Exhibit 10(xiii)

                              AMENDED AND RESTATED

                                LICENSE AGREEMENT

                                     BETWEEN

                        TOMMY HILFIGER LICENSING, INC.

                                       AND

                           THE STRIDE RITE CORPORATION

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                              AMENDED AND RESTATED
                                LICENSE AGREEMENT

            THIS AMENDED AND RESTATED  LICENSE  AGREEMENT  entered into this 2nd
day of February, 2000, by and between TOMMY HILFIGER LICENSING,  INC., having an
address  at  913 N.  Market  Street,  Wilmington,  Delaware  19801  (hereinafter
referred to as  "Licensor")  and THE STRIDE RITE  CORPORATION,  a  Massachusetts
corporation,  having its offices at 191 Spring Street, P.O. Box 9191, Lexington,
Massachusetts 02420 (hereinafter referred to as "Licensee").

                            W I T N E S S E T H  :

            WHEREAS,  TOMMY  HILFIGER  LICENSING,   INC.  and  THE  STRIDE  RITE
CORPORATION  entered into a license  agreement dated August 22, 1995,  which was
amended on January 17, 1996,  September 1, 1996, January 1, 1997, and August 18,
1997 (the license  agreement and amendments are  hereinafter  referred to as the
"License Agreement"); and

            WHEREAS,  the  parties  desire to clarify  and  restate  the License
Agreement  incorporating  all  terms  and  provisions  of the  August  22,  1995
Agreement and all subsequent amendments;

            WHEREAS,  the  parties  desire  to  further  amend  the terms of the
License Agreement.

            NOW,  THEREFORE,  the parties hereto, in consideration of the mutual
agreements  herein contained and promises herein  expressed,  and for other good
consideration  acknowledged by each of them to be satisfactory and adequate,  do
hereby agree as follows:

                            ARTICLE 1.  DEFINITIONS

            Definitions.    The  following  terms  shall  have  the  following
meanings when used in this Agreement attached hereto:

            1.1  Affiliates  of Licensee  shall mean all  persons  and  business
entities, whether corporations, partnerships, joint ventures or otherwise, which
now or hereafter control, or are owned or controlled,  directly or indirectly by
Licensee, or are under common control with Licensee.

            1.2  Agreement shall mean this agreement.

            1.3 Annual Period shall mean each twelve-month  period commencing on
January 1 and ending on December 31,  except that the first Annual  Period shall
be the period commencing on August 22, 1995 and ending on December 31, 1997.

            1.4  Close-Outs  shall mean first quality  Licensed  Products  which
cannot reasonably be sold to regular customers.

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            1.5 Gross Sales shall mean the invoiced amount of Licensed  Products
shipped by Licensee  before any deductions for discounts and returns,  insurance
and freight.

            1.6  Guaranteed  Minimum  Royalty  shall mean the minimum  royalties
payable in each Annual Period as set forth in Paragraph 5.2.

            1.7 Inventory shall mean Licensee's  inventory of Licensed  Products
and of related work in progress.

            1.8   Inventory  Schedule  shall  mean  a  complete  and  accurate
schedule of Inventory.

            1.9 Labels shall mean all labels, tags, packaging material, business
supplies  and  advertising  and  promotional  materials  and all other  forms of
identification bearing the Trademark.

            1.10  Licensed  Products  shall  mean all  types  and sizes of mens,
womens,  childrens (including boys, girls, infants and toddlers) footwear, other
than performance ski boots.

            1.11 Mens Footwear shall mean mens and boys footwear.

            1.12  Minimum  Sales  Level  shall  mean the  minimum  Net  Sales of
Licensed Products during each Annual Period as set forth in Paragraph 4.2.

            1.13  Net  Sales  shall  mean the  Gross  Sales  price  of  Licensed
Products, including but not limited to, Seconds and Close-Outs, to retailers who
are not  Affiliates  of Licensee  less  returns  actually  allowed and  actually
received by Licensee,  price  allowances and customary and usual trade discounts
granted.  The combined  deductions from the Gross Sales for allowances and trade
discounts,  including  returns,  from the total  gross  invoice  price shall not
exceed ten (10%) percent of the Gross Sales of the Licensed  Products shipped in
any Annual Period.  No other  deductions  shall be taken. It is the intention of
the parties that royalties  will be based on the bona fide  wholesale  prices at
which Licensee sells Licensed Products to independent  retailers in arms' length
transactions.  In  the  event  Licensee  shall  sell  Licensed  Products  to its
Affiliates,  royalties  shall be  calculated  on the  basis of such a bona  fide
wholesale price irrespective of Licensee's internal accounting treatment of such
sales.  Licensee  shall  identify  separately  in the  statements  of operations
provided to Licensor pursuant to paragraph 5.4 hereof all sales to Affiliates.

            1.14 Percentage Royalty shall have the definition given that term in
Paragraph 5.3.

            1.15   Seasonal   Collections   shall   mean  at  least   two  (2)
collections per annum.

            1.16 Seconds shall mean  damaged,  imperfect,  non-first  quality or
defective goods.

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            1.17 Term shall have the definition given that term in Paragraph 3.1
and shall,  if not otherwise  specifically  excluded,  include all Renewal Terms
hereinafter defined.

            1.18 Territory shall mean the continental  United States,  Alaska,
Hawaii, Puerto Rico, Canada and the United States possessions.

            1.19 Trade  Secrets  shall  mean  information  including  a formula,
pattern,  compilation,  program,  device,  method,  technique,  or process, that
derives  independent  economic  value,  actual  or  potential,  from  not  being
generally  known to the public or to other persons who can obtain economic value
from its  disclosure  or use; and is the subject of efforts that are  reasonable
under the circumstances to maintain its secrecy.

            1.20 Trademark shall mean the trademark  registrations which are set
forth in the  annexed  Exhibit A, and all  combinations,  forms and  derivatives
thereof  which may be  hereafter  approved  by  Licensor  for use by Licensee in
connection with the Licensed Products subject to any conditions set forth in any
written approval.

            1.21  Womens Footwear shall mean womens and girls footwear.

                               ARTICLE 2.  GRANT

            2.1  License.  Licensor  hereby  grants  to  Licensee  an  exclusive
non-assignable  license during the Term of the Agreement,  subject to all of the
terms  and  conditions  contained  in this  Agreement  to use the  Trademark  in
connection  with  the  manufacture  and  sale of the  Licensed  Products  in the
Territory.

            2.2  Reservations.  The license  granted in this  Article 2 does not
grant any right to Licensee to use the name "TOMMY" or  "HILFIGER"  individually
or derivatives of the Trademark.  Nothing  contained in this Agreement  shall be
construed as an assignment or grant to Licensee of any right,  title or interest
in or to the Trademark,  it being  understood and  acknowledged by Licensee that
all rights  relating  thereto are  reserved  by  Licensor  except for the rights
specifically  granted to Licensee in this  Agreement.  Licensee  understands and
agrees that Licensor, and its other licensees and sublicensees,  may manufacture
or authorize third parties to manufacture Licensed Products in the Territory for
ultimate sale outside of the Territory,  or to manufacture and sell or authorize
third  parties  to  manufacture  and  sell  products  of any and all  types  and
descriptions  other than the Licensed  Products in or outside the Territory.  In
addition,  to the  extent it is  legally  permissible  to do so, no  license  is
granted  hereunder for the  manufacture,  sale or  distribution  of the Licensed
Products to be used for publicity purposes, other than publicity of the Licensed
Products,  in  combination  sales,  premiums or giveaways,  or to be disposed of
under or in connection with similar methods of merchandising, such license being
specifically reserved for Licensor.

            2.3  Territory.  Licensee  agrees  that  it  will  neither  export
Licensed  Products  from the  Territory  nor sell same to any entity  which it
knows

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            or has any reason to believe intend to export Licensed Products from
the Territory. Licensee will use its best efforts to prohibit its customers from
shipping Licensed Products outside of the Territory. To that end, Licensee shall
include the following legend on all invoices to its customers:

                  "The  Purchaser is expressly  prohibited  from  exporting  the
                  items  sold  hereunder  from the  continental  United  States,
                  including Alaska, Hawaii, Puerto Rico and Canada."

            2.4  Exclusivity.  Licensor  shall neither use nor  authorize  third
parties to use the Trademark in connection  with the sale and/or  importation of
the Licensed Products in the Territory during the Term hereof without Licensee's
prior  approval.  Licensor  hereby agrees that Licensee shall have the exclusive
right to import into and resell the Licensed Products in the Territory.

            2.5 Definitional  Disputes.  Licensee  acknowledges  that due to the
nature of the marketplace, the definition of Licensed Products may change or may
not be  amenable  to precise  delineation.  Licensee  agrees  that if there is a
dispute  over the  definition  of Licensed  Products,  Licensor  shall  render a
reasonable  written  determination  which  shall be  conclusive  and  binding on
Licensee without legal recourse.

            2.6 Best  Efforts.  At all times while this  Agreement is in effect,
Licensee  shall use its best efforts to exploit the License  granted  throughout
the   Territory,   including  but  not  limited  to,   selling  a   sufficiently
representative  quantity of all styles,  fabrications and colors of the Licensed
Products;  offering for sale the  Licensed  Products so that they may be sold to
the consumer on a timely basis;  maintaining a sales force sufficient to provide
effective  distribution  throughout all areas of the Territory;  and cooperating
with Licensor's and any of its licensees'  marketing,  merchandising,  sales and
anti-counterfeiting programs.

            2.7  Showrooms and In-Store Shops.

                  (a) Licensee  shall display the Licensed  Products for sale in
separate showrooms for each of Mens Footwear, and Womens Footwear,  designed and
displayed  in  accordance  with  Licensor's   specifications,   apart  from  any
showroom(s) in which Licensee or another  business may offer other than Licensed
Products for sale.  Subject to prior approval by Licensor,  Licensee may display
the Trademark on showroom doors and office directories;

                  (b) Licensor  reserves the right to designate  the location of
Licensee's   primary  showroom   required  by  Paragraph  2.7(a)  above  and  in
satisfaction of the foregoing,  Licensee  agrees to sublease (the  "Sublease") a
portion of the premises at 25 West 39th Street,  New York, New York to house the
aforementioned  showroom and offices.  Licensor and Licensee have entered into a
Sublease dated as of April 28, 1997 for showroom  space for Mens  Footwear,  and
the parties  agree to negotiate  in good faith a Sublease for a Womens  Footwear
showroom in space adjacent to the Mens showroom space with commercial terms that
are no less  favorable  to the  Licensee  than  those set forth on the  attached
Schedule 2.7(b). Among other provisions, the Sublease shall contain (i) a cross

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                  default  provision with this Agreement and (ii) a monthly rent
equal to Licensee's pro rata portion of Licensor's rent  (including  common area
charges  and  additional  rent).  Upon  reasonable  notice,  Licensee  shall  be
permitted to inspect Licensor's expense records in connection with such showroom
and offices; and

                  (c) Licensee  will, at Licensor's  option,  participate in any
in-store shop or main floor fixturing program with any of Licensee's  customers.
To that end, to the extent that the same is not paid for by Licensee's customers
or  Licensor  pursuant to the  following  sentence,  Licensee  shall pay for the
necessary  fixturing for the display of the Licensed  Products which shall be in
keeping with the  specifications and design of the respective shop or main floor
fixtures.

                        (i) In connection  with the fixturing  associated with
Mens Footwear,  Licensor shall  contribute  the first  $____________  toward the
in-store  shop  program  during  the  First and  Second  Annual  Periods,  which
contribution  shall be applied to the cost of the design and installation of the
shop fixtures.  To the extent that Licensor  contributes more than $____________
toward the in-store shop program for the fixturing associated with Mens Footwear
during the First and Second Annual  Periods,  Licensee shall add an amount equal
to such excess to its  advertising  obligations  set forth in Article 7 ("Excess
Advertising Payment").  The Excess Advertising Payments shall be in addition to,
and not in lieu of any other advertising obligations of Licensee hereunder,  and
shall be due and  payable  to  Licensor  within  thirty  (30) days of the excess
contribution by Licensor.  Licensor will, upon reasonable request from Licensee,
provide Licensee with evidence of such contribution.

                        (ii) In connection with the fixturing  associated with
Womens Footwear,  Licensee shall  contribute the greater of (i) $__________;  or
(ii)  _______  (_____%)  percent  of Net Sales of  Womens  Footwear  toward  the
in-store shop program during each Annual Period hereunder. With Licensor's prior
written  consent,  a portion  of the  aforementioned  amount to be  expended  in
connection  with Womens  Footwear  may be expended by Licensee  for  cooperative
advertising.

                  (d) In the event that Licensee  shall maintain a showroom in a
city in  which  Licensor's  U.S.  mens  sportswear  licensee  shall  maintain  a
showroom,  such as  Dallas,  Atlanta,  etc.,  Licensor  may  require  Licensee's
showroom to be located in the sportswear showroom or adjacent thereto.

            2.8   Sales  and   Deliveries.   Licensee   acknowledges   that  the
availability  and  selection  of styles,  fabrications,  colors and sizes are an
integral  part of the high  reputation  and value which the trade and  consumers
have come to associate with the Trademark. Therefore, to protect that reputation
and  value,  Licensee  agrees  that  its  policy  of  sale,  distribution,   and
exploitation shall be of a high standard and to the best advantage, and that the
same shall in no way adversely reflect upon the good name,  trademarks and trade
names of Licensor or any of its programs.  Licensee  further agrees that it will
use due  diligence to make  certain  that at all times no less than  ninety-five
(95%) percent of the Licensed Products ordered and approved by Licensee for

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            shipment are shipped timely in compliance with the shipping schedule
recited in each order.  Licensee  shall at all times  maintain a sales force for
the sale of the Licensed Products which shall be sufficient to provide effective
distribution of the Licensed Products throughout the entire Territory.

            2.9  Organization.  Licensee shall establish a separate  division of
its company dedicated  exclusively to the sale of Licensed  Products,  under the
name "Tommy  Hilfiger  Footwear".  In connection  with such  division,  Licensee
shall, at its sole cost and expense,  employ  individuals  qualified to hold the
positions  set  forth on the  organization  charts  for each of Mens and  Womens
Footwear  annexed  hereto as  Exhibit  F. All  personnel  employed  by the Tommy
Hilfiger    Footwear   division   shall   work   exclusively   with   Licensor's
representatives  on the  Licensee's  business  arising under this  Agreement and
shall  report  directly  to the  President  of  Licensee  or his  designee.  The
individuals  holding the positions  marked with an asterisk on Exhibit F will be
hired with the prior  approval of Licensor  and will be relieved of their duties
under this  Agreement at the request of Licensor.  In addition,  Licensee  shall
maintain separate sales force for the sale of Licensed Products.  The members of
such sales force may not sell or represent any products  other than the Licensed
Products.

