DISTRIBUTORSHIP AGREEMENT

      AGREEMENT,  made this 20th day of January, 2000, by and among BARUDAN CO.,
LTD., having an address at 20 Tsukagoshi,  Josuiji, Ichinomiya,  Aichi, 491-0004
Japan  (hereinafter  referred to as "Barudan  Japan"),  BARUDAN  AMERICA,  INC.,
having an address at 29500  Fountain  Parkway,  Solon,  Ohio 44139  (hereinafter
"Barudan  America")  (Barudan Japan and Barudan America  sometimes  collectively
referred to as  "Barudan")  and WILLCOX & GIBBS,  INC.  having an address at 900
Milik Street, Carteret, New Jersey 07008 USA, (hereinafter referred to "W&G").

      WHEREAS,  Barudan  manufactures,  sells  and/or  distributes  the products
described in Exhibit A attached hereto (hereinafter the "Products"); and

      WHEREAS, W&G's subsidiary, Macpherson Meistergram, Inc. ("Macpherson") has
heretofore  acted as an exclusive  distributor  of the Products in the Territory
and W&G now desires to do so itself under the terms of this Agreement; and

      WHEREAS,  Barudan  America has  simultaneous  with the  execution  of this
Agreement,  acquired from  Macpherson,  certain  assets  related to that part of
Macpherson's business having to do with the sale of embroidery machines; and

      WHEREAS,  as  part  of the  foregoing,  Macpherson  will  no  longer  be a
distributor  of  Barudan  branded  embroidery  machines  and W&G will  become an
exclusive  distributor of Barudan  branded parts  according to the terms of this
Agreement; and

      WHEREAS,  Barudan and W&G  recognize  and agree that it is important  that
they work with one another  and  support  one  another as  respects  the sale of
Barudan  branded parts,  by W&G, and Barudan  branded  embroidery  machines,  by
Barudan America, under the terms and conditions herein set forth.

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

1.    APPOINTMENT  AND  ACCEPTANCE.   Subject   to   the   terms  and conditions
hereinafter set forth, Barudan hereby appoints W&G as its exclusive  distributor
of the Products to third party customers in the United States (the  "Territory")
and W&G hereby accepts such appointment.  This exclusive  appointment means that
Barudan,  during  the  term  of this  Agreement,  will  not  appoint  any  other
distributors  of the  Products in the  Territory.  W&G shall only  purchase  the
Products from Barudan.

2.    DUTIES OF W&G.

      A.  SALES EFFORTS.  W&G shall use its best efforts to develop business in,
promote the use of, the sale of, and sell the Products within the Territory.  At
its own expense,  W&G shall  maintain an adequate and  efficient  staff of sales
personnel,  field engineers and technical  support suitable for the requirements
set forth in this Agreement.


<PAGE>

      B. FACILITIES. W&G shall maintain adequate facilities including warehouse,
transportation,  and  service  vehicles  as  necessary  to meet its  obligations
hereunder.  W&G shall  maintain a toll-free  "800"  telephone  number,  Internet
access and facsimile service to be used in carrying out this Agreement.

      C. EXCLUSIVITY.  During  the  term  of  this   Agreement,  W&G  shall  not
represent, market, sell or otherwise deal with any products competitive with the
Products except: (i) with the written consent of Barudan;  and, (ii) as respects
the generic and/or other non-Barudan products carried by W&G in its product line
as of October 31, 1999.

      D. INVENTORY.  W&G shall maintain sufficient  inventories of parts for the
Products consistent with the needs of the market and service.

      E. PROMOTION.   W&G  shall  display   notifications   of   its  authorized
distributor  relationship  with  Barudan in its  facilities  and  advertisements
including,  at a minimum, trade shows and trade publications.  W&G shall display
and circulate  promotional materials and sales literature as reasonably approved
by Barudan.

      F. ORDERS;  PAYMENTS.  No order that W&G submits to  Barudan  shall become
effective unless and until it is formally  accepted by Barudan.  Payment for all
orders shall be made by wire transfer. If W&G shall fail to pay for any Products
or parts  shipped  hereunder,  Barudan may defer  further  deliveries  until the
overdue  amounts are paid and until  Barudan is  satisfied  that payment will be
made for further  deliveries.  W&G shall make all reasonable  efforts to process
orders  for  parts  received  from  customers  as soon as  possible  subject  to
availability of parts from Barudan. Barudan shall make all reasonable efforts to
process orders for Products received from W&G as soon as possible. Neither party
shall be liable  for  delays  which are  caused by events  that are  beyond  its
reasonable control  including,  but not limited to acts of God, acts of civil or
military authority, fires, casualties, accidents, strikes or labor difficulties,
riots,  police  action,  civil  commotion or  demonstrations.  In the event of a
Product  shortage,  Barudan may allocate its available  Products among its other
customers in such a manner as it deems best.

