respectively owed income or other taxes
of whatever nature,  to-tether with any related  liabilities  including interest
and penalties imposed by the United States or by a state or municipal government
or  by  any  taxation  authority  thereof,  payable  on  or in  respect  of  its
manufacture,  sale or  distribution  of Products or otherwise in connection with
exercise of its rights and performance of its obligations  under this Agreement.
Unless  otherwise  specifically  provided in this Agreement,  both parties shall
promptly pay all of their respectively owed taxes (whether income,  documentary,
sales, stamp,  registration,  issue,  capital,  property,  excise or otherwise),
levies, imposts, duties, fees, charges, deductions, withholding, restrictions or
conditions  or any  penalties,  interest  or  additions  thereto  or any  nature
whatsoever imposed, levied,  collected,  assessed or withheld by and perform all
obligations  imposed by the United States or by a state or municipal  government
or any taxation  authority  thereof in connection with the manufacture,  sale or
distribution  of Products or otherwise in connection with exercise of its rights
and performance of its obligations under this Agreement.

23.      REPRESENTATIONS AND WARRANTIES

         23.1 BY LS&CO.  LS&CO.  represents  and warrants to Licensee  that: (i)
LS&CO. holds various U.S. registrations for, and/or common law rights in and to,
the Trademarks;  (ii) LS&CO. has full legal right,  power and authority to grant
the license described in Section 1, to enter into this Agreement, to perform all
of  its  obligations   under  this  Agreement  and  to  consummate  all  of  the
transactions contemplated by this Agreement;  (iii) this Agreement has been duly
executed and delivered by LS&CO.  and constitutes  the legal,  valid and binding
obligation of LS&CO.,  enforceable  against it in accordance with its terms; and
(iv) LS&CO.  is not a party to, subject to or bound by any agreement,  contract,
license,  indenture,  law, regulation or commitment of any kind or any judgment,
order,  writ,   prohibition,   injunction  or  decree  of  any  court  or  other
governmental body that would prevent,  or that would be breached or violated by,
the  execution  and  delivery  of  this  Agreement  or the  consummation  of the
transactions contemplated by this Agreement.


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<PAGE>

         23.2 BY LICENSEE.  Licensee represents and warrants to LS&CO. that: (i)
Licensee has full legal right, power and authority to enter into this Agreement,
to perform all of its  obligations  under the Agreement and to consummate all of
the  transactions  contemplated by this Agreement;  (ii) this Agreement has been
duly executed and  delivered by Licensee and  constitutes  the legal,  valid and
binding  obligation of Licensee,  enforceable  against it in accordance with its
terms;  (iii)  Licensee is not a party to, subject to or bound by any agreement,
contract,  license,  indenture, law, regulation or commitment of any kind or any
judgment,  order, writ, prohibition,  injunction or decree of any court or other
governmental body that would prevent,  or that would be breached or violated by,
the  execution  and  delivery  of  this  Agreement  or the  consummation  of the
transactions contemplated by this Agreement; (iv) except as described in EXHIBIT
I, Licensee is not a party to any license,  sublicense  or similar  agreement or
arrangement  giving Licensee the right to manufacture or sell any product of the
type  described  in EXHIBIT  B; and (v)  neither  the  accurate  and  continuous
operation  of  the  facilities,   equipment,   hardware  and  software   systems
(collectively,  the  "Infrastructure")  that Licensee will use in its activities
under this Agreement nor Licensee's design,  manufacture,  marketing and sale of
Products will be impaired or otherwise adversely affected because of "Year 2000"
problems  affecting the  Infrastructure or any contractors or other vendors upon
which Licensee will materially rely upon in its performance.

         23.3 NO OTHER  REPRESENTATIONS  AND  WARRANTIES.  Licensee  and  LS&CO.
recognize  that  there  are  many  uncertainties  in the  business  of  Licensee
contemplated by this Agreement.  Licensee and LS&CO.  agree and acknowledge that
other  than  those  representations   expressly  made  in  this  Agreement,   no
representations,  warranties,  commitments  or  guarantees of any kind have been
made to either party by the other, or by anyone acting on its behalf, including,
without limitation,  representations concerning the value of the Products or the
prospects for the level of their sales or profits. Licensee and LS&CO. each have
made its own independent  business evaluation in deciding to license Licensee to
manufacture  and  distribute  the  Products  on  the  terms  described  in  this
Agreement.