            2.10 Merchandise  Coordinator  Program.  Except as set forth herein,
Licensee shall participate in Licensor's  Merchandise  Coordinator  Program on a
direct cost basis to be reasonably determined by Licensor. In no event shall the
amount of Licensee's  required  participation for the First Annual Period exceed
$100,000.00 and for each Annual Period thereafter exceed _____ (___%) percent of
its Net Sales.  Licensee shall be responsible for paying for the portion of such
cost of the program as is dedicated to Licensee  relative to the other licensees
included in the program. Effective May 1, 1998, Licensor shall no longer include
Mens Footwear in Licensor's  Merchandise  Coordinator Program,  however Licensee
shall continue to pay to Licensor ______ (___%) percent of Net Sales of Licensed
Products  for the month of May 1998.  Beginning  April 1, 1999,  Licensor  shall
establish a separate merchandise coordinator staff dedicated to the coordination
of the Licensed Products (the "Program"), which Program shall, at its inception,
include twelve (12) merchandise coordinators.  Licensee shall be responsible for
all costs  associated  with the Program.  Licensee shall also be responsible for
its pro rata  portion of the  expenses  incurred  by the Vice  President  of the
Program,  the Assistant to the Vice  President  and all regional  managers (5 at
Program  inception),  which  expenses  shall  include,  but not be  limited  to,
salaries, benefit, travel, entertainment and all other Program related expenses.
In Licensor's discretion,  Licensor may, by written notice to Licensee,  require
Licensee to resume participation in Licensor's Merchandise Coordination Program,
in which event,  Licensee shall pay to Licensor,  on a quarterly basis, one (1%)
percent  of Net  Sales of Mens  Footwear  and two (2%)  percent  of Net Sales of
Womens Footwear  (excluding Seconds and Closeouts).  The percentage of Net Sales
paid by Licensee for the Program  which are a result of sales in Canada shall be
designated for use in Canada.

<PAGE>

                       ARTICLE 3. TERM OF THE AGREEMENT

            3.1 Term. The initial term of this  Agreement  shall commence on the
date hereof and shall end on December  31,  2001 (the  "Term").  Notwithstanding
anything to the  contrary  contained  herein,  Licensor  shall have the right to
terminate  this  Agreement on ninety (90) days written  notice if the actual Net
Sales of  Licensed  Products  are not equal to or  greater  than the  applicable
Minimum Sales Level set forth in Paragraph 4.2 below.

            3.2 Extension. Providing that Licensee is not then in default and is
not in default for the balance of the initial Term,  and providing  further that
Licensee has met the Minimum Sales Levels for each Annual Period during the Term
hereof,  Licensee  shall  have  the  right  to  extend  this  Agreement  for one
additional  three (3) year term on one (1) year prior written notice to Licensor
(the "Extension").  The parties  acknowledge that the failure of the Licensee to
meet the Minimum  Sales Level for the Second Annual Period for Mens Footwear has
been waived by the Licensor.  The notice may not be given more than fifteen (15)
months prior to end of the initial Term. Licensee  acknowledges that the one (1)
year period for notice is  necessary  in order to  maintain  the  continuity  of
Licensor's Licensing and Marketing programs and the goodwill associated with the
Trademark.  Licensee  agrees that "time is of the essence"  and that  Licensee's
failure to exercise  its option to renew timely shall be construed as a decision
by  Licensee  that it has  elected  not to renew and shall  permit  Licensor  to
immediately  replace  Licensee by executing a new License  Agreement  with third
parties,  to commence after this Agreement has concluded,  without any liability
to Licensee.  Expiration or termination  of this Agreement  shall not affect any
obligation  of  Licensee  to make  payments  hereunder  accruing  prior  to such
expiration or termination.

                               ARTICLE 4.  SALES

            4.1 Sales/Marketing and Production Plans. On each January 1 and July
1 of each Annual Period during the Term,  Licensee will submit to Licensor,  for
Licensor's  approval,  a  schedule  showing in detail  the  projected  sales and
marketing  plans for the Licensed  Products  for each of the next two  quarterly
periods.  In addition,  Licensee will submit to Licensor  upon  execution of the
Agreement a proposed  production  calendar for the Licensed  Products.  Licensee
will work with  Licensor to create a production  calendar for Licensed  Products
that is agreeable to both  parties.  Licensee  shall  provide to Licensor,  on a
monthly basis, monthly wholesale bookings reports and retail selling reports, to
the extent the same are available from the retailers.

            4.2  Minimum  Sales  Levels.  The first bona fide  shipment  of Mens
Footwear to a customer of Licensee  shall occur no later than February 28, 1997.
In addition,  during each Annual Period,  Licensee shall be required to meet the
following Minimum Sales Levels of Mens Footwear:

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                                         Minimum Sales

Annual Period                            Level of Mens Footwear

First                                    $ 7,000,000*
Second                                   $13,000,000
Third                                    $44,600,000
Fourth                                   $48,300,000
Fifth                                    $53,100,000
Sixth                                    $53,100,000
Seventh                                  $53,100,000
Eighth                                   $53,100,000


*In the event that Licensee  commences  shipment of Licensed  Products  prior to
October 15, 1996,  the Minimum  Sales Level for the First Annual Period shall be
increased by  $583,333.33  for each month or part thereof from the date of first
shipment to October 15, 1996.

The first bona fide shipment of Womens  Footwear to a customer of Licensee shall
occur no later than  September  30, 1998.  For  purposes of the license  granted
hereunder  for  Womens  Footwear,   the  Minimum  Sales  Level,  Net  Sales  and
corresponding payments associated therewith, shall be accumulated for the Second
and Third Annual Periods. In addition, during each Annual Period, Licensee shall
be  required  to meet the  following  minimum  levels  of Net  Sales  of  Womens
Footwear:

Annual Period                            Minimum Sales Level
                                         For Womens Footwear

Second and Third                         $ 40,000,000
Fourth                                   $ 60,000,000
Fifth                                    $ 75,000,000
Sixth                                    $ 90,000,000
Seventh                                  $105,000,000
Eighth                                   $120,000,000


The Minimum Sales Level for each Annual Period, commencing with the Third Annual
Period and  thereafter,  shall be the greater of the amounts set forth above for
such  Annual  Periods and eighty  (80%)  percent of the actual Net Sales for the
immediately preceding Annual Period. In no event may the Minimum Sales Level for
any Annual Period be less than Minimum Sales Level for the immediately preceding
Annual Period.

            4.3 Certification. Within ninety (90) days of the end of each Annual
Period,  Licensee shall send to Licensor a  certification  by a duly  authorized
officer of  Licensee of the Net Sales of  Licensed  Products  during such Annual
Period (the "Certification"). Within one hundred twenty (120) days of the end of
each Annual Period,  Licensee shall send to Licensor the  Certification  further
certified by Licensee's external auditors.

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                           ARTICLE 5.  LICENSE FEES

            5.1  Requirement  of  Royalties.   All  Licensed  Products  sold  by
Licensee, or its Affiliates or subsidiaries, require the payment of royalties by
Licensee to Licensor as set forth in this Article 5.

            5.2  Guaranteed  Minimum  Royalty.  In  consideration  of the rights
granted to Licensee  pursuant to this  Agreement,  Licensee  shall,  during each
Annual  Period or portion  thereof  calculated  on a pro rata basis,  during the
Term,  pay to Licensor  the  Guaranteed  Minimum  Royalties,  as defined in this
paragraph 5.2, payable in quarterly  installments in advance on the first day of
each calendar  quarter during each year during the Term hereof,  except that for
the First Annual Period,  the Guaranteed Minimum Royalties shall be paid in four
(4) equal installments on the date hereof,  October 1, 1996, January 1, 1997 and
April 1, 1997.  The Guaranteed  Minimum  Royalty for each Annual Period shall be
equal to _______  (___%)  percent of the  Minimum  Sales  Levels for such Annual
Period as the same may be adjusted pursuant to Paragraph 4.2 above. In the event
that during any Annual Period,  the actual  payments under  Paragraph 5.3 hereof
exceed the entire Guaranteed Minimum Royalty with respect to that Annual Period,
no further  Guaranteed  Minimum  Royalty  payments  need be made for such Annual
Period.

            5.3 Percentage  Royalty.  In  consideration of the rights granted to
Licensee  pursuant to this Agreement,  Licensee shall,  during each of the First
and  Second  Annual  Periods or portion  thereof  pay  Licensor a royalty of the
following listed percentages of Net Sales of Mens Footwear sold by Licensee.

                                        Percentage Royalties for

      Annual Net Sales                  Mens Footwear

      $0 - $9,999,999.99                ___%
      $10,000,000 - $19,999,999.99      ___%
      Over $20,000,000                  ___%


Licensee shall,  during each Annual Period or portion thereof beginning with the
Third  Annual  Period pay  Licensor a royalty of _______  (___%)  percent of Net
Sales of Mens  Footwear  sold by  Licensee,  and during  each  Annual  Period or
portion  thereof pay to Licensor a  percentage  royalty of seven (7%) percent of
the Net Sales of Womens  Footwear sold by Licensee.  The Percentage  Royalty for
Close-Outs  and Seconds shall be _________  (___%)  percent of Net Sales of such
Licensed   Products.   Percentage   royalties  shall  be  payable  in  quarterly
installments on January 15, April 15, July 15 and October 15 for the immediately
preceding  quarter of sale,  less Guaranteed  Minimum Royalty  payments for such
period.  All  royalties  shall  accrue  upon the sale of the  Licensed  Products
regardless  of the  time  of  collection  by  Licensee.  For  purposes  of  this
Agreement,  a  Licensed  Product  shall be  considered  "sold"  upon the date of
billing, invoicing, shipping, or payment, whichever occurs first.

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            5.4 Royalty  Statements.  Licensee  will  deliver to Licensor at the
time each Percentage  Royalty payment is due, complete and accurate  statements,
in the form annexed hereto as Exhibit B, signed by a duly authorized  officer of
Licensee  and  certified  by him as  accurate  indicating  all of the  following
information by month: (i) the total invoice price of all Licensed  Products sold
during the period covered by such percentage royalty payment; (ii) the amount of
discounts and credits from Gross Sales which properly may be deducted therefrom,
during  said  period;  (iii)  computation  of the amount of  percentage  royalty
payable  hereunder for said period;  and (iv) the breakdown among Mens Footwear,
and Womens Footwear,  as well as a break-out in each of the foregoing categories
for the sales of Seconds and Close-Outs.  At least once annually,  or more often
at Licensor's  request,  Licensee will also deliver to Licensor a  certification
from its  external  auditors  that the  statement  which  it  accompanies  is in
accordance with the requirements of this paragraph 5.4. Receipt or acceptance by
Licensor of any statement furnished, or of any sums paid by Licensee,  shall not
preclude  Licensor from  questioning  their  correctness at any time;  provided,
however,  that reports  submitted by Licensee shall be binding and conclusive on
Licensee in the event of any termination  based on a breach by Licensee  arising
out of any payment or report.

            5.5 Books and Records. Licensee shall, at its sole cost and expense,
maintain  complete  and  accurate  books and  records  (specifically  including,
without limitation,  the originals or copies of documents  supporting entries in
the books of account)  covering all  transactions  arising out of or relating to
this Agreement.  In addition,  Licensor and its duly  authorized  representative
have the right, during normal business hours, for the duration of this Agreement
and for seven (7) years  thereafter,  to examine and copy said books and records
and all other documents and materials in the possession of and under the control
of Licensee with respect to the subject matter and terms of this Agreement.  The
exercise  by  Licensor  of any  right  to  audit  at any  time or  times  or the
acceptance by Licensor of any statement or payment shall be without prejudice to
any of Licensor's  rights or remedies and shall not bar Licensor from thereafter
disputing  the  accuracy of any payment or statement  and Licensee  shall remain
fully liable for any balance due under this  Agreement.  The  Products  shall be
assigned style numbers unique from any products other than the Licensed Products
Licensee may manufacture and/or sell. The style number assigned to each Licensed
Product  shall be  identical  to the style  number  utilized  to  identify  that
Licensed Product in all Licensee's books and records.  All documents  evidencing
the sale of Licensed  Products  shall state the style and number of each of such
products. Licensee shall not use terms such as "assorted" or "irregular" without
a style  specification.  All  sales of the  Licensed  Products  shall be made on
sequentially  numbered  invoices  which  shall  (1)  contain  sales  only of the
Licensed  Products,  (2)  contain a  statement  that it shall only be paid to an
account  owned by  Licensee or its  assignee,  and (3) be recorded in a separate
ledger account.

            5.6  Taxes.   Licensee  will  bear  all  taxes,   duties  and  other
governmental  charges  in  the  Territory  relating  to or  arising  under  this
Agreement,  including  without  limitation,  any state or federal  income  taxes
(except withholding taxes on royalties), any stamp or documentary taxes or

<PAGE>

            duties,  turnover,  sales or use taxes,  value-added  taxes,  excise
taxes, customs or exchange control duties or any other charges relating to or on
any royalty payable by Licensee to Licensor.  Licensee shall obtain,  at its own
cost and expense,  all  licenses,  Reserve Bank,  Commercial  Bank or other bank
approvals,  and  any  other  documentation  necessary  for  the  importation  of
materials and the  transmission of royalties and all other payments  relevant to
Licensee's  performance  under  this  Agreement.  If any tax or  withholding  is
imposed on royalties,  Licensee shall obtain  certified proof of the tax payment
or withholding and  immediately  transmit it to Licensor.  Nothing  contained in
this Paragraph 5.6 shall be interpreted to mean that Licensee is responsible for
any income taxes or other taxes which would be the obligation of Licensor.

            5.7 Underpayments.  If, upon any examination of Licensee's books and
records  pursuant to Paragraph 5.5 hereof,  Licensor  shall discover any royalty
underpayment by Licensee, Licensee will make all payments required to be made to
correct  and  eliminate  such  underpayment  within ten (10) days of  Licensor's
demand. In addition,  if said examination reveals a royalty underpayment of five
percent (5%) or more for any royalty  period,  Licensee will reimburse  Licensor
for the cost of said examination within ten (10) days of Licensor's demand.

            5.8 Manner of Payment.  All payments required by Licensee  hereunder
shall be made to Licensor in Delaware in U.S.  Dollars,  and all  references  to
dollars  shall mean U.S.  Dollars.  In the event that  Licensee  is  required to
withhold   certain   amounts  for  payment  to  the   appropriate   governmental
authorities,  Licensee will supply to Licensor the official receipts  evidencing
payment therefor.

            5.9  Interest on Late  Payments.  In  addition  to any other  remedy
available  to Licensor,  if any payment due under this  Agreement is delayed for
any  reason,  interest  shall  accrue  and be  payable,  to the  extent  legally
enforceable,  on such unpaid principal  amounts from and after the date on which
the same became  due,  at a per annum equal to the lower of four (4)  percentage
points  above the prime rate of interest in effect from time to time at Chemical
Bank in New York, New York,  U.S.A. and the highest rate permitted by law in New
York.

            5.10  No  Set-Off.  The  obligation  of  Licensee  to pay  royalties
hereunder shall be absolute  notwithstanding any claim which Licensee may assert
against  Licensor.  Licensee shall not have the right to set-off,  compensate or
make any deduction from such royalty payments for any reason whatsoever.