      G. INSURANCE.  W&G agrees  to maintain  comprehensive  general  liability,
property  damage and products  liability  insurance  against any and all damage,
claims and  liabilities  arising out of,  connected  with, or resulting from the
possession,  sale,  lease,  use or operation  of the  Products.  Said  insurance
policies  shall be in form  and  amount  with  insurance  carriers  who are duly
licensed and in good standing with governmental  authorities having jurisdiction
over them, In no case shall the limits of said  insurance  policies be less than
$2,000,000 per person, $4,000,000 per incident. The insurance policies described
above may be not altered or canceled except upon thirty days prior notice with a
copy of said notice to Barudan.  W&G shall provide  Barudan with evidence of its
insurance  coverage.  Barudan may request that it, and Barudan America,  Inc. be
listed as an additional  insured on any of said  insurance  policies.  W&G shall
comply with all the terms and  conditions of said policies of insurance and give
Barudan  and the  insurance  company  within 24 hours of an  incident  a written
report,  and further agrees to cooperate with the insurance  company and Barudan
in the defense of any and all claims arising out of the possession, sale, lease,
use and operation of the Products.


<PAGE>

3.    DUTIES OF BARUDAN.

      A. INVENTORY  SALES.  Barudan  shall  sell to  W&G,  Products  in  amounts
sufficient to permit W&G to meet its  obligations  to its customers  (subject to
the provisions of Section 2(f) hereof) and at prices established in Section 4.

      B. PROMOTION.  Barudan shall identify W&G as an authorized  representative
in all advertising or promotional materials of Barudan which identify authorized
dealers, distributors, or representatives of the Products.

      C. REFERRALS.  Barudan  shall  refer  inquiries  regarding  Products  from
customers within the Territory to W&G.

4.    PRICING.

      A. W&G PRICES.  Barudan shall sell the Products to W&G at the prices shown
on Exhibit A.

      B. PRICE CHANGES.  In the event Barudan  changes the price of any Product,
it shall provide thirty (30) days prior written notification of that increase to
W&G. Such increases shall not affect any orders received by Barudan prior to the
date of delivery of such notification to W&G.

      C. BARUDAN  PRICES.  W&G will sell Products to Barudan on an as need basis
at the prices set forth on Exhibit B.

5.    PAYMENT.

      A. On or about  the  20th day of each  month  starting  with the  month of
November 1999, Barudan will prepare and issue a statement to W&G summarizing the
invoices  for  Products   shipped  to  W&G  during  the   preceding   period  of
approximately  30 days.  W&G shall make  payments  by wire  transfer  to Barudan
against such  statements  by no later than the  twentieth  day of the  following
month. (For example, payment is due by December 20, 1999 for the statement dated
November  20,  1999.) If and to the extent  that W&G makes  timely  payments  in
accordance  with the  foregoing,  W&G shall be  entitled  to a  discount  of two
percent (2%) off the invoiced prices.

      B. On a case by case basis and solely  with the written  authorization  of
W&G, Barudan may, if a customer so requests,  bill W&G's customer  directly.  In
such  event,  Barudan  shall keep W&G fully  informed  of the status of all such
orders and shall  provide W&G with copies of all purchase  orders,  invoices and
other relevant documentation.

6.    TERMS.  W&G acknowledges  and agrees  that  its  purchase of Products from
Barudan  shall be subject and  according  to the  Barudan's  Standard  Terms and
Conditions of Sale set forth on Exhibit C attached hereto; provided however that
the terms of this Agreement  shall take precedence over and control in the event
of any  inconsistency  between  the terms of this  Agreement  and  Exhibit C. No
conditions,  understanding,  or agreement purporting to modify or vary the terms
of this Agreement,  including  Barudan's  Standard Terms and Conditions of Sale,

<PAGE>

shall be binding unless  hereafter made in writing and signed by the party to be
bound and no modification  shall be effected by the acknowledgment or acceptance
of purchase  orders,  shipping  instruction,  or other forms containing terms or
conditions at variance with or in addition to those set forth herein.