24.      GENERAL PROVISIONS

         24.1  NOTICE.  All  notices,  approvals  requests,  consents  and other
communications  under this Agreement shall be in writing and shall be considered
properly  given or sent:  (i) on the date when the notice,  request,  consent or
communication is personally delivered and acknowledged; or (ii) on the date when
sent by  confirmed  facsimile  if a business  day or on the first  business  day
following  if not;  or (iii)  five  days  after  transmission  by  certified  or
registered mail; or (iv) the first business day after  transmission by overnight
courier delivery, as follows:

         if to LS&CO.:

         Director of Licensing
         Levi Strauss & Co.
         1155 Battery Street
         San Francisco, CA 94111

         with copy to:

         General Counsel/Trademark Licensing
         Levi Strauss & Co.
         1155 Battery Street
         San Francisco, CA 94111

         If to Licensee:

         David Roderick
         Avid Sportswear, Inc.
         19143 S. Hamilton Avenue
         Gardena, CA  90248


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<PAGE>

         With a copy to:

         Jeffrey A. Abrams
         Dann Pecar Newman & Kleiman, P.C.
         One American Square
         Suite 2300, Box 82008
         Indianapolis, IN  46282


These  addresses  may be changed by  delivery  of a notice to that effect to the
other party.

         24.2  RELATIONSHIP  OF THE PARTIES.  Licensee  and LS&CO.  are and will
remain independent commercial contracting parties; the arrangements contemplated
by this  Agreement will not create a  partnership,  joint  venture,  employment,
fiduciary  or  similar  relationship  for any  purpose.  This  Agreement  is not
intended to and does not create any direct  relationship  between LS&CO. and any
employee,  contractor,  subcontractor  or other  person in a  relationship  with
Licensee.  Neither Licensee nor LS&CO.  shall have the power to obligate or bind
the other to a third party or  commitment  in any manner  whatsoever,  except as
expressly  provided  in  Section  15 of  this  Agreement.  LS&CO.  shall  not be
responsible,  to  Licensee  or to any  person,  in any way for wages,  benefits,
compensation,  taxes or any other  liability  in respect of persons  employed or
retained by Licensee in connection  with  performance of its  obligations  under
this Agreement or otherwise.  LS&CO. shall not be responsible,  to Licensee,  to
Licensee's  landlord or to any other person,  in any way for lease  obligations,
environmental compliance, personal injuries or otherwise in respect of Showroom,
sales office, manufacturing facility,  distribution facility or other space used
by  Licensee  in  connection  with  performance  of its  obligations  under this
Agreement or otherwise.

         24.3 COMPLIANCE WITH LAWS.  Licensee shall comply with all laws, rules,
regulations and requirements of any governmental body which may be applicable to
the manufacture, distribution, sale or promotion of Products or otherwise to the
performance of its obligations under this Agreement.

         24.4 ENTIRE AGREEMENT;  MODIFICATIONS.  This Agreement and its exhibits
contain the entire agreement  between LS&CO. and Licensee,  represent the final,
complete and  exclusive  statement of LS&CO.  and Licensee and supersede any and
all  prior  or  contemporaneous  agreements,  communications,   arrangements  or
understandings  between  LS&CO.  and Licensee,  including,  without  limitation,
letter of intent.  This  Agreement may not be explained or  supplemented  by any
course of dealings  between  LS&CO.  and Licensee or by usage or trade and shall
not be considered  modified by provisions  contained in other documents prepared
by LS&CO. and Licensee including, without limitation,  royalty statements, Sales
Plans,  retailer  approvals and the like. This Agreement may be modified only as
stated in and by a writing  signed by both  LS&CO.  and  Licensee  which  refers
specifically to this Agreement and states that it is amending this Agreement.