            5.11 Purchases By Licensor's Outlet Stores.  Licensee agrees that it
will offer for sale an amount of Closeouts and Seconds to outlet stores owned by
or  affiliated  with  Licensor  (the  "Outlet  Stores")  equal to the  amount of
Closeouts  and Seconds made  available to  Licensee's  outlet  stores.  Prior to
offering  Close-Outs  and Seconds for sale to other  customers,  Licensee  shall
first  offer the same to the Outlet  Stores.  The price for such  Closeouts  and
Seconds  shall be the price  charged to Licensee's  most favored  customers.  In
addition,  beginning  on the first  day of each of  Licensee's  market  periods,
Outlet Stores may purchase Licensed Product at the wholesale price of the

<PAGE>

            Licensed  Product.  Licensee agrees to fill the orders of the Outlet
Stores in at least the same manner  which  Licensee  fills orders from its other
customers.  Finally, Outlet Stores may contract for special programs of Licensed
Product at a price equal to the landed  cost of such  product  plus  twenty-five
(25%) percent.  No royalty or  advertising  payment shall be due on purchases of
Licensed Product  (including  Closeouts,  Seconds or special programs) by Outlet
Stores.  No Licensed  Product may be sold or displayed  in the outlet  stores of
Licensor  or  Licensee  earlier  than six (6)  months  from the  launch  of that
product.  Licensee may not manufacture  Licensed  Products for its outlet stores
and may only sell Close-Outs and Seconds from such stores.

            5.12 Purchases By Licensor's  Retail Stores.  Beginning on the first
day of each of Licensee's  market periods,  retail stores owned by or affiliated
with  Licensor  (the  "Retail  Stores")  may  purchase  Licensed  Product at the
wholesale price of the Licensed  Product.  Licensee agrees to fill the orders of
the  Retail  Stores and  flagship  retail  locations  owned or  affiliated  with
Licensor  "the  "Flagship  Stores") in at least the same manner  which  Licensee
fills orders from its other customers.  In addition,  Retail Stores may contract
for special  programs of Licensed Product at a price equal to the landed cost of
such product plus  twenty-five  (25%) percent and Flagship Stores (such Flagship
Stores in the United  States not to exceed  three in number)  may  purchase  all
Licensed Products  including,  but not limited to, special programs,  at a price
equal to the landed cost of such product plus twenty (20%)  percent.  No royalty
or advertising  payment shall be due on purchases of Licensed Product (including
Closeouts, Seconds or special programs) by Retail Stores or Flagship Stores.

            5.13 Products for Licensor's Use. Licensee shall supply to Licensor,
at  Licensee's  sole cost and  expense,  three (3) edited sets of each  Seasonal
Collection of Licensed  Products for Licensor's public relations and advertising
purposes or for  Licensor's  showrooms,  plus a reasonable  quantity of Licensed
Products for Mr.  Tommy  Hilfiger's  personal  use and a reasonable  quantity of
Licensed Products for "shoe" advertisements.

            5.14  Purchases  By Licensor.  In addition to the Licensed  Products
which Licensee provides to Licensor  pursuant to Paragraph 5.13 above,  Licensor
may  purchase  reasonable  quantities  of Licensed  Products  from  Licensee for
display in Licensor's showrooms, for public relations purposes and for "non-shoe
specific"  advertisements at forty (40%) percent off the regular wholesale price
of Licensed Products on standard industry terms.  Licensee shall permit Licensor
to purchase a  reasonable  amount of Licensed  Products  for the personal use of
Licensor's  employees  from  Licensee  at the  regular  wholesale  price of such
Licensed Products on standard industry terms. No royalty or advertising  payment
shall be payable by Licensee with respect to such purchases.

            5.15 Financial  Statements.  Licensee  shall provide  Licensor (a) a
certified,  audited financial  statement to be delivered to Licensor within five
(5) months after the end of each fiscal year of Licensee and (b) a six (6) month
interim  financial  statement to be delivered to Licensor within sixty (60) days
after the end of the six (6) month period.  The year end  financial  information
must be  prepared  by a chartered  accountant  having no interest in  Licensee's
business and approved by Licensor.

<PAGE>

                  ARTICLE 6.  REPRESENTATIONS AND WARRANTIES

            6.1 Warranties and  Representations  of Licensor.  Licensor hereby
represents, warrants and covenants that:

            (a) it has the full right,  power and  authority  to enter into this
Agreement  and to  license  Licensee  with  respect  to all the  rights  granted
hereunder;

            (b) it is a corporation  duly organized,  validly  existing and in
good standing under the laws of the jurisdiction of its incorporation;

            (c) all  necessary  corporate  acts  have been  effected  by it to
render this Agreement valid and binding upon it; and

            (d) in its  negotiations  relative  to  this  Agreement,  it has not
utilized the services of any finder,  broker or agent and it owes no commissions
or fees to any such  person in relation  hereto.  Licensor  agrees to  indemnify
Licensee against, and hold it harmless from, any and all liabilities (including,
without  limitation,   reasonable  attorneys'  fees)  to  any  person,  firm  or
corporation  claiming  commissions or fees in connection  with this Agreement or
the  transactions  contemplated  hereby  as a  result  of an  agreement  with or
services rendered to Licensor.

            (e) it is the owner of the  trademarks  listed on  Exhibit  A, which
trademarks are valid, existing trademarks.

            6.2 Warranties and  Representations  of Licensee.  Licensee hereby
represents, warrants and covenants that:

            (a) it has the full right,  power and authority to enter into this
Agreement and to perform all of its obligations hereunder;

            (b)  it  is  financially   capable  of  undertaking  the  business
operations which it conducts and of performing its obligations hereunder;

            (c) it is a corporation  duly organized,  validly  existing and in
good standing under the laws of the jurisdiction of its incorporation;

            (d) all  necessary  corporate  acts  have been  effected  by it to
render this Agreement valid and binding upon it; and

            (e) in its  negotiations  relative  to  this  Agreement,  it has not
utilized the services of any finder,  broker or agent and it owes no  commission
or fees to any such  person in relation  hereto.  Licensee  agrees to  indemnify
Licensor against, and hold it harmless from, any and all liabilities (including,
without  limitation,  reasonable legal fees) to any person,  firm or corporation
claiming   commissions  or  fees  in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby as a result of an agreement  with or services
rendered to Licensee.

<PAGE>

                            ARTICLE 7. ADVERTISING

            7.1 Guaranteed Minimum Advertising  Payment. In order to ensure that
advertising  of the  Licensed  Products  shall  be  consistent  with  Licensor's
advertising plans,  Licensee shall, during each Annual Period or portion thereof
calculated on a pro rata basis during the Term,  pay to Licensor the  Guaranteed
Minimum  Advertising  Payments listed below,  payable in quarterly  installments
concurrently  with the  Guaranteed  Minimum  Royalty  Payments in advance on the
first  day of each  quarter,  except  that  for the  First  Annual  Period,  the
Guaranteed Minimum Advertising  Payments for Mens Footwear shall be paid in four
(4) equal  installments on August 22, 1995,  September 1, 1996, January 1, 1997,
and April 1, 1997 and for the Second and Third Annual  Periods,  the  Guaranteed
Minimum Advertising payments for Womens Footwear shall be paid in four (4) equal
installments on August 1, 1997,  January 1, 1998,  January 1, 1999 and March 25,
1999. In the event that the foregoing  payment schedule is not sufficient to pay
for expenditures  made by Licensor pursuant to the advertising plan submitted by
Licensor for that Annual Period,  Licensee shall accelerate,  any or all of such
payments,  as  necessary,  on ten (10) days  written  notice.  In the event that
during any Annual Period,  the actual payments under Paragraph 7.2 hereof exceed
the entire Guaranteed  Minimum  Advertising  Payment with respect to that Annual
Period, no further Guaranteed Minimum  Advertising Payment need be made for such
Annual Period:

                            Guaranteed Minimum Advertising Payment

Annual Period               Mens                       Womens

First                       $_________*                -----
Second                      $_________                 $_________**
Third                       $_________                 $_________
Fourth                      $_________                 $_________
Fifth                       $_________                 $_________
Sixth                       $_________                 $_________
Seventh                     $_________                 $_________
Eighth                      $_________                 $_________


The  Guaranteed  Minimum  Advertising  Payment for Mens Footwear for each Annual
Period  shall be equal to the  greater of the  amounts set forth above and _____
(___%)  percent of the Minimum Sales Level for such Annual Period as provided in
Paragraph 4.2 above.

*In the event that Licensee  commences  shipment of Licensed  Products  prior to
October 15, 1996, the Guaranteed Minimum  Advertising  Payment for Mens Footwear
for the First Annual Period shall be increased by $__________  for each month or
part thereof from the date of first shipment to October 15, 1996.

**Licensee  shall  receive  a credit of no more than  $280,000  to be  applied
against the combined  Guaranteed  Minimum  Advertising  Payment for the second
and  third  Annual  Periods  equal  to  the  cost  of  Licensee's  cooperative
advertising with its customer,  provided that such cost is separately  charged
to Licensee.  Licensee

<PAGE>

shall provide the back-up  documentation  evidencing the credit to Hilfiger with
each Guaranteed Minimum Advertising during the applicable annual Periods.

            7.2  Percentage   Advertising  Payment.   Licensee  shall  pay  to
Licensor  a  Percentage  Advertising  Payment  equal to the  following  listed
percentages of Net Sales of Licensed Products:

Annual Period               Mens %                     Womens %

First                       _____                      _____
Second                      _____                      _____
Third                       _____                      _____
Fourth and thereafter       _____                      _____


Beginning  with the Third Annual  Period for Mens Footwear and the Fourth Annual
Period for Womens Footwear,  the Percentage  Advertising Payment for Seconds and
Close-Outs  shall  be  reduced  to two (2%)  percent  of Net  Sales.  Percentage
Advertising  Payments shall be payable in quarterly  installments on January 15,
April 15, July 15 and October 15 for the immediately  preceding quarter of sale,
less Guaranteed Minimum Advertising Payments for such period.

In addition to the  Percentage  Advertising  Payment,  Licensee  shall expend an
additional  one (1%)  percent of the Net Sales of Womens  Footwear  (during  the
Third Annual Period only) for cooperative advertising.  Licensee shall receive a
credit  against  this  obligation  for early order  discounts  to its  customers
whereby the customers receiving the discount are required to spend the amount of
such discount for cooperative advertising.  In no event shall such credit exceed
one (1%)  percent  of the total  price of the  invoice  to which  such  discount
pertains.  In order to receive a credit for an early  order  discount,  Licensee
must  provide to  Licensor  evidence of the  expenditure  and  placement  of the
cooperative  advertising  for which the credit has been given  together with the
Advertising Expenditure Form attached as Exhibit E.

            7.3  Advertising  Expenditures.  Licensor  shall  spend the  amounts
received from Licensee  pursuant to Paragraphs 7.1 and 7.2 above, as well as the
Excess Advertising Payments received pursuant to Paragraph 2.7(c) above, for the
purpose of  promoting  the  Licensed  Products  and the  Trademark in any manner
Licensor, in its sole discretion, deems appropriate.

--------------------------------------------------------------------------------
Such  expenditures  shall  include,  without  limitation,  creative,  marketing,
advertising,   public  relations,  special  events  and  promotions,  media  and
production,  administration and other costs related to all of the foregoing. All
amounts  received by Licensor from Licensee  pursuant to Paragraphs  7.1 and 7.2
above, which are a result of sales in Canada shall be directed by Licensor to be
spent in  Canada.  Within  sixty  (60)  days of the end of each  Annual  Period,
Licensor  shall  provide to Licensee a statement of  advertising  including  the
Licensed  Products  placed  during  that  Annual  Period  and  the  cost of such
advertising.  In the event  that the cost of such  advertising  is less than the
total advertising  payments made by Licensee to Licensor for that Annual Period,
Licensor agrees to place additional advertising in an amount

<PAGE>

            equal to the  shortage  during the first  quarter of the next Annual
Period.  Any  apportionment of advertising costs among the Licensed Products and
other  products  bearing  the  Trademark  shall be made by  Licensor in its sole
discretion.  Licensor  shall  make its best  efforts to have  Licensed  Products
appear in advertising placed by Licensor if the model's feet are visible and the
model is wearing shoes.

            7.4 Approval of Packaging,  Labeling and Advertising. All packaging,
labeling and advertising shall be in strict compliance with specifications to be
provided by Licensor. No advertising,  including cooperative advertising, may be
used  without the prior  written  consent of Licensor  first had and obtained in
each instance.  Licensee agrees that it will cease selling Licensed  Products to
any of its customers who place or use unauthorized  advertisements including the
Licensed Products or the Trademarks.  The use of any other packaging or labeling
is expressly prohibited. All packaging and labeling shall use the Trademark, but
no other  trademark  or trade name shall be used  except as may be  required  by
applicable law or permitted by Licensor.  Licensee shall not be permitted to use
its name(s) on the Licensed Products,  packaging and other materials  displaying
the Trademark other than as specifically approved by Licensor. Any packaging and
labeling  materials  provided by  Licensor  to Licensee  shall be so provided at
Licensee's  expense and the price therefor shall be Licensor's cost of producing
and  providing  the same.  Licensor  reserves  the right to require  Licensee to
purchase Labels to be used on the Licensed Products only from sources designated
by  Licensor,  provided  that such  sources  provide the Labels to Licensee in a
reasonably competitive manner as to price and delivery.

            7.5  Launch.   In  addition  to  the  advertising   requirements  of
Paragraphs 7.1 and 7.2,  Licensee  agrees to host a launch event or distribute a
gift package to the fashion and  financial  press and to major  retail  accounts
during the initial  selling season for the first Seasonal  Collection to be sold
under this  Agreement.  Such event shall be comparable to similar  launch events
hosted by  Licensor's  other  licensees of the  Trademark  and shall  reasonably
reflect the prestige of the Trademark and the relative  significance of Licensed
Products  to  Licensor.  Licensor  shall  develop  advertisements  to be used in
connection with the consumer launch of the Licensed Products.

            7.6  Fashion  Show.  Licensee  shall,  at  Licensee's  sole cost and
expense,  provide reasonable  quantities of mens footwear for fashion shows held
by Licensor  and/or its other  licensees.  For fashion shows held by Licensor or
its other licensees in which womens footwear is required, Licensee shall provide
womens footwear,  including footwear to be manufactured  specifically for use in
fashion shows, at Licensee' sole cost and expense, however such cost and expense
shall not exceed fifty thousand  ($50,000)  dollars for womens  footwear  during
each Annual Period.

            7.7 Trade  Shows.  Licensee  may not  participate  in trade  shows
without the prior written consent of Licensor.


<PAGE>

                       ARTICLE 8.  QUALITY AND STANDARDS

            8.1  Distinctiveness  and Quality of the  Trademark.  Licensee shall
maintain the  distinctiveness of the Trademark and the image and high quality of
the goods and merchandise  bearing the mark presently  manufactured  and sold by
Licensor  and its other  licensees,  and the  prestigious  marketing  of same as
hitherto and presently maintained by Licensor and its other licensees.  Licensee
agrees that, with respect to all Licensed  Products  manufactured or sold by it,
the same will be of high quality as to  workmanship,  fit,  design and materials
used therein, and shall be at least equal in quality,  workmanship,  fit, design
and  material to the  samples of Licensed  Products  submitted  by Licensee  and
approved by Licensor  pursuant to Paragraph 8.3 hereof.  All  manufacturing  and
production  shall be of a quality in keeping with the prestige of the Trademark.
In  addition,  Licensee  acknowledges  that in order to  preserve  the  goodwill
attached to the Trademark,  the Licensed  Products  should be sold at prices and
terms reflecting the prestigious nature of the Trademark,  and the reputation of
the  Trademark as appearing on goods of high quality and  reasonable  price,  it
being understood, however, that Licensor is not empowered to fix or regulate the
prices for which the Licensed  Products are to be sold,  either at the wholesale
or retail level.