7.    SHIPMENT.  Unless  otherwise  agreed to by the  parties, all deliveries of
Products  will be to W&G's  Sunbrand  Division  in Atlanta,  Georgia.  Except as
otherwise  provided herein,  W&G will ship and bill its customers  directly from
its Sunbrand Division in Atlanta, Georgia.

8.    INDEPENDENT  CONTRACTOR.  Each party,  its employees  and agents, shall be
independent  contractors  with respect to the other party in the  performance of
each and all of its duties and obligations pursuant to this Agreement,  and each
of the parties,  its employees and agents,  are not and shall not act or purport
to act as an employee,  agent,  partner, or representative of the other party or
of the party's manufacturing or marketing affiliates for any purpose whatsoever,
except as may be specifically  provided for herein.  Each party is and shall act
as an  independent  contractor,  maintaining  full  responsibility  and complete
control over all of its  employees,  agents,  and  operations.  Neither party is
authorized  to assume or create any  obligation  or  responsibility,  express or
implied,  on behalf or in the name of the other party or its  affiliates,  or to
bind the other party or its affiliates in any manner or thing whatsoever.

9.    PRODUCTS.

      A. The Products  shall include  those  Products set forth on Exhibit A and
all   replacement,   updates  or  upgrades  of  the  Products  or   improvements
incorporated  into the Products.  Barudan will give W&G 30 days' advance written
notice of any changes to or the discontinuance of any of the Products.

      B. During the term of this Agreement,  Barudan may, at its option, so long
as  Barudan  does  so at no  charge  (direct  or  indirect)  to  its  customers,
incorporate  in the  price  of  new  Barudan  branded  and  Meistergram  branded
embroidery machines sold to customers,  up to but not exceeding one Tool Kit per
machine and the number of Barudan blue tubular frames set forth below and:

            MACHINE TYPE                    NUMBER OF FRAMES PER SEWING HEAD
            ------------                    --------------------------------

            Single head machine                            2
            4 head machine                                 4
            6 head machine                                 4
            12 head machine                                2
            15 head machine                                2
            All other machines                             2


          In addition,  to the  inclusion of the above  referenced  Barudan blue
tubular frames and Tool Kit, Barudan may, at its option, include additional Tool
Kits and other Barudan branded parts and supplies in connection with the sale of
new Barudan branded and  Meistergram  branded  embroidery  machines which do not
exceed,  in  the  aggregate,   $5,000  per  month  at  W&G's  list  prices.  The

<PAGE>

aforementioned  Barudan blue tubular frames, Tool Kits and other Barudan branded
parts and supplies can be supplied by Barudan without purchasing such items from
W&G,  notwithstanding  W&G's  exclusive  distribution  rights  set forth in this
Agreement.  All other additional or other such products included in the price of
new Barudan branded or Meistergram  branded  machines or otherwise  shipped with
such  machine  free of charge or shipped  with such  machine  and charged to the
customer  must be  purchased  from W&G at the  price and terms set forth in this
Agreement.  Thereafter,  customer requests for Products shall be referred to W&G
as stated in Section 3(c).

10.   LIABILITY.  Neither  party shall be  liable to the other for  any indirect
indirect, incidental or consequential damages.

11.   TERM.  Effective  Date  until  December 31, 2003 (the "Initial  Term") and
will be  automatically  extended  for  successive  three (3) year  periods  (the
"Extended  Term")  thereafter  on the same terms and  conditions as the original
terms, so long as the parties continue to perform under this Agreement until and
unless terminated as hereafter provided.

12.   TERMINATION.  In the event either party wishes to terminate the  Agreement
upon the expiration of the Initial Term or any Extended  Terms,  such party must
give at least twelve (12) months'  prior notice to the other party in writing of
its desire to so terminate at the expiration of the Initial Term or any Extended
Term as the case may be. This  Agreement may be terminated by either party prior
to the  expiration  of the Initial Term or any Extended Term upon three (3) days
notice in the event that the  Chapter  11  Bankruptcy  proceeding  in the United
States  Federal  Bankruptcy  Court  in  District  of  Delaware  that W&G and its
subsidiaries  are  involved  in as of the date of this  Agreement  ("Chapter  11
Proceeding") is converted to a Chapter 7 Bankruptcy or the Chapter 11 Proceeding
is  concluded  and  either  party  thereafter  files a  voluntary  petition  for
bankruptcy.