         24.5 REMEDIES.  All rights and remedies  provided for in this Agreement
shall be cumulative and in addition to any other rights or remedies  LS&CO.  and
Licensee may have at law or in equity. LS&CO. and Licensee may employ any of the
remedies  available to it with respect to any of its rights without prejudice to
the use by it in the future of any other remedy. Except as expressly provided in
Section 15 of this Agreement,  no person, other than LS&CO. and Licensee,  shall
have any rights under this  Agreement,  it being  understood that the respective
affiliates, directors, officers, employees and agents of each of them are direct
and intended  beneficiaries of  indemnification  promises as provided in Section
15. Licensee's obligation to pay royalties shall be absolute notwithstanding any
claim Licensee may assert against LS&CO. Licensee may not set off, compensate or
make any deduction from any royalty payment for any reason whatsoever.

         24.6 SUBMISSION TO  JURISDICTION.  LS&CO.  AND LICENSEE  CONSENT TO THE
JURISDICTION  OF  ANY  STATE  OR  FEDERAL  COURT  LOCATE  WITHIN  THE  STATE  OF
CALIFORNIA,  AND IRREVOCABLY  AGREE THAT ALL ACTIONS OR PROCEEDINGS  RELATING TO
THIS  AGREEMENT  OR ANY  RELATED  MATTER,  OTHER THAN ANY  ACTION OR  PROCEEDING
REQUIRED BY SECTION 20 TO BE SUBMITTED TO MEDIATION  AND  ARBITRATION,  SHALL BE
LITIGATED IN THOSE COURTS. LS&CO. AND LICENSEE EACH WAIVE ANY OBJECTION WHICH IT
MAY HAVE BASED ON IMPROPER  VENUE OR FORUM NON  CONVENIENS TO THE CONDUCT OF ANY

                                       21
<PAGE>

SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND WAIVES  PERSONAL  SERVICE OF ANY
AND ALL PROCESS  UPON IT, AND  CONSENTS TO SERVICE OF PROCESS MADE IN THE MANNER
DESCRIBED IN SECTION 24.1.  Nothing  contained in this Section 24.6 shall affect
the right of either  LS&CO.  or Licensee to serve legal  process on the other in
any other manner permitted by law. Nothing  contained in this Section 24.6 shall
affect the rights and obligations of LS&CO.  and Licensee under Section 13 or in
respect of mediation and arbitration of disputes under Section 20.

         24.7  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the  benefit of the  successors  and  permitted  assigns of LS&CO.  and
Licensee.

         24.8  GOVERNING  LAW. This Agreement is to be governed by and construed
in accordance with the laws of the State of California.

         24.9  SEVERABILITY.  If any  provision  of this  Agreement is held by a
court of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the
remainder of this  Agreement  shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

         24.10  SURVIVAL.  The  following  provisions  of this  Agreement  shall
survive and remain  effective after expiration or termination of this Agreement:
9,11.1, 11.2, 11.4, 11.5, 11.11, 11.12, 14, 15, 16, 17, 20, 21, 22 and 24.

         24.11 HEADINGS.  The section  headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

         24.12 FORCE MAJEURE.  Neither  LS&CO.  nor Licensee shall be liable for
any  failure  of or delay  in the  performance  of its  obligations  under  this
Agreement for the period that the failure or delay is due to acts of God, public
enemy,  war,  strikes or labor  disputes,  or any other cause beyond the party's
reasonable control, it being understood that lack of financial resources or Year
2000  problems  shall not be deemed a cause  beyond a party's  control.  Each of
LS&CO.  and Licensee  shall notify the other  promptly of the  occurrence of any
such cause and carry out the  affected  performance  as promptly as  practicable
after the cause of the problem is alleviated.  It is understood,  however,  that
the  occurrence of a force majeure event shall not in any case work an extension
of the term of this Agreement.

         24.13  DAYS AND  QUARTERS.  Unless  expressed  stated  in a  particular
provisions, references in this Agreement to "days" means calendar, not business,
days, and references to "quarters" means calendar quarters.

         24.13  COUNTERPARTS.  This  Agreement  may be  signed  in  one or  more
counterparts.

         IN WITNESS  WHEREOF,  LS&CO.  and Licensee signed this Agreement on the
date appearing in the first paragraph of this Agreement.

                               LEVI STRAUSS & CO

                               BY: /s/ John Ermatinger
                                   ------------------------------------
                                       John Ermatinger


                               AVID SPORTSWEAR, INC

                               By: /s/ David Roderick
                                   ------------------------------------
                                       David Roderick
                                       President



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