            8.2 Shops,  Stores,  Retail Outlets.  The Licensed  Products sold by
Licensee may be sold only to those specialty shops, department stores and retail
outlets which carry high quality and prestige  merchandise and whose  operations
are consistent  with  Licensor's  reputation and its sales policies and with the
prestige of the  Trademark  and only to those  customers  expressly  approved by
Licensor.  Prior to the opening of each selling  season (and  whenever  Licensee
shall wish to sell  Licensed  Products to customers not  previously  approved by
Licensor),  Licensee  shall submit a written  list of the proposed  customers to
Licensor for Licensor's prior written  approval,  which approval may be given or
withheld at  Licensor's  sole  discretion,  based upon whether it deems that the
proposed  customer  shall  enhance the quality  and  prestige of the  Trademark.
Licensor  shall have the right to withdraw any such approval on thirty (30) days
written  notice to  Licensee.  Licensee  shall not (a) market or promote or seek
customers for the Licensed  Products  outside of the Territory;  (b) establish a
branch,  wholly owned by subsidiary,  distribution or warehouse with inventories
of  Licensed  Products  outside of the  Territory;  (c) sell or  distribute  any
Licensed  Products to wholesalers,  jobbers,  diverters,  catalog vendors or any
other  entity  which does not operate  retail  stores  exclusively;  (d) use the
Licensed  Products as  giveaways,  prizes or  premiums,  except for  promotional
programs which have received the prior written approval of Licensor; or (e) sell
the Licensed  Products to any third party or Affiliate of Licensee or any of its
directors,  officers,  employees or any person having an equity participation in
or any other  affiliation  to Licensee,  without the prior  written  approval of
Licensor. Licensee shall include and shall enforce the following on all invoices
to its customers:

            "Limitations  on Sale by Buyer.  (A) Seller  expressly
            reserves the right to limit the amount of  merchandise
            delivered to only such quantities as are necessary to

<PAGE>

meet the reasonably expect demand at Buyer's store locations.

            (B) This  Merchandise  is sold to Buyer for  resale to the  ultimate
            consumer only. Buyer shall be expressly  prohibited from selling the
            merchandise  purchased  hereunder  to a retailer or other  dealer in
            like merchandise,  or to any party who Buyer knows, or has reason to
            know, intends to resell the merchandise.

            (C) The  merchandise  purchased  hereunder  may not be sold by Buyer
            from any of its store  location(s)  which  Seller has advised  Buyer
            does not qualify as an acceptable location."

            8.3 Samples of Manufactured Products.  Before Licensee shall sell or
distribute  any Licensed  Products in any Seasonal  Collection,  Licensee  shall
submit  samples of each of such  Licensed  Products  to  Licensor  for its prior
written  approval,  which  approval  may be withheld by Licensor in its sole and
absolute  discretion.  Any such  request  for  approval  shall be  submitted  to
Licensor  on the form  annexed  hereto  as  Exhibit  C.  Such  samples  shall be
submitted  sufficiently  far in  advance  to permit  Licensee  time to make such
changes as Licensor deems  necessary.  Any approval given  hereunder shall apply
only to that  Seasonal  Collection  for which it is submitted to Licensor.  Once
samples have been approved,  Licensee will  manufacture  only in accordance with
such  approved  samples and will not make any changes  for  manufacture  without
Licensor's prior written approval. All samples of Licensed Products submitted to
Licensor  pursuant to this  Paragraph 8.3 shall be provided at  Licensee's  sole
cost and  expense.  Licensee  shall  submit to  Licensor  additional  samples of
Licensed  Products upon  Licensor's  reasonable  request.  No Licensed  Products
(including  samples)  shall be distributed  and/or sold by Licensee  pursuant to
this Agreement unless such Licensed Products are in substantial  conformity with
and at least equal in quality to the samples previously  approved by Licensor in
accordance with this Paragraph 8.3.

            8.4 Non-Conforming  Products. In the event that any Licensed Product
is, in the judgment of Licensor,  not being  manufactured,  distributed  or sold
with  first  quality  workmanship  or in strict  adherence  to all  details  and
characteristics furnished by Licensor, Licensor shall notify Licensee thereof in
writing and Licensee  shall promptly  repair or change such Licensed  Product to
conform thereto.  If a Licensed Product as repaired or changed does not strictly
conform after Licensor's  request and such strict  conformity cannot be obtained
after at least one (1)  resubmission,  the Trademark  shall be promptly  removed
from the item, at the option of Licensor, in which event the item may be sold by
Licensee,  provided  such miscut or damaged  item does not contain any labels or
other  identification  bearing the Trademark without  Licensor's prior approval.
Notwithstanding  anything in this  paragraph 8.4 to the  contrary,  sales of all
products  of  Licensor's  design  whether or not bearing  the  Trademark,  shall
nonetheless  be  subject  to  royalty  payments  pursuant  to  Article 5 hereof.
Licensor may purchase at Licensee's  expense any Licensed  Products found in the
marketplace which, in Licensor's judgment, are inconsistent with approved

<PAGE>

            quality standards and bill such costs to Licensee. Licensee must pay
all royalties due on sales of nonconforming goods. Licensor may require Licensee
to recall any Licensed Products not consistent with approved quality  standards.
Licensee shall use its best efforts to comply.

            8.5 Approvals. All approvals required or permitted by this Agreement
must be in writing from Licensor to Licensee.  All matters requiring approval of
Licensor  or the  exercise  of its  discretion  shall be at the sole  subjective
discretion of Licensor.  A submission for approval  shall be deemed  disapproved
unless Licensor delivers a notice of approval within ten (10) business days from
date stamped receipt at Licensor's office. Licensor will make reasonable efforts
to  provide  a timely  response.  Licensor  shall  provide  an  explanation  for
disapprovals. Licensor has no obligation to approve, review or consider any item
which does not strictly comply with the required submission  procedures provided
that  Licensor  designates  the procedure  which was not  followed.  Approval by
Licensor  shall not be construed  as a  determination  that the approved  matter
complies with all applicable  regulations and laws. No disapproved item shall be
manufactured,  sold,  used,  distributed or advertised.  Licensee may revise any
disapproved  item and resubmit it.  Licensee  must  strictly  comply with all of
Licensor's decisions. The parties will adjust the approval forms as appropriate.
Upon  reasonable  notice,  Licensor  may  withdraw  approval  of any  previously
approved  item. In the event that it is reasonably  necessary for Licensor to do
on-site  developments and approvals,  Licensee will pay any and all expenses and
airfare  incurred by Licensor  with  respect to such  on-site  developments  and
approvals.

            8.6 Approval Withdrawal.  If the style, appearance or quality of any
Licensed  Product  ceases to be acceptable to Licensor,  Licensor shall have the
right in the  exercise of its sole  discretion  to withdraw its approval of such
Licensed Product. In the event that a style of Licensed Product comprises twenty
(20%)  percent or more of a "category",  Licensor may only withdraw  approval of
such Licensed  Product in the  reasonable  exercise of its  discretion.  For the
purposes  hereof,  a "category" shall mean (a) dress shoes; (b) casual shoes; or
(c) athletic shoes. Upon receipt of written notice from Licensor of its election
to withdraw  such  approval,  Licensee  shall  immediately  cease the use of the
Trademark in connection  with the  promotion,  advertising,  sale,  manufacture,
distribution  or use of such  Licensed  Product(s).  Notice of such  election by
Licensor to withdraw  approval shall not relieve Licensee from its obligation to
pay royalties on sales of such Licensed  Product(s) made by Licensee to the date
of disapproval or thereafter as permitted.  Licensee may, however, complete work
in process and utilize  materials on hand provided that it submits proof of such
work in progress and fabric inventory to Licensor.

            8.7 Samples and  Artwork.  Licensor  shall,  at least four (4) times
during each Annual Period, make available to Licensee certain samples,  designs,
colors,  fabric  samples,  tags,  labels,  packaging  and artwork  available  to
Licensor, and the cost of providing such materials shall be borne by Licensee at
the cost incurred by Licensor to provide the same. All right, title and interest
in and to samples,  sketches,  designs,  and other materials  furnished by or to
Licensee or submitted by or to Licensor  whether created by Licensor or Licensee
in connection with such Licensed Product, including any modifications

<PAGE>

            or  improvements  thereof  which  may  be  created  by  Licensor  or
Licensee,  are hereby  assigned to and shall be the sole property of Licensor as
between Licensee and Licensor, and are licensed hereunder solely and exclusively
for use in connection with the manufacture and sale of Licensed  Products in the
Territory.  Licensor  may use and permit  others to use said  designs  and other
materials  in any manner it desires,  provided  that such use does not  conflict
with any rights granted Licensee hereunder.  Licensee specifically  acknowledges
that  such  designs  and  other  materials  may be used by  Licensor  and  other
licensees on Licensed  Products in  jurisdictions  outside the  Territory and on
products other than Licensed  Products anywhere in the world. In addition to the
foregoing, for marketing purposes, Licensor shall, upon reasonable request, make
available to Licensee such of the following which are available to Licensor: (a)
reports on marketing policy of Licensor;  (b) reports on color, style and fabric
trends;  (c) samples of advertising  materials;  (d) display ideas;  (e) labels,
hangtags and packaging.

            8.8 Confidentiality. Licensee acknowledges that it will receive from
Licensor prints,  designs, ideas, sketches, and other materials or Trade Secrets
which  Licensor  intends to use on or in  connection  with lines of  merchandise
other than the Licensed  Products and which have not as yet found their way into
the channels of  distribution.  The parties  recognize that these  materials are
valuable  property of Licensor.  Licensee  acknowledges the need to preserve the
confidentiality  and secrecy of these materials and agrees to take all necessary
steps to  ensure  that use by it,  or by its  contractors  will in all  respects
preserve such  confidentiality  and secrecy.  Licensee shall take all reasonable
precautions  to protect  the  secrecy of the  materials,  samples,  and  designs
described  in this  Article  8 prior to  their  commercial  distribution  or the
showing of samples for sale,  and shall not sell any  merchandise  employing  or
adapted from any of said designs except under the Trademark. Licensor shall take
all  reasonable  precautions  to protect  the  secrecy of the  original  designs
created  by  Licensee  for  Licensed  Products  prior  to  their  advertisement,
commercial distribution or the showing of samples for sale. Neither Licensor nor
Licensee shall,  at any time during the term of this Agreement,  disclose or use
for any purpose,  other than as contemplated by this Agreement,  any revealed or
otherwise acquired confidential information and data relating to the business of
the other.

            8.9  Manufacture of Licensed Products by Third Parties.

                   (a)  For   purposes  of  this   Agreement   a  "Third   Party
Manufacturer"  shall be  defined  as an  entity or an  individual  which or whom
Licensee  either  hires  or  pays  to  manufacture  the  Licensed  Products.   A
"subcontractor"  shall be defined as an entity or an individual  which or whom a
Third Party Manufacturer either hires or pays to perform the manufacturing tasks
which the Third Party  Manufacturer  could  otherwise  perform itself at its own
facility or through its own employees and staff.  A "supplier"  shall be defined
as an individual or entity who produces  components  for the Licensed  Products,
and provides such  components to  manufacturer in order to assemble the finished
Licensed  Products.  Examples  of a supplier  include,  but are not  limited to,
fabric/trim manufacturers, yarn manufacturers, button manufacturers, or zipper

<PAGE>

                  manufacturers,  provided that such named  manufacturers do not
contribute further to the manufacture of the finished Licensed Products.

                  (b) Attached  hereto as Exhibit H is Licensor's  Supplier Code
of Conduct (the "Code")  which applies to any entity  manufacturing  merchandise
under the Tommy Hilfiger(R) label (including the components  thereof).  Licensee
shall ensure that Licensee and all Third Party Manufacturers, subcontractors and
suppliers  shall  comply  with the  terms of the Code and  shall  evidence  such
compliance by, (1) upon execution of this Agreement, Licensee executing the Code
and having all Third Party  Manufacturers,  subcontractors and suppliers execute
the  Code in the form as  attached  or such  other  form as may be  provided  by
Licensor  from time to time,  and returning  such document to Licensor,  and (2)
publicly displaying and having all Third Party Manufacturers, subcontractors and
suppliers display the Code, in the most current form provided by Licensor,  in a
clearly visible location in Licensee's  manufacturing facilities (if applicable)
and in the  manufacturing  facilities of Licensee's  Third Party  Manufacturers,
subcontractors and suppliers, at all times during the Term of this Agreement.

                  (c)  Licensee  acknowledges  that it has in  effect  (or  will
promptly  develop),  to the  satisfaction  of Licensor,  a program of monitoring
manufacturing   facilities   whether  operated  by  Licensee,   by  Third  Party
Manufacturers,  subcontractors and suppliers which is sufficient to ensure their
substantial compliance with the Code and all applicable state, local and foreign
laws and  regulations  pertaining  to wages,  overtime  compensation,  benefits,
hours, hiring and employment,  workplace conditions and safety, the environment,
collective bargaining, freedom of association and that their products or and the
components  thereof are made without the use of child  (persons under the age of
15 or younger than the age for completing compulsory  education,  if that age is
higher than 15), prison,  indentured,  exploited bonded,  forced or slave labor.
Such  compliance  shall  be  evidenced  by  Licensee,  upon  execution  of  this
Agreement,  executing  and abide by the  Certification  in the form as  attached
hereto as Exhibit G, and  executing and abiding by any such other form as may be
provided by Licensor from time to time.

                  (d)  Within  thirty  (30)  days  after   establishing   a  new
arrangement  with a Third Party  Manufacturer or  subcontractor,  Licensee shall
inspect each Third Party Manufacturer or subcontractor and provide approval,  in
writing,  signed by an authorized  employee or agent of Licensee that such Third
Party  Manufacturer  or  subcontractor  is in compliance  with Paragraph  8.9(c)
above,  and shall obtain and provide to Licensor the  signature of an authorized
representative  from  each  of  such  parties  on a  Third  Party  Manufacturing
Agreement in the form as Exhibit D attached hereto, or such other form as may be
provided  by  Licensor  from  time  to  time.  Within  thirty  (30)  days  after
establishing  a new  arrangement  with a  supplier,  Licensee  shall  obtain and
provide to Licensor the  signature  of an  authorized  representative  from each
supplier on a Certification  in the form as Exhibit G attached  hereto,  or such
other  form as may be  provided  by  Licensor  from  time to time.  In the event
Licensee has knowledge of, has reason to believe,  or should have reason to know
that any Third Party Manufacturer, subcontractor or supplier is in breach of the
Third  Party  Manufacturing  Agreement  or  Certification,  as the  case may be,
Licensee shall immediately notify Licensor and Licensee shall, at its sole

<PAGE>

                  expense,   take  immediate  action  to  rectify  such  breach,
including,  where  Licensor  deems it necessary,  immediate  termination  of its
relationship with such Third Party Manufacturer,  subcontractor or supplier.  If
Licensee  fails to take  immediate  action  or such  action  is not  successful,
Licensee   shall  assign  its  rights  to  proceed   against  such  Third  Party
Manufacturer,  subcontractor  or supplier to Licensor  and  Licensor  shall,  at
Licensee's  expense,  have the right to pursue all available remedies to protect
its rights.  Notwithstanding the foregoing,  Licensee acknowledges that it shall
remain primarily liable and completely  obligated under all of the provisions of
this Agreement in respect of the production of Licensed Products  hereunder.  In
the event that either  Licensee or Licensor  obtains  information in the form of
reports of employees or agents of either party,  indicating that any Third Party
Manufacturer,  subcontractor  or  supplier  may be in breach of the Third  Party
Manufacturing  Agreement  or  Certification,  it will upon  request of the other
party provide copies of any such reports.