      A. EVENTS OF DEFAULT.  Upon the occurrence of any of the following  events
(which are  deemed to be Events of  Default),  Barudan  may (i)  terminate  this
Agreement,  effective immediately and without notice to W&G, (ii) declare all of
W&G's  indebtedness  to  Barudan  immediately  due and  payable  and/or  invoice
customers  directly  pursuant to  Paragraph  10,  (iii)  cancel the  exclusivity
provision  contained in Paragraph  1(b) and have the right to sell directly into
and to enter into  additional  distributor or  representative  agreements in the
Territory and/or (iv) exercise all other legal remedies available to Barudan:

         (1) W&G's failure to pay, within  thirty (30) days after the same shall
become due and payable, any monetary obligation owed Barudan.

         (2) Except as otherwise  provided herein, W&G's assignment or attempted
assignment  of this  Agreement,  or of any  right or  interest  herein,  without
Barudan's prior written consent.

         (3) W&G's  sale,  mortgage,  or other  disposition of any Products that
are not in the  regular  course  of  business,  and are for  less  than  full or
adequate consideration.


<PAGE>

         (4) W&G's  failure  or  refusal  to  perform  any  of its  non-monetary
obligations hereunder,  for a period of sixty (60) days, after written notice is
given to W&G to perform such obligations.

         (5) Any change in the control of W&G,  except for any change of control
resulting from the Chapter 11 Proceedings  which does not result in a competitor
of Barudan  having  control,  which,  in  Barudan's  reasonable  opinion,  would
adversely affect the representation of Barudan's interests in the Territory.

         (6) In  the event that (i) W&G's  Chapter 11 Proceeding is converted to
a Chapter 7  Bankruptcy;  or (ii) the Chapter 11 Proceeding is concluded and W&G
thereafter becomes insolvent, files or has filed against it a case in bankruptcy
which  remains  open  after  thirty  days from date of  filing,  makes a general
assignment  for the  benefit  of its  creditors,  or has a  receiver  or trustee
appointed for its business or properties.

         (7) If W&G  fails  to use its best  efforts  to  fulfill  its sales and
marketing obligations set forth in Section 2(a).

      B. RIGHTS UPON TERMINATION.  Upon termination of this Agreement:

         (1) All unfilled  orders which  have been  accepted by Barudan shall be
fulfilled  provided,  however,  that Barudan may request such payment  terms and
conditions,  including  direct  payment  from the  customer,  as  Barudan  deems
reasonable;

         (2) Each  party shall return the confidential  information of the other
party  in  its  possession  and  control  to  the  owner  of  that  confidential
information and shall cease using or distributing the  confidential  information
of the other party for any purpose;  W&G shall cease using any Proprietary Marks
(as defined in Section 13 of this Agreement) or promotional materials of Barudan
Japan,  Barudan  America  or Barudan  and shall  return  all  materials  bearing
Proprietary Marks to Barudan;  all restrictions  regarding use and disclosure of
confidential  information or  Proprietary  Marks set forth herein shall continue
after termination;

         (3) Each party shall cease  referring  to W&G as an authorized  dealer,
representative, or distributor of Barudan; and

         (4) Barudan may,  within  thirty (30) days following the effective date
of  termination,  request that W&G return to Barudan all or any portion of W&G's
inventory of the Products which are in original  cartons and are in merchantable
condition  for  credit  or  reimbursement.  W&G  shall  provide  all  reasonably
necessary  supporting  documentation  for returned  goods to Barudan.  W&G shall
prepay all  freight  for the return of such  inventory.  All amounts due W&G for
such returned  inventory  shall be due within thirty (30) days after delivery to
Barudan.

13.   PROPRIETARY AND CONFIDENTIAL INFORMATION.

      A. PROPRIETARY  MARKS.  Barudan hereby grants to W&G the right to use and
display the trade names, trademarks,  service marks, logos, designs, and symbols
of Barudan and Barudan  applicable to the Products (the "Proprietary  Marks") in
fulfilling its obligations under this Agreement. Such use shall be in accordance

<PAGE>

with  procedures  communicated  in  writing  by  Barudan  to W&G  regarding  the
preservation of the  distinctiveness  of any  Proprietary  Mark. All Proprietary
Marks shall remain the property of Barudan,  Barudan  Company,  Ltd. (Japan) and
Barudan  America,  Inc,  as the case may be W&G shall not  remove,  replace,  or
modify any  Proprietary  Marks  applied to the  Products  or the packing for the
Products  by Barudan.  W&G shall  provide  Barudan  with notice of any misuse or
infringement  of any  Proprietary  Mark of which W&G may become  aware.  W&G may
indicate in signs,  advertising,  publicity or other sales or marketing media or
material, that it is an authorized distributor of Barudan's Products.