                  (e) In order to maintain  Licensor's  high standard of quality
control   and  to  insure   that   appropriate   measures   are  taken   against
counterfeiting, Licensee shall provide notice to Licensor, on a quarterly basis,
including  all of the  following  information:  (i) the name and address of each
Third Party Manufacturer,  subcontractor and supplier; (ii) the type of Licensed
Products manufactured by such Third Party Manufacturer and subcontractor;  (iii)
quantity of Licensed  Products to be manufactured by each such entity;  (iv) the
type of  components  provided  by each  supplier;  and (iv) any  other  relevant
information regarding all such entities.

                  (f) Licensee  shall ensure that all  merchandise  manufactured
hereunder shall be manufactured in compliance with all federal,  state and local
laws  which  pertain  to  the  manufacture  of  clothing,   apparel,  and  other
merchandise  including the Flammable  Fabrics Act, as amended,  and  regulations
thereunder and Licensee guarantees, that with regard to all products, fabrics or
related  materials  used in the  manufacture  of  Licensed  Products,  for which
flammability  standards  have been issued,  amended or continued in effect under
the Flammable Fabrics Act, as amended,  reasonable and representative  tests, as
prescribed by the Consumer Product Safety Commission,  have been performed which
show that Licensed Products at the time of their shipment or delivery conform to
the above-referenced flammability standards as are applicable.

                  (g) All Licensed  Products  manufactured  in the United States
(whether  by  Licensee,   by  Licensee's   manufacturer  or  by   manufacturers'
contractors) shall be in compliance with all applicable requirements of Sections
6, 7, and 12 of the Fair Labor  Standards Act, as amended,  and all  regulations
and orders of the United  States  Department  of Labor under Section 14 thereof,
and applicable state and local laws pertaining to child labor,  minimum wage and
overtime  compensation;  and, all  Licensed  Products  manufactured  outside the
United  States,   (whether  by  Licensee,  by  Licensee's   manufacturer  or  by
manufacturers'  contractors)  shall be manufactured in compliance with the wage,
overtime  compensation,   benefits,  hour,  hiring  and  employment,   workplace
conditions  and  safety,  environmental,   collective  bargaining,   freedom  of
association  laws of the  country of  manufacture  and  without the use of child
(persons under the age of fifteen or younger than the age for completing

<PAGE>

                  compulsory education,  if that age is higher than 15), prison,
indentured, exploited bonded, forced or slave labor.

                  (h) Licensee will require that all commercial  invoices (bills
of lading)  which  accompany  all Licensed  Products  must include the following
language (either preprinted or "stamped"):

            "We  hereby  certify  that  the  merchandise  (including  components
            thereof)  covered by this  shipment was  manufactured  in compliance
            with the Tommy  Hilfiger  Supplier  Code of Conduct  and: (1) if the
            merchandise  was   manufactured   in  the  United  States,   it  was
            manufactured  in  compliance  with (a)  sections 6, 7, and 12 of the
            Fair Labor  Standards Act, as amended and all regulations and orders
            of the United  States  Department of Labor under section 14 thereof,
            and (b) state and local laws pertaining to child labor, minimum wage
            and  overtime   compensation;   or  (2)  if  the   merchandise   was
            manufactured  outside  the United  States,  it was  manufactured  in
            compliance with the wage and hour laws of the country of manufacture
            and without the use of child (persons under the age of 15 or younger
            than the age for  completing  compulsory  education,  if that age is
            higher than 15), prison,  indentured,  exploited  bonded,  forced or
            slave labor.  We further certify that we have in effect a program of
            monitoring  our  subcontractors  and suppliers and other  designated
            contract   facilities  which  manufacture  Tommy  Hilfiger(R)  brand
            merchandise for compliance with the foregoing.  We also certify that
            the  merchandise  is in  compliance  with  all  laws  governing  the
            designation  of  country  of origin  and,  if  applicable,  is being
            shipped under legally issued and valid export license or visa."

            (i)   Licensee   shall  not   utilize  or  permit  any  Third  Party
Manufacturer,  subcontractors  or  suppliers  to utilize in the  manufacture  or
treatment  of  any  Licensed   Products   (including  the  components   thereof)
manufactured  hereunder any Azo dyes that can be split into any of the following
amines:

                             CAS #                                     CAS #

4-Aminobiphenlyl             92-67-1  3,3'-Dimethoxybenzidine          119-90-4
Benzidine                    92-87-5  3,3'-Dimethylbenzadine           119-93-7
4-Chloro-o-toluidine         95-69-2  3,3'-Dimethyl-                   838-88-0
2-Naphthylamin               91-59-8     4,4'diaminodiphenylmethane
o-Aminoazotoluol             97-56-3  p-Kresidin                       120-71-8
2-amino-4-nitrotoluol        99-55-8  4,4'Methaylen-bis-(2-chloranilin)101-14-4
p-Chloroaniline              106-47-8 4,4'Oxydianiline                 101-80-4
2,4-Diaminoanisole           615-05-4 4,4'Thiodianiline                139-65-1
4,4'-Diaminodiphenylmethane  101-77-9 o-Toluidine                      95-53-4
3,3'-Dichlorbenzidin         91-94-1  2,4-Toluylenediamine             95-80-7
Aminoanabenzane                       2,4,5-Trimethylaniline           137-17-7
                                      o-Anisidine

<PAGE>

                  (j)   Licensee's   use  or  any  of   Licensee'   Third  Party
Manufacturers,  subcontractors  or suppliers use of the  following  chemicals in
connection with the  manufacturer  or treatment of any of the Licensed  Products
(including  the  components  thereof)  manufactured   hereunder,   shall  be  in
accordance  with the following  standards or such other  standards  Licensor may
designate from time to time:

                        (i)   Formaldehyde:  Must be less than 300 p.p.m. when
                              tested  in  by  the   Acetylacetone   method  in
                              accordance with Japanese law 112.

                        (ii)  Pentachlorophenol  (Pesticides):  Must  be  less
                              than 5 p.p.m.

                  and;        (iii)  Nickel:  In the event any metal  parts of a
                              garment or other  merchandise  coming into contact
                              with the  skin,  contain  nickel  in excess of 0.5
                              micrograms  per square  centimeter/week,  Licensor
                              must be so  notified  and special  warning  labels
                              need to be attached to the garment.

            8.10  Compliance  with  Applicable   Laws.  All  Licensed   Products
manufactured, distributed or sold by, or on behalf of, Licensee shall be marked,
labeled,  packaged,  advertised,  distributed  and sold in accordance  with this
Agreement,  in accordance with all applicable laws, rules and regulations in the
Territory,  and in such a manner  as will not tend to  mislead  or  deceive  the
public.  At the request of  Licensor,  Licensee  shall cause to be placed on all
Licensed  Products  appropriate  notice  designating  Licensor as the trademark,
copyright  or design  patent  owner  thereof,  as the case may be. The manner of
presentation of said notice shall be determined by Licensor.

            8.11  Inspection of Facilities.  Licensee shall  regularly,  and not
less than two (2) times per year,  inspect the  facilities it utilizes and those
facilities utilized by Third Parties for compliance with Paragraph 8.9 and shall
take all action necessary to cure any deficiencies. Licensee further agrees that
it shall  terminate any agreement with any third party found to be in default of
the terms of this provision on three (3) separate inspections.  Licensor and its
duly  authorized  representatives  shall have the right,  during normal business
hours  and upon  reasonable  notice,  to  inspect  all  facilities  utilized  by
Licensee,   Licensee's   third  party   manufacturers,   and  such  third  party
manufacturers'  contractors  and suppliers in connection  with the  manufacture,
sale,  storage or  distribution  of  Licensed  Products,  and to examine (i) the
Licensed Products at all stages  manufacture;  (ii) the manufacturing  facility,
residential  facilities  (if  any)  and  any  manufacturing  and/or  residential
facility;  (iii) the books and  records  relating to  employee  wages,  employee
timecards,  evidence of employee age,  shipping  documents,  cutting reports and
other  documentation  relating to the  manufacture  and shipment of the Licensed
Products;  and (iii) the books and records  relating to the use of chemicals and
dyestuffs in the fabrics,  trims,  garments and other components of the Licensed
Products manufactured hereunder.

<PAGE>

            8.12 Rules and  Regulations.  To the extent  permitted by applicable
law,  Licensor  may,  from time to time,  promulgate  rules and  regulations  to
Licensee  relating to the manner of use of the Trademark.  Licensee shall comply
with all such rules and regulations.

            8.13 Disposal of Seconds and Close-Outs.

                  (a) Seconds.  Licensee shall only sell Licensed Products which
are  Seconds  in a way which  shall not  reduce  the value of the  Trademark  or
detract from its reputation  and shall obtain the express prior written  consent
of Licensor with respect to the terms and method of such  disposal.  All Seconds
approved for sale by Licensor shall be clearly marked  "Seconds" or "Irregular".
The Net Sales of Seconds of any of the Licensed  Products  which may be disposed
of pursuant to this Paragraph 8.13(a) shall not, in any event,  exceed five (5%)
percent of the Net Sales of Licensed Products distributed or sold by Licensee in
any Annual Period.

                  (b)  Close-Outs.  All  Close-Outs,  shall  be sold  only  with
Licensor's  prior  written  approval,  which  Licensor  may withhold in its sole
discretion,  through retail outlets and traditional and accepted dealers in such
merchandise  and upon such terms and  conditions as Licensee,  in its reasonable
discretion,  determines  appropriate  and shall not be sold to any person  which
Licensee  knows,  or has reason to know,  will export such  Close-Outs  from the
Territory. The Net Sales of Close-Outs of any of the Licensed Products which may
be  disposed  of pursuant  to this  Paragraph  8.13(b)  shall not, in any event,
exceed fifteen (15%) percent of the Net Sales of Licensed  Products  distributed
or sold by Licensee.

            8.14 Assistance By Licensor.  Licensee shall have the right to cause
its personnel to reasonably visit Licensor's offices,  factories,  showroom, and
other places of business,  and also to attend Licensor's sales meetings in order
to obtain  additional  know-how and  assistance.  The  scheduling of such visits
shall be at times mutually  convenient to the parties hereto. In connection with
such  visits,  Licensee  shall  bear all  airfare to and from,  and  subsistence
expenses of Licensee's representatives. In the event Licensee requests Mr. Tommy
Hilfiger  or any  other  member(s)  of  Licensor's  staff  to  make  a  personal
appearance,  to attend any function, to visit Licensee's manufacturing plants or
facilities  or to attend  any  design  meetings,  Licensee  shall pay all of the
reasonable  expenses in  connection  therewith,  including  air travel and hotel
accommodations,  and other reasonable services of Licensor's choosing.  Licensee
shall reimburse Licensor for all reasonable expenses so incurred by Licensor. On
at least two (2) months notice, Licensor shall have Mr. Tommy Hilfiger appear at
Licensee's launch party. At Mr. Tommy Hilfiger's personal  appearances for other
licensed  products,  Licensor shall make reasonable efforts to have the Licensed
Products visually enhanced.

            8.15 Meetings. Licensor may from time to time but no more than twice
a year hold a meeting of Licensor's Licensees/Distributors. Licensee agrees upon
receipt of reasonable notice to attend any such meeting(s) at its own expense.

<PAGE>

            8.16 Design Rights.  Licensee  acknowledges and agrees that Licensor
owns or shall own all design  rights,  regardless  of whether  such designs were
created by Licensor  or by or on behalf of  Licensee.  Licensee  agrees to make,
procure and execute all assignments necessary to vest ownership of design rights
in Licensor.  Licensee shall place appropriate notices,  reflecting ownership of
design rights by Licensor, on all the Licensed Products, packaging, tags, labels
and advertising and promotional materials.  Licensee shall not do or allow to be
done anything which may adversely  affect any of Licensor's  design rights.  All
designs used by Licensee for the Licensed Products shall be used exclusively for
the Licensed  Products and may not be used under any other  trademark or private
label without the prior written consent of Licensor. Licensee shall disclose and
freely make available to Licensor any and all  developments  or  improvements it
may make relating to the Licensed Products and to their  manufacture,  promotion
and sales, including,  without limitation,  developments and improvements in any
machine,  process or product  design,  that may be  disclosed  or  suggested  by
Licensor or  regarding  any patent or  trademark  which  Licensee is entitled to
utilize.

            8.17 Pricing.  Licensee  acknowledges  that in order to preserve the
goodwill  attached to the  Trademark,  the Licensed  Products  should be sold at
prices and terms  reflecting the prestigious  nature of the Trademark,  it being
understood,  however,  that  Licensor is not  empowered  to fix or regulate  the
prices for which the Licensed  Products are to be sold,  either at the wholesale
or retail level.

            8.18 Cost of  Designs.  Licensor  will only be  responsible  for its
ordinary  pre-adoption  costs  associated with the preparation and submission of
designs by Licensor to Licensee of  inspirational  sketches or prototypes  only.
Licensee  shall  pay for  all  other  pre and  post-adoption  design  costs  for
Licensor's designs and all design costs for Licensee's  designs,  as well as all
extraordinary  costs such as  expedited  shipping  charges  associated  with the
delivery of the designs.

            8.19  Morals.  Mr.  Tommy  Hilfiger's  conduct  shall  be with due
regard to public  conventions and morals,  and Mr. Tommy Hilfiger has not done
and shall not do or commit any act that will degrade him before a  substantial
portion of society or bring him into  public  hatred.  If Mr.  Tommy  Hilfiger
shall  materially  breach this provision,  Licensee may terminate this License
on six (6) months written notice to Licensor.


                           ARTICLE 9.  THE TRADEMARK

            9.1 Rights to the Trademark.  Licensee  acknowledges the great value
of the  goodwill  associated  with  the  Trademark,  and  acknowledges  that the
Trademark and all the rights  therein,  and goodwill  attached  thereto,  belong
exclusively to Licensor. Licensee will not, at any time, do, or otherwise suffer
to be done any act or thing which may, in any way,  adversely  affect any rights
of  Licensor  in and to the  Trademark  or any  registrations  thereof or which,
directly or indirectly, may reduce the value of the Trademark or detract

<PAGE>

            from its  reputation.  Nothing  contained in this Agreement shall be
construed as an assignment or grant to Licensee of any right,  title or interest
in or to  the  Trademark,  or any  of  Licensor's  other  trademarks,  it  being
understood that all rights relating thereto are reserved by Licensor, except for
the License  hereunder to Licensee of the right to use and utilize the Trademark
only as specifically and expressly  provided herein.  Licensee shall not file or
prosecute a trademark or service mark  application or  applications  to register
the  Trademark  in  respect  of the  Licensed  Products  or any  other  goods or
services.  Licensee shall not,  during the term of this Agreement or thereafter,
(a) attack Licensor's title or right in and to the Trademark in any jurisdiction
or attack the validity of this License or the  Trademark or (b) contest the fact
that  Licensee's  rights  under  this  Agreement  (i)  are  solely  those  of  a
manufacturer  and distributor  and, (ii) subject to the provisions of Article 11
hereof,  cease  upon  termination  of this  Agreement.  The  provisions  of this
paragraph 9.1 shall survive the termination of this Agreement.