      B. BENEFITS.  The  parties  hereby  agree  and  acknowledge  that  Barudan
Company,  Ltd.  (Japan)  and  Barudan  America,  Inc.  are and shall  remain the
exclusive  owners  of the  various  patents,  and all  scientific  or  technical
information,   designs,   processes,   invention,   procedures,   formulae   and
improvements,  whether  patentable  or  unpatentable,  conceived,  invented,  or
originated by Barudan Company, Ltd. (Japan) and Barudan America, Inc. as well as
all Proprietary Marks and other patented or unpatented  knowledge or information
used in connection with the Products (the "Proprietary  Property").  W&G has and
shall have no right,  title or  interest  in the  Proprietary  Property,  or any
goodwill related  thereto,  during or after the term of this Agreement except to
the extent and in the  manner,  time and  places  W&G is  authorized  to use the
Proprietary Marks and designs, subject to the provisions of this Agreement.

      C. CONFIDENTIAL  INFORMATION.  Each party acknowledges that it may receive
confidential  information of the other party in connection  with the performance
of this Agreement.  Such  confidential  information,  whether in written or oral
form, may include, but is not limited to formulas,  patterns, programs, devices,
compilations of information,  methods,  techniques,  processes,  plans, designs,
drawings,  specifications,  customer  lists,  supplier lists, or other materials
which derive  independent  actual or potential  commercial  value from not being
generally  known or readily  ascertainable  through  independent  development or
reverse  engineering  by  persons  who can  obtain  economic  value  from  their
disclosure or use. Each party agrees to hold any  information of the other party
marked as "confidential," similarly identified as confidential, or provided in a
manner indicating the confidential nature of the information,  in confidence and
agrees not to  disclose  such  information  to third  parties  without the prior
written consent of the owner of such information. Each party agrees that it will
not use the  confidential  information  of the other party for any purpose other
than fulfilling its obligations of performance under this Agreement.

14.   WARRANTIES.

      A. WARRANTIES OF W&G.

         (1) W&G shall  not be  obligated  to  make any  warranty  to  customers
regarding the Products sold in their  original  packaging and may fully disclaim
any express or implied  warranties  and  exclude  consequential  and  incidental
damages with customers in accordance with the warranty (Exhibit D).

         (2) W&G  hereby  warrants  to Barudan  and  for the  benefit of Barudan
Company,  Ltd. (Japan) and Barudan  America,  Inc., for a period of a minimum of
thirty (30) days  following  the  completion of any warranty  service,  or other
service performed by W&G hereunder at Barudan's  request and expense,  that such

<PAGE>

service  will be free  from  defect  and that all  parts  incorporated  into the
Product  serviced  by  W&G  are  original  parts  unless  the  specific  written
authorization of Barudan for use of other parts has been received by W&G.

      B. LIMITED  WARRANTIES.   Barudan  assigns  and   transfers  to   W&G  the
Limited  Warranty issued by Barudan America,  Inc.  covering the Products as set
forth in  Exhibit D. The  express  warranties  set forth in this  Section 14 and
Exhibit  D shall  constitute  the  only  warranties  of  Barudan  and W&G to the
customer regarding the transactions described in this Agreement.

15.   RESTRICTIVE COVENANTS. During the continuance of this Agreement, W&G shall
not sell or otherwise represent products of other manufacturers in the Territory
that are in competition  with the "New Machine  Business" that is being acquired
by  Barudan  America  from  W&G  by  separate  agreement  (the  "Asset  Purchase
Agreement") of which this  Agreement is a part.  This Section 15 shall not limit
or reduce the provisions of Section 2(c).

16.   MISCELLANEOUS PROVISIONS.

      A. ENTIRE  AGREEMENT.   This Agreement and  the  exhibits  attached hereto
hereto embody the entire  understanding  between the parties and  supersedes all
prior  understandings  and  agreements  related  to the  subject  matter of this
Agreement.