            9.2 Protecting the Trademark.  Licensee shall cooperate fully and in
good faith with Licensor for the purpose of securing,  preserving and protecting
Licensor's rights in and to the Trademark. At the request of Licensor,  Licensee
shall  execute and deliver to Licensor  any and all  documents  and do all other
acts and things which  Licensor  deems  necessary or  appropriate  to make fully
effective or to  implement  the  provisions  of this  Agreement  relating to the
ownership or registration of the Trademark.

            9.3  Compliance  with  Legal  Requirements.  Licensee  will  use the
Trademark in the Territory  strictly in compliance  with the legal  requirements
therein.  Whenever any Trademark is used on any item of packaging or labeling or
in any advertisement, it must be followed, in the case of a registered trademark
by the registration  symbol, i.e., R, and in the case of all other trademarks by
the symbol TM, or other  appropriate  symbols of similar  import  acceptable  to
Licensor.  Licensee  shall duly  display all other  notices  with respect to the
Trademark,  on the Licensed Products and otherwise, as are or may be required by
the  trademark  laws and  regulations  applicable  within  the  Territory.  Upon
expiration or termination of this Agreement for any reason whatsoever,  Licensee
will execute and deliver to Licensor any and all documents  required by Licensor
terminating any and all trademark registrations,  Registered User agreements and
other documents regarding this Trademark.

            9.4  Ownership of Copyright.  Any copyright  which may be created in
any sketch, design, print, package,  label, tag or the like designed or approved
or used  with the  Trademark  by  Licensor  will be the  property  of  Licensor.
Licensee will not, at any time,  do, or otherwise  suffer to be done, any act or
thing  which may  adversely  affect any  rights of  Licensor  in such  sketches,
designs,  prints,  packages,  labels,  tags and the like and will, at Licensor's
request,  do all things reasonably  required by Licensor to preserve and protect
said rights.

            9.5 Notice of  Infringement.  Licensee  shall  notify  Licensor in
writing of any  infringement  or imitation of the  Trademark or the use by any
person of any  trademarks or tradenames  confusingly  similar to the Trademark
promptly  as same  may  come  to the  attention  of  Licensee.  Licensor  will
thereupon

<PAGE>

            take such action as it deems  advisable  for the  protection  of the
Trademark  and its rights  therein,  and Licensee  shall assist  Licensor in the
prosecution of any such suit, as Licensor may reasonably  request, at Licensor's
expense. In no event,  however,  will Licensor be required to take any action if
it deems it  inadvisable  to do so and  Licensee  will have no right to take any
action  with  respect to the  Trademark  without  the prior  written  consent of
Licensor.  In the event a third party  infringes the use of the Trademark in the
Territory on items  similar to the Licensed  Products,  Licensor  shall take all
advisable  and necessary  measures to protect the Trademark and Licensee  agrees
that, at Licensor's request, it will pay the reasonable costs incurred therefor,
including judicial expenses and legal fees.

            9.6 Counterfeit  Protection.  Licensee shall use its best efforts to
prevent counterfeiting.  All Licensed Products shall bear and use any reasonable
counterfeit  preventive system, devices or labels designated by Licensor. At its
option,  Licensor may supply the system,  devices or labels  (provided that they
are supplied on a timely basis),  which Licensee must use and for which Licensee
shall pay all reasonable costs in advance.

            9.7 Use of Other Trademarks. At all times while this Agreement is in
effect,  neither Licensee,  nor any company  affiliated with Licensee,  owned or
controlled  by  Licensee,   under  common   ownership   with  or  having  common
stockholders  as  Licensee,  in which the owner of Licensee is a partner,  or in
which  Licensee  is a partner,  shall act as a licensee  or  distributor  in the
Territory of any products  included in  Paragraph  1.10 under any name  directly
competitive  with  Licensor  without the prior  written  approval  of  Licensor.
Nothing  herein is to be construed so as to prohibit  Licensee  from acting as a
manufacturer  only of such  products  under a name  competitive  with  Licensor,
providing that Licensee shall not be the licensee or  distributor  thereof.  The
design  and  style of any  such  products  or any of  Licensee's  private  label
products,  must be clearly  distinguished  from the Licensed  Products.  If such
consent is given, unless prohibited by other agreements,  Licensee shall provide
Licensor  with  samples  of  any  other   products,   lines  or  collections  it
manufactures or has  manufactured for it or distributed for it which do not bear
the  Trademarks.  A breach  of this  clause  shall  constitute  a  violation  of
Licensee's  obligation  to use its best  efforts to exploit  this  license.  The
design,  merchandising,  packaging,  sales  and  display  of all  of  Licensee's
non-licensed products shall be separate and distinct from the Licensed Products.
Licensee shall maintain a separate area for exhibition of the Licensed  Products
wherever the Licensed Products are sold.

            9.8 Use of Trademark on Invoices,  etc. The use of the  Trademark by
Licensee  on  invoices,   order  forms,  stationery  and  related  materials  in
advertising  in telephone  or other  directory  listings is permitted  only upon
Licensor's  prior written approval of the format in which the Trademark is to be
so used, the  juxtaposition  of the Trademark with other words and phrases,  and
the content of the copy prior to the initial such use of the Trademark and prior
to any material change  therein;  provided,  however,  that each such use of the
Trademark is only in conjunction  with the  manufacture,  sale,  distribution or
advertisement of Licensed Products pursuant to this Agreement.

<PAGE>

            9.9 Monitoring. Licensee shall actively monitor use of the Trademark
by Licensee  and its  customers  and shall use its best efforts to see that such
use does not impair the image or reputation  heretofore or hereafter established
by Licensor for products  bearing the  Trademark;  provided,  however,  that the
Licensee  shall have no  obligation  to place any  unlawful  restriction  on its
customers.

                            ARTICLE 10.  INSOLVENCY

            10.1  Effect of  Proceeding  in  Bankruptcy,  etc.  If either  party
institutes  for its  protection or is made a defendant in any  proceeding  under
bankruptcy,  insolvency,  reorganization or receivership law, or if either party
is placed in  receivership or makes an assignment for benefit of creditors or is
unable to meet its debts in the regular course of business,  the other party may
elect to terminate  this  Agreement  immediately  by written notice to the other
party without  prejudice to any right or remedy the terminating  party may have,
including,  but not limited  to,  damages for breach to the extent that the same
may be recoverable.

            10.2 Rights,  Personal. The license and rights granted hereunder are
personal to  Licensee.  No  assignee  for the  benefit of  creditors,  receiver,
trustee in bankruptcy, sheriff or any other officer or court charged with taking
over custody of Licensee's assets or business,  shall have any right to continue
performance  of this  Agreement or to exploit or in any way use the Trademark if
this Agreement is terminated pursuant to Paragraphs 11.1 and 11.2, except as may
be required by law.

            10.3  Trustee  in  Bankruptcy.  Notwithstanding  the  provisions  of
Paragraph 10.2 above, in the event that,  pursuant to the applicable  bankruptcy
law (the "Code"), a trustee in bankruptcy,  receiver or other comparable person,
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,
which  assignment  satisfies  the  requirements  of the  Code,  the  trustee  or
Licensee,  as the case may be,  shall notify  Licensor of same in writing.  Said
notice  shall set forth  the name and  address  of the  proposed  assignee,  the
proposed  consideration  for the  assignment  and  all  other  relevant  details
thereof.  The giving of such notice  shall be deemed to  constitute  an offer to
Licensor  to  have  this  Agreement  assigned  to it or its  designee  for  such
consideration,  or its equivalent in money, and upon such terms as are specified
in the notice.  The aforesaid  offer may be accepted by Licensor only by written
notice given to the trustee or Licensee, as the case may be, within fifteen (15)
days after Licensor's  receipt of the notice to such party. If Licensor fails to
deliver such notice  within the said fifteen (15) days,  such party may complete
the assignment  referred to in its notice, but only if such assignment is to the
entity  named in said  notice  and for the  consideration  and  upon  the  terms
specified  therein.  Nothing  contained  herein  shall be deemed to  preclude or
impair any  rights  which  Licensor  may have as a  creditor  in any  bankruptcy
proceeding.

<PAGE>

                           ARTICLE 11.  TERMINATION

            11.1 Other Rights  Unaffected.  It is  understood  and agreed that
termination by Licensor on any ground shall be without  prejudice to any other
remedies which Licensor may have.

            11.2 Termination Without Notice. If any of the following grounds for
termination shall occur, this Agreement shall thereupon  forthwith terminate and
come to an end without any need for notice from Licensor:

                  (a) If  Licensee  shall  make an  unauthorized  disclosure  of
confidential  information,  Trade  Secrets,  or  materials  given or  loaned  to
Licensee by Licensor;

                  (b) If Licensee institutes  proceedings seeking relief under a
bankruptcy  act or any similar law, or  otherwise  violates  the  provisions  of
paragraph 10.1 thereof;

                  (c) If Licensee transfers or agrees to transfer  substantially
all of its  property,  its shares of stock or, this  Agreement  in  violation of
Article 17 thereof;

                  (d)  If  Licensee  shall  sell  unapproved   merchandise  in
violation of paragraph 8.3 hereof;

                  (e) If Licensee shall,  without the prior written consent of
Licensor, use the Trademark in an unauthorized or improper manner;

                  (f) If Licensee  shall use the Trademark in connection  with
another trademark or name; and/or

                  (g)  If  Licensee   shall  place  or   participate   in  any
advertising prohibited by Article 7.

            11.3  Termination  With  Notice.  If  Licensee  breaches  any of its
obligations  under this Agreement,  other than those specified in Paragraph 11.2
above,  Licensor may terminate this Agreement by giving Notice of Termination to
Licensee.  Termination  will  become  effective  automatically  unless  Licensee
completely  cures the  breach  within  fifteen  (15) days of the  giving of such
Notice.  Termination  based upon  Licensee's  failure to comply with the Minimum
Sales Levels set forth in Paragraph 4.2 shall become  effective thirty (30) days
after the giving of the Notice. If the notice relates to royalties or to product
quality, pending cure Licensee shall ship no Licensed Products; if Licensee does
ship, it shall automatically  forfeit its right to cure and the License shall be
terminated.  Upon the giving of a Notice of Termination for the second time, for
any reason,  Licensee shall no longer have the right to cure any violation,  and
termination shall be effective upon the giving of the Notice.

            11.4  Effect  of   Termination.   On  the   termination   of  this
Agreement  for any reason  whatsoever:   all of the rights of  Licensee  under
this Agreement

<PAGE>

shall forthwith  terminate and immediately revert to Licensor;  all royalties on
sales theretofore made shall become immediately due and payable;  Licensee shall
forthwith discontinue all use of the Trademark,  except that Licensee may have a
period of ninety (90) days after such  termination  to  consummate  all sales of
Licensed Products which were firm upon the delivery of the Inventory Schedule in
accordance  with  Paragraph 11.5 hereof and to sell the balance of the Inventory
not purchased by Licensor,  and royalties  with respect  thereto shall be due on
such  ninetieth  day.  Licensor  shall  have the  right to  conduct  a  physical
inventory of the Licensed Products in Licensee's possession or control. Licensee
will  completely  remove the Trademark  from  Licensed  Products and destroy all
hangtags and labeling  attached to such Licensed  Products.  Licensee  shall, at
Licensee's expense, either return to Licensor all remaining Inventory after such
ninetieth (90th) day or destroy all remaining Inventory under the supervision of
Licensor.  Licensee shall no longer use the Trademark, any variation,  imitation
or simulation thereof, or any Trademark similar thereto;  Licensee will promptly
transfer to Licensor, free of charge, all registrations, filings and rights with
regard to the Trademark  which it may have  possessed at any time;  and Licensee
shall  thereupon  deliver to Licensor,  free of charge,  all sketches,  designs,
colors and the like in its  possession  or  control,  designed  or  approved  by
Licensor,  and all Labels  supplied  by  Licensor in  Licensee's  possession  or
control.  Licensor  shall have the option,  exercisable  upon notice to Licensee
within thirty (30) days of termination,  to negotiate the purchase of the Labels
which have not been supplied by Licensor.  If such negotiations do not result in
the purchase of the Labels not supplied by Licensor,  Licensee shall destroy the
Labels under the supervision of Licensor, and Licensee, shall supply to Licensor
a certificate of  destruction  thereof  signed by a duly  authorized  officer of
Licensee.

            11.5  Inventory  Upon  Termination.  Within  twenty (20) days of the
termination of this Agreement for any reason whatsoever,  Licensee shall deliver
to Licensor an Inventory  Schedule.  The Inventory Schedule shall be prepared as
of the close of  business  on the date of such  termination  and  shall  reflect
direct  cost of each  such  item  (not  including  overhead  or any  general  or
administrative expenses).  Licensor thereupon shall have the option, exercisable
by notice in writing  delivered  to Licensee  within  thirty (30) days after its
receipt  of the  complete  Inventory  Schedule,  to  purchase  any or all of the
Inventory  for an amount  equal to the  Licensee's  standard  cost  (the  actual
manufacturing cost). In the event such notice is sent by Licensor,  Licensor may
collect  the  Inventory  referred  to  therein  within  ninety  (90) days  after
Licensor's said notice.  Licensor will pay such Licensee for such Inventory upon
such collection.  In the event such notice is not sent,  Licensee may dispose of
the  Licensed  Products  within  ninety  (90)  days of the date of  termination;
provided, however, that any advertising used during such period shall be subject
to  Licensor's  prior  written  approval  and such  disposition  of the Licensed
Products shall be subject to Licensee's  obligations hereunder,  including,  but
not limited to payments to be made to  Licensor.  At the end of such ninety (90)
day period, any Licensed Products  remaining in Licensee's  possession shall, at
the request of Licensor, be destroyed.

            11.6  Freedom  to  License.  In the event of  termination  of this
Agreement  or  the  receipt  by  Licensor  of a  notice  of  termination  from
Licensee,

<PAGE>

            Licensor shall be free to license to others the use of the Trademark
in  connection  with  the  manufacture  and  sale of  Licensed  Products  in the
Territory,  but  only if the sale of such  Licensed  Products  in the  Territory
produced  pursuant to such third party  agreement is prohibited  until after the
termination of this Agreement.

            11.7  Equitable  Relief.  Licensor and Licensee shall be entitled to
equitable relief by way of temporary and permanent injunction and such other and
further relief as any court with jurisdiction may deem just and proper.

                 ARTICLE 12.  RELATIONSHIP BETWEEN THE PARTIES

            12.1 No Agency.  Licensee shall not represent itself as the agent or
legal  representative of Licensor,  Licensor's  affiliates or Tommy Hilfiger for
any  purpose  whatsoever  and  shall  have no  right to  create  or  assume  any
obligation of any kind, express or implied,  for or on behalf of them in any way
whatsoever.  Licensor shall similarly not represent itself as the agent or legal
representative of Licensee.

                      ARTICLE 13.  INTENTIONALLY OMITTED


                             ARTICLE 14.  BENEFIT

            14.1 Benefit.  This  Agreement  shall inure to the benefit of and be
binding  upon the  parties  hereto,  and,  subject to  Article 17 hereof,  their
successors and assigns.

                   ARTICLE 15.  ENTIRE AGREEMENT; AMENDMENT

            15.1 Entire  Agreement;  Amendment.  This Agreement  constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof
and this Agreement may not be amended or modified, except in a writing signed by
both parties hereto.

                            ARTICLE 16.  NON-WAIVER

            16.1  Non-Waiver.  The  failure  of

either  party to enforce at any time any term,  provision  or  condition of this
Agreement, or to exercise any right or option herein, shall in no way operate as
a waiver thereof,  nor shall any single or partial  exercise  preclude any other
right or  option  herein;  and no  waiver  whatsoever  shall be valid  unless in
writing, signed by the waiving party, and only to the extent herein set forth.

                            ARTICLE 17.  ASSIGNMENT

            17.1  No  Assignment  Without  Consent.  The  license  and  rights
granted to Licensee  hereunder  are  personal in nature,  and Licensee may not
and shall not

<PAGE>

            sell,  transfer,  lease,  sublicense or assign this Agreement or its
rights and  interest  hereunder,  or any part  hereof,  by  operation  of law or
otherwise,  without the prior written consent of Licensor,  which consent may be
withheld by Licensor in its sole and absolute  discretion,  except that Licensee
shall have the right, upon written notice to Licensor,  to assign this Agreement
to a corporation,  subsidiary or affiliate  under the same direction and control
as Licensee;  provided, however, that in such event Licensee agrees to guarantee
the  performance and  obligations of such  corporation,  subsidiary or affiliate
under this Agreement.

            17.2  Sale  of  Assets.   A  sale  or  other   transfer  of  all  or
substantially  all of the  assets  of  Licensee  or a change in the  control  of
Licensee  other  than as  permitted  under  Paragraph  17.1  shall be  deemed an
assignment of Licensee's  rights and interests under this Agreement to which the
terms and conditions of Paragraph 17.1 of this Agreement shall apply.

            17.3 Sale of  Stock/Interest.  Any transfer,  by operation of law or
otherwise,  of Licensee's  interest in this  Agreement (in whole or in part),  a
fifty (50%) percent or greater interest in one or in a series of transactions in
Licensee  (whether  stock,  partnership,  interest or otherwise) or any interest
directly or indirectly to a competitor of Licensor shall be deemed an assignment
of Licensee's  rights and interest  under this  Agreement to which the terms and
conditions  of Paragraph  17.1 of this  Agreement  shall apply.  The issuance of
shares  of stock to other  than the  existing  shareholders  is  deemed  to be a
transfer of that stock for the purposes of this  paragraph.  If there has been a
previous transfer of less than a fifty (50%) percent interest in Licensee,  then
any other  transfer of an  interest  in  Licensee  which when added to the total
percentage previously  transferred totals a transfer of greater than fifty (50%)
percent  interest  of  Licensee,  shall be deemed an  assignment  of  Licensee's
interest in this  Agreement  within the meaning of this  Paragraph  to which the
terms and conditions of Paragraph 20.1 shall apply.

            17.4  Assignment  by  Licensor.  Licensor  shall have a complete and
unrestricted right to sell,  transfer,  lease or assign its rights and interests
in this  Agreement  to any  domestic or foreign  corporation  or other  business
entity,  providing that such  transferee  agrees to be bound by all of the terms
hereof and is the holder of the Trademark in the Territory. When Licensor wishes
to sell,  transfer,  lease or assign its rights and interests in this Agreement,
Licensor shall do so on notice to Licensee.

                  ARTICLE 18.  INDEMNIFICATION AND INSURANCE

            18.1 Indemnification by Licensee. Licensee does hereby indemnify and
hold  harmless  Licensor,   Tommy  Hilfiger,  and  their  directors,   officers,
employees,  agents, officials and related companies from and against any and all
losses,  liability,  damages and expenses (including  reasonable attorneys' fees
and expenses)  which they or any of them may incur or be obligated to pay in any
action, claim or proceeding against them or any of them, for or by reason of any
acts, whether of omission or commission, that may be committed or suffered by

<PAGE>

            Licensee or any of their servants, agents or employees in connection
with Licensee's performance of this Agreement, including but not limited to:

                  18.1.1.     any  alleged  defect  in any  Licensed  Product,
regardless  of  whether  the  action  is  based  upon   negligence  or  strict
liability,  and  regardless  of whether the alleged  negligence of Licensor is
characterized as "passive" or "active";

                  18.1.2.     the manufacture,  labelling,  sale, distribution
or advertisement of any Licensed Product by Licensee;

                  18.1.3.     any  violation of any  warranty,  representation
or agreement made by Licensee pertaining to a Licensed Product;

                  18.1.4.     the  claim  of any  broker,  finder  or agent in
connection with the making of this Agreement or any transactions  contemplated
by this Agreement.

The  provisions of this  paragraph and Licensee's  obligations  hereunder  shall
survive any termination or rescission of this Agreement.

            18.2  Notice  of Suit  or  Claim.  Licensee  shall  promptly  inform
Licensor by written  notice of any suit or claim  against  Licensee  relating to
Licensee's  performance under this Agreement,  whether such suit or claim is for
personal injury, involves alleged defects in the Licensed Products manufactured,
sold or distributed hereunder, or otherwise.

            18.3 Indemnification by Licensor. Licensor does hereby indemnify and
hold harmless  Licensee,  against any and all  liabilities,  damages and expense
(including  reasonable  attorneys'  fees, costs and expenses) which Licensee may
incur or be  obligated  to pay in any  action  or  claim  against  Licensee  for
infringement  of any other  person's  claimed  right to use a  trademark  in the
Territory,  but only where such action or claim results from  Licensee's  use of
the Trademark in the Territory in accordance  with the terms of this  Agreement.
Licensee  shall give Licensor  prompt written notice of any such claim or action
and thereupon  Licensor  shall  undertake and conduct the defense of any suit so
brought. It is understood,  however, that if there is a dispute between Licensor
and  Licensee  as to  whether  the suit was  brought  as a result of  Licensee's
failure to use the  Trademark  in  accordance  with the terms of this  Agreement
Licensee  may be  required  to  conduct  such  defense  unless  and  until it is
determined  that  no  such  misuse  of the  Trademark  occurred.  In  the  event
appropriate  action  is not taken by  Licensor  within  thirty  (30) days of its
receipt of notice from  Licensee,  Licensee  shall have the right to defend such
claim or action in its own name,  but no  settlement  or  compromise of any such
claim or action may be made without the prior written  approval of Licensor.  In
either case,  Licensor and Licensee  shall keep each other fully  advised of all
developments  and shall  cooperate  fully with each other and in all respects in
connection with any such defense.  Such indemnification shall be deemed to apply
solely to the amount of the judgment, if any, against Licensee, and sums paid by
Licensee  in  connection   with  its  defense,   and  shall  not  apply  to  any
consequential damages suffered by Licensee which are not included in the

<PAGE>

            aforementioned judgment. Such indemnification shall not apply to any
damages sustained by Licensee by reason of such claimed  infringement other than
those specified above.

            18.4  Insurance.

                  (a)  Requirements.   Without  limiting  Licensee's   liability
pursuant to the indemnity provisions of this Agreement,  Licensee shall maintain
comprehensive  general liability  insurance in the amount of at least $5,000,000
(combined  single  limit  per  occurrence)  with a broad  form  property  damage
liability   endorsement.   This  insurance  shall  include  broad  form  blanket
contractual  liability,   personal  injury  liability,   advertising  liability,
products and completed operations  liability.  Each coverage shall be written on
an "occurrence" form.

                  (b) Theft and  destruction  coverage.  Licensee shall purchase
insurance against theft and destruction of the Licensed Products which shall (1)
be written on an "all risk" basis; (2) provide that Licensee shall be reimbursed
for loss in an amount equal to the manufacturer's selling price for the products
(this may be  accomplished  by either a selling  price  endorsement  or business
interruption  insurance);  (3) provide that Licensor is added as a loss payee as
respects loss to Licensed Products; (4) be in effect while goods are on premises
owned, rented or controlled by Licensee and while in transit or storage; and (5)
include a brand and label  clause  stating that the insurer will pay the cost of
removing Licensor's name from damaged merchandise and relabeling goods.

                  (c)   General   provisions.   The   insurance   described   in
subparagraphs (a) and (b) shall include: (1) a cross-liability  endorsement; (2)
an  endorsement  stating that  Licensor  shall receive at least thirty (30) days
written  notice  prior  to  cancellation  or  non-renewal  of  coverage;  (3) an
endorsement naming Licensor as an insured;  (4) an endorsement  stating that the
insurance required by this Agreement is primary and that any insurance purchased
by Licensor  shall only apply in excess of the insurance  purchased by Licensee;
(5) a waiver of subrogation in favor of Licensor; and (6) an endorsement stating
that Licensor may recover for any loss caused Licensor,  its agents or employees
by the negligence (including active, passive and gross negligence) of Licensee.

                  (d) Approved  Carrier/Policy  Changes.  All insurance shall be
obtained from an insurance company approved by Licensor.  Licensee shall give at
least thirty (30) days prior written notice to Licensor of the  cancellation of,
or any  modification  in, such  insurance  policy that would  affect  Licensor's
status or benefits  thereunder.  This  insurance may be obtained for Licensor by
Licensee in  conjunction  with a policy  which  covers  products  other than the
Licensed Products.

                  (e) Evidence of coverage.  No later than thirty (30) days from
the date  hereof,  Licensee  shall  furnish to  Licensor  evidence,  in form and
substance  satisfactory  to  Licensor,  of the  maintenance  and  renewal of the
required  insurance  including,  but not  limited to,  copies of  policies  with
applicable riders and endorsements, and certificates of insurance.

<PAGE>

                  (f)  Territory.  The  insurance  set  forth in this  Section
must cover the entire Territory.


                           ARTICLE 19.  SEVERABILITY

            19.1 Severability.  If any provision or any portion of any provision
of this Agreement shall be construed to be illegal,  invalid,  or unenforceable,
such shall be deemed stricken and deleted from this Agreement to the same extent
and effect as if never  incorporated  herein,  but all other  provisions of this
Agreement  and any  remaining  portion  of any  provision  which  is not  deemed
illegal,  invalid  or  unenforceable  in part shall  continue  in full force and
effect.

                             ARTICLE 20.  NOTICES

            20.1  Notices.  All  reports,  approvals  and  notices  required  or
permitted to be given under this Agreement shall, unless  specifically  provided
otherwise  in this  Agreement,  be  deemed  to have  been  given  if  personally
delivered or if mailed by certified or registered mail, if to Licensor, to:

                              TOMMY HILFIGER LICENSING, INC.
                              913 N. Market Street
                              Wilmington, Delaware  19801

            Attention:        Mr. Joel Horowitz

                             Chief Executive Officer

            Copy to:          Steven R. Gursky, Esq.
                              Gursky & Ederer, P.C.

                               21 East 40th Street

                            New York, New York 10016

and if to Licensee, to the address set forth above. The parties may change their
address for receipt of notices at any time upon notice to the other party.

                    ARTICLE 21.  SUSPENSION OF OBLIGATIONS

            21.1 Suspension of Obligations.  If Licensee shall be prevented from
performing any of its obligations  because of governmental  regulation or order,
or by strike or war,  declared or undeclared,  or other calamities such as fire,
earthquake,  or similar acts of God, or because of other  similar or  dissimilar
cause beyond the control of Licensee,  Licensee's obligations shall be suspended
during the period of such conditions.  If such condition  continues for a period
of more than sixty (60) days,  Licensor  shall have the right to terminate  this
Agreement.  If the act of force majeure consists of a fire,  earthquake,  flood,
hurricane, tornado, or nuclear war and if the act prevents

<PAGE>

            Licensee from manufacturing and/or delivering the Licensed Products,
whether due to an inability to obtain fabric or other materials,  destruction of
manufacturing  facilities,  inability to deliver finished product, or otherwise,
Licensee shall have a period of not to exceed ninety (90) days to find alternate
sources and Licensee shall advise  Licensor on a weekly basis of the progress it
has made in that regard. If, in Licensor's  reasonable  opinion,  Licensee shall
fail to  diligently  proceed to obtain  alternate  sources,  or if the condition
shall  continue to exist for a period of ninety (90) days,  Licensor  shall have
the right to terminate this Agreement.

                             ARTICLE 22.  EXHIBITS

            22.1   Exhibits.   All   Exhibits  are   incorporated   into  this
Agreement.  The forms of Licensor may be revised by Licensor at any time.


                         ARTICLE 23.  OTHER PROVISIONS

            23.1  Headings.  The headings of the Articles and Paragraphs of this
Agreement  are for  convenience  only and in no way limit or affect the terms or
conditions of this Agreement.

            23.2 Counterparts. This Agreement may be executed in two (2) or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

            23.3 Construction. This Agreement shall be interpreted and construed
in  accordance  with the laws of the State of New York  with the same  force and
effect as if fully executed and to be performed therein.

            23.4 Jurisdiction. The parties hereby consent to the jurisdiction of
the United States  District  Court for the Southern  District of New York and of
any of the  courts of the State of New York in any  dispute  arising  under this
Agreement  and agree  further  that  service  of  process  or notice in any such
action,  suit or  proceeding  shall be effective if in writing and  delivered in
person or sent as provided in Paragraph 20.1 hereof.

            23.5  Compliance  with Laws.  Licensee  shall  comply with all laws,
rules,  regulations  and  requirements  of any  governmental  body  which may be
applicable to the operations of Licensee contemplated hereby, including, without
limitation, as they relate to the manufacture,  distribution,  sale or promotion
of  Licensed  Products,  notwithstanding  the fact  that the  Licensor  may have
approved such item or conduct.

<PAGE>

            IN WITNESS WHEREOF, the parties have executed this Agreement.