      B. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their assigns, or successors; provided,
however, that no party shall assign any right or obligation hereunder,  in whole
or in part,  without the prior written consent of the other parties herein,  and
any attempt to do so shall be void;  except that it is agreed that Barudan Japan
may assign its rights and  obligations  under this Agreement to Barudan  America
without the consent of any other party. Barudan hereby consents to W&G using the
subdistributors listed on Exhibit E attached hereto.

      C. AMENDMENT,   MODIFICATION,  OR  WAIVER.   No  amendment,  modification,
settlement,  compromise, release, or waiver of any condition, provision, or term
of this Agreement shall be valid or of any effect unless made in writing, signed
by the party or parties to be bound, or its duly authorized  representative  and
specifying  with   particularity  the  nature  and  extent  of  such  amendment,
modification,  or waiver. Any waiver by any part of any default of another party
shall not affect or impair any right arising from any subsequent default. Except
as expressly provided in this Agreement, nothing herein shall limit the remedies
and rights of the parties hereto under and pursuant to this Agreement.

      D. NOTICES. Except as otherwise provided in this Agreement, all notices to
be given  under this  Agreement  shall be in writing and shall be deemed to have
been duly delivered if delivered in person or if mailed, certified mail, postage
prepaid,  United States mail, to the party to be notified at its principal place
of  business.  Notice  given by fax or email shall be  confirmed by written copy
thereof sent according to the prior  sentence.  Any party may change its address
by giving notice in the aforesaid  manner to the other party,  and ten (10) days
after giving such  notice,  such  party's  address  shall be deemed to have been
changed.

      E. CAPTIONS,  HEADINGS OR  TITLES.  All captions,  headings, or  titles in
the  paragraphs or sections of this  Agreement are inserted for  convenience  of
reference  only and shall not  constitute a part of this  Agreement nor act as a

<PAGE>

limitation of the scope of the  particular  paragraphs or sections to which they
apply.

      F. SEVERABILITY. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of this  Agreement  is held to be  invalid,  illegal,  or
unenforceable  under  any  applicable  law or  rule  in any  jurisdiction,  such
provision will be ineffective only to the extent of such invalidity, illegality,
or unenforceability in such jurisdiction  without  invalidating the remainder of
this  Agreement  in such  jurisdiction  or any  provision  hereof  in any  other
jurisdiction.

      G. CONDITION.  This  Agreement is  conditioned  upon  John K. Ziegler, Sr.
and John K. Ziegler,  Jr. having executed and delivered to Barudan a Non-Compete
Agreement substantially in the form attached hereto as Exhibit F.

      H. EXHIBITS.  The  following  Exhibits in their  complete text are by this
reference incorporated herein and made a part of this Agreement:

               Exhibit A   Products and Prices to W&G
               Exhibit B   Prices to Barudan
               Exhibit C   Standard Terms and Conditions of Sale
               Exhibit D   Warranty
               Exhibit E   Subdistributors
               Exhibit F   Non-Compete Agreement

      I. COUNTERPARTS.    This  Agreement  may  be  executed  in   two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

      J. GOVERNING  LAW.   It is  expressly  understood  and agreed that the law
governing this Agreement and the parties'  rights  hereunder shall be the law of
the State of Ohio.  Any legal  action or  proceeding  between the  parties  with
respect to this Agreement or the transactions  contemplated by this Agreement or
the rights of the parties under this Agreement  shall be instituted,  maintained
and conducted  within  Cuyahoga County of the State of Ohio in the courts of the
State of Ohio or the United States of America for the Northern District of Ohio,
which courts shall have exclusive jurisdiction.

      K. CUMULATIVE  RIGHTS.  Except as  expressly  stated  herein,  no right or
remedy herein  conferred  upon or reserved to any party hereto is intended to be
exclusive of any other right or remedy herein or by law provided, but each shall
be cumulative and in addition to every other right or remedy given herein or now
or hereafter existing at law or in equity or by statute.



<PAGE>



      Wherefor,  each of the parties has caused  this  Agreement  to be executed
through its duly authorized officer or agent, as of date first written above.


WILLCOX & GIBBS, INC.                     BARUDAN CO., LTD.


By: _______________________________       By: _______________________________
    Name:  John K. Ziegler                    Name:  Yoshio Shibata
    Title: Chairman                           Title: President


                                          BARUDAN AMERICA, INC.


                                          By: _______________________________
                                              Name:  Tetsuji Yamaue
                                              Title: President