TOMMY HILFIGER LICENSING, INC.            THE STRIDE RITE CORPORATION

By:  /s/ Virginia M. Cleary               By:  /s/ Diane M. Sullivan

Title:  Assistant Secretary               Title: President & COO




<PAGE>

                                    EXHIBIT A

<PAGE>

                        TOMMY HILFIGER LICENSING, INC.
                             TRADEMARK REGISTRATIONS

                                  IN CLASS 25
                      IN U.S. PATENT AND TRADEMARK OFFICE



Trademark                                       Registration Number

TOMMY HILFIGER                                  Reg. No. 1,398,612

FLAG/LOGO DESIGN                                Reg. No. 1,460,988

CREST DESIGN                                    Reg. No. 1,673,527


<PAGE>

                                    EXHIBIT B

<PAGE>

TOMMY HILFIGER LICENSING, INC.                  STATEMENT OF ROYALTIES


                                                FOR_________TO________19__
                                                      (QUARTER)


LICENSEE NAME____________________________________________

LICENSEE ADDRESS_________________________________________

---------------------------------------------------------

LICENSEE PRODUCT(S)______________________________________




CUSTOMER  INVOICE  ITEM  UNIT  NUMBER  GROSS  LESS  LESS  LESS  LESS  NET
SALES  NET ROYALTY
NAME      NUMBER   STYLE WHOLESALE SOLD SALES ALLOWANCES MARKDOWNS TRADE
RETURNS  AMOUNT
                      PRICE                                 DISCOUNTS















TOTALS

SEND STATEMENT TO:
      TOMMY HILFIGER LICENSING, INC.      I CERTIFY THAT THE ABOVE IS ACCURATE
      913 N. Market Street
      Wilmington, Delaware  19801

------------------------------------
                  U.S.A.                  SIGNATURE





<PAGE>

                                    EXHIBIT C

<PAGE>

TOMMY HILFIGER LICENSING, INC.                  Page______ of ________
                                                Date__________________

FORM MUST BE SUBMITTED COMPLETE                 SUBMIT TO THE ATTENTION OF:
                                                TOMMY HILFIGER LICENSING, INC.
                                                25 WEST 39TH STREET
                                                NEW YORK, NEW YORK  10018



                              SAMPLE APPROVAL FORM

        (ALL SAMPLES SUBMITTED FOR APPROVAL MUST BE IN CORRECT FABRIC)


NAME OF LICENSEE __________________________________________________________

LICENSED PRODUCT  _________________________________________________________

LICENSEE'S ADDRESS ________________________________________________________

SEASON _____________  STYLE NUMBER _____________  FABRICATION _____________

WHOLESALE PRICE ____________________   COLORS _____________________________

SIZES ______________________________  FACTORY _____________________________

START TAKING ORDERS __________________ END TAKING ORDERS __________________

START SHIP ____________________________ END SHIP __________________________




APPROVED ________________                 DISAPPROVED ___________________

COMMENTS

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------




-------------------------                       ----------------------------
SIGNATURE OF LICENSEE                           SIGNATURE OF  LICENSOR

DATE RETURNED TO LICENSEE _______________________________________





<PAGE>

                                    EXHIBIT D

<PAGE>

                       THIRD PARTY MANUFACTURING AGREEMENT

      THIS AGREEMENT made this ____ day of ___________  199__,  by and between
____________________________,         having        an        office        at
-------------------------------
__________________________________    (hereinafter    referred   to   as   the
"Company"),                                                                and
________________________________________________________________   having   an
office   at   ________________________________________________________________
(hereinafter referred to as the "Manufacturer").

                             W I T N E S S E T H :

      WHEREAS,  Manufacturer  is engaged is the manufacture of garments and/or
other items of merchandise;

      WHEREAS,  Company wishes to contract with  Manufacturer for manufacture of
certain  garments  and/or other  merchandise  from time to time,  which garments
and/or other items of merchandise (the "Products") will bear the trademark TOMMY
HILFIGER,  the trade name TOMMY HILFIGER,  all related logos, crests, emblems or
symbols, and all combinations, forms and derivatives thereof as are from time to
time  used  by  Company  or  any  of  its  affiliates,   whether  registered  or
unregistered (the "Trademarks"); and

      WHEREAS,  Company has been  licensed  by Tommy  Hilfiger  Licensing,  Inc.
("THLI"), the owner of all rights, title and interests in and to the Trademarks,
to use the Trademarks.

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

      1.  THE PRODUCTS.

            Company and THLI have  created  certain  designs and  patterns  from
which Manufacturer will create  three-dimensional  samples. Company shall advise
Manufacturer if the samples meet Company's quality  requirements  within fifteen
(15) days of receipt.  Manufacturer  shall make any modifications to the samples
as required by Company.  Samples  accepted  by Company  shall be  designated  as
prototypes for the purposes of this Agreement.

      2.  TERM.

            (a) The term of this Agreement  shall commence as of the date hereof
and continue through December 31, 1999.

<PAGE>

            (b) In the event that Manufacturer  shall have faithfully  performed
each and every  obligation  of this  Agreement  during the Term  referred  to in
Paragraph 2(a) above, then this Agreement shall  automatically  renew from month
to month commencing immediately upon expiration of the term, unless either party
has  given the  other  thirty  (30) days  written  notice  of its  intention  to
terminate the Agreement.

      3.  MANUFACTURE.

            (a)  Manufacturer  shall only  manufacture  the  specific  number of
Products as requested by Company and at no time shall  manufacture  excess goods
or overruns.  Manufacturer shall not sell any Products bearing the Trademarks to
any third parties without the express written consent of Company.

            (b)  Manufacturer  shall  manufacture  the Products and Packaging to
conform in quality and  specifications to the prototypes as defined in Paragraph
1, above.

            (c) All Products and Packaging manufactured by Manufacturer shall be
delivered  to locations  specified by Company or directly to Company,  whichever
Company may direct.

        4.  COMPLIANCE WITH CODE; APPLICABLE LAWS.

            (a) Attached hereto as Addendum A is THLI's Supplier Code of Conduct
(the "Code") which  applies to any entity  manufacturing  merchandise  under the
Tommy  Hilfiger(R) label (including the components  thereof).  As a condition to
manufacturing  Products  hereunder,  Manufacturer shall comply with the terms of
the Code and evidence such  compliance by, (1) upon execution of this Agreement,
executing  the Code in the form as  attached  or such other form as  provided by
THLI, and returning such document to THLI, and (2) publicly displaying the Code,
in a form as provided by THLI from time to time, in a clearly  visible  location
in Manufacturer's facility at all times while this Agreement is in effect.

            (b) In  order  to  ensure  compliance  with the  Code,  Company  has
developed a program of  monitoring  its  manufacturers  and such  manufacturers'
subcontractors  (hereinafter the "Supplier Monitoring Program").  As a condition
to manufacturing  Product  hereunder,  Manufacturer  hereby agrees that it shall
cooperate fully with the Supplier Monitoring Program, which cooperation includes
but is not limited to Company's  inspections  in  accordance  with  Paragraph 5,
below.

            (c) For  purposes  of this  Agreement  a  "subcontractor"  shall  be
defined as an entity or an individual which or whom Manufacturer either hires or
pays to perform the  manufacturing  tasks  which  Manufacturer  could  otherwise
perform  itself at its own facility or through its own  employees  and staff.  A
"supplier"  shall be defined as an individual or entity who produces  components
for  merchandise,  and provides  such  components  to  manufacturer  in order to
assemble the finished  merchandise.  Examples of a supplier include, but are not
limited to, fabric/trim manufacturers, yarn manufacturers, button manufacturers,
or  zipper  manufacturers,   provided  that  such  named  manufacturers  do  not
contribute further to the manufacture of the finished merchandise. Prior to

<PAGE>

            utilizing any  subcontractor  or supplier for the manufacture of the
Products,  Manufacturer shall provide written notice to Company of: (i) the name
and address of each such subcontractor and/or supplier; (ii) the nature and type
of work performed or product supplied to Manufacturer; and (iii) duration of the
subcontractor or supplier relationship.

            (d) Within thirty (30) days from  executing  this  Agreement for any
existing  subcontractor  and  suppliers,  and  within  thirty  (30)  days  after
establishing a new arrangement  with a subcontractor  or supplier,  Manufacturer
shall   obtain  and  provide  to  Company  the   signature   of  an   authorized
representative  from each of its  subcontractors (if any) used in the production
of Products  for Company on a  Manufacturing  Agreement in the same form as this
Agreement.  Manufacturer  shall  further  obtain  and  provide  to  Company  the
signature of an authorized  representative from each of Manufacturer's suppliers
of fabric,  trim or any other product used in the manufacture of merchandise for
Company on a Certification in the same form as that which is attached hereto and
hereafter  referred to as Addendum B, and provided by Company from time, or such
other form as provided by Company.  In the event  Manufacturer has knowledge of,
has  reason to  believe,  or should  have  reason to know that any  supplier  or
subcontractor  used  by  Manufacturer  is in  breach  of  the  Certification  or
Manufacturing  Agreement,  as the case may be,  Manufacturer  shall  immediately
notify  Company and  Manufacturer  shall,  at its sole expense,  take  immediate
action to rectify such breach,  including,  where  Company  deems it  necessary,
immediate  termination of its relationship  with such supplier or subcontractor.
If Manufacturer fails to take immediate action,  Company shall have the right to
terminate this Manufacturing  Agreement immediately.  Manufacturer  acknowledges
that it shall remain primarily liable and completely  obligated under all of the
provisions  of this  Agreement  in respect of such  subcontracting  and supplier
arrangement.

            (e)  Manufacturer  certifies  that it has in  effect  a  program  of
monitoring  its  subcontractors  and  suppliers  and other  designated  contract
facilities  which  manufacture  Tommy  Hilfiger(R)  brand  merchandise  which is
sufficient to ensure their  compliance  with the Code and all applicable  state,
local  and  foreign  laws  and   regulations   pertaining  to  wages,   overtime
compensation,  benefits, hours, hiring and employment,  workplace conditions and
safety, the environment,  collective bargaining, freedom of association and that
their products or and the  components  thereof are made without the use of child
(persons under the age of 15 or younger than the age for  completing  compulsory
education, if that age is higher than 15), prison, indentured, exploited bonded,
forced or slave labor.

            (f)  Manufacturer  shall  ensure that all  merchandise  manufactured
hereunder shall be manufactured in compliance with all federal,  state and local
laws  which  pertain  to  the  manufacture  of  clothing,   apparel,  and  other
merchandise  including the Flammable  Fabrics Act, as amended,  and  regulations
thereunder  and  Manufacturer  guarantees,  that with  regard  to all  products,
fabrics or related materials used in the manufacture of the Products,  for which
flammability  standards  have been issued,  amended or continued in effect under
the Flammable Fabrics Act, as amended,  reasonable and representative  tests, as
prescribed by the Consumer Product Safety Commission, have been performed which

<PAGE>

            show that the  Products  at the time of their  shipment  or delivery
conform to the above-referenced flammability standards as are applicable.

            (g)  Manufacturer  shall  manufacture  or cause to  manufacture  all
Products (including  components  thereof)  manufactured in the United States, in
compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair
Labor  Standards Act, as amended,  and all  regulations and orders of the United
States  Department of Labor under Section 14 thereof,  and applicable  state and
local laws  pertaining to child labor,  minimum wage and overtime  compensation,
and, if the Products are manufactured  outside the United States,  in compliance
with  all  applicable  laws,  including  but  not  limited  to,  wage,  overtime
compensation,  benefits,  hour, hiring and employment,  workplace conditions and
safety, environmental, collective bargaining, freedom of association laws of the
country of  manufacture  and without the use of child  (persons under the age of
fifteen or younger than the age for completing compulsory education, if that age
is higher than 15), prison, indentured, exploited bonded, forced or slave labor.

            (h)  Manufacturer  acknowledges  that it has  read  and  understands
Company's  policy  with  regard to the  manufacture  of  Products  for  Company.
Manufacturer  further  agrees  that it shall,  simultaneous  to  executing  this
Agreement,  execute and abide by the  Certification,  shall execute and abide by
all   Certifications   provided  by  Company  from  time  to  time.  Failure  by
Manufacturer  to execute  and abide by such  Certification  shall be grounds for
immediate termination of this Agreement by Company.

            (i) Manufacturer  shall not utilize or permit any  subcontractors or
suppliers  to utilize in the  manufacture  or  treatment  of any of the Products
(including the components thereof) manufactured  hereunder any Azo dyes that can
be split into any of the following amines:

                             CAS #                                     CAS #

4-Aminobiphenlyl             92-67-1  3,3'-Dimethoxybenzidine          119-90-4
Benzidine                    92-875   3,3'-Dimethylbenzadine           119-93-7
4-Chloro-o-toluidine         95-69-2  3,3'-Dimethyl-                   838-88-0
2-Naphthylamin               91-59-8     4,4'diaminodiphenylmethane
o-Aminoazotoluol             97-56-3  p-Kresidin                       120-71-8
2-amino-4-nitrotoluol        99-55-8  4,4'Methaylen-bis-(2-chloranilin)101-14-4
p-Chloroaniline              106-47-8 4,4'Oxydianiline                 101-80-4
2,4-Diaminoanisole           615-05-4 4,4'Thiodianiline                139-65-1
4,4'-Diaminodiphenylmethane  101-77-9 o-Toluidine                      95-53-4
3,3'-Dichlorbenzidin         91-94-1  2,4-Toluylenediamine             95-80-7
Aminoanabenzane                       2,4,5-Trimethylaniline           137-17-7
                                      o-Anisidine

            (j)  Manufacturer's  use or any of Manufacturer's  subcontractors or
suppliers use of the following  chemicals in connection with the manufacturer or
treatment of any of the Products (including the components thereof) manufactured
hereunder,  shall be in accordance  with the  following  standards or such other
standards Company may designate from time to time:

<PAGE>

                   (i)  Formaldehyde:  Must  be  less  than  300  p.p.m.  when
                        tested in by the  Acetylacetone  method in  accordance
                        with Japanese law 112.

                  (ii)  Pentachlorophenol  (Pesticides):  Must be less  than 5
                        p.p.m.

            and;        (iii) Nickel:  In the event any metal parts of a garment
                        or other merchandise  coming into contact with the skin,
                        contain  nickel in excess of 0.5  micrograms  per square
                        centimeter/week, Company must be so notified and special
                        warning labels need to be attached to the garment.

      5.  INSPECTION.

            (a)  Manufacturer  shall arrange for and provide access to Company's
and THLI's representative, including, but not limited to, any independent entity
designated  by Company or THLI's legal  representative,  to: (i)  Manufacturer's
manufacturing  facility,  residential  facilities (if any) and any manufacturing
and/or  residential  facility operated by any of Manufacturer's  subcontractors;
(ii)  Manufacturer's   books,   records  and  documents  necessary  to  evidence
Manufacturer's  compliance  with the Code and all  applicable  laws,  rules  and
regulations  including,  but not limited to, employee wages, employee timecards,
withholding  rates and deductions,  worker's  contracts and/or  agreements,  any
company  policies  affecting  employees,  evidence  of  employee  age,  shipping
documents,  cutting reports and other documentation  relating to the manufacture
and  shipment  of the  Products;  and (iii)  Manufacturer's  books,  records and
documents relating to the use of chemicals and dyestuffs in the fabrics,  trims,
garments  and other  merchandise  manufactured  hereunder.  For purposes of this
Paragraph,  all  such  books,  records  and  documents  shall be  maintained  by
Manufacturer in a secure and readily  accessible  location for a period of three
(3) years from their creation.

            (b) The access  provided by  Manufacturer  as set forth in Paragraph
5(a), above, shall include Company's and THLI's right to inspect, test, and take
samples of the Products,  whether finished or semi-finished,  at any time during
the  manufacturing  process to ensure that the manufacture of the Products is in
accordance with the terms and restrictions herein contained

            (c) Company shall have the right to reject any Products or packaging
not meeting the standards  described in Paragraph 1, above.  Manufacturer  shall
not have the right to sell or  otherwise  distribute  any  rejected  Products or
packaging.  All such  products  shall be  destroyed  according  to  methods  and
procedures provided by Company.

      6.  SHIPPING LEGEND.

            All  commercial  invoices  (bills of  lading)  which  accompany  all
Products must include the following language (either preprinted or "stamped"):

<PAGE>

            "We  hereby  certify  that  the  merchandise  (including  components
            thereof)  covered by this  shipment was  manufactured  in compliance
            with the Tommy  Hilfiger  Supplier  Code of Conduct  and: (1) if the
            merchandise  was   manufactured   in  the  United  States,   it  was
            manufactured  in  compliance  with (a)  sections 6, 7, and 12 of the
            Fair Labor  Standards Act, as amended and all regulations and orders
            of the United  States  Department of Labor under section 14 thereof,
            and (b) state and local laws pertaining to child labor, minimum wage
            and  overtime   compensation;   or  (2)  if  the   merchandise   was
            manufactured  outside  the United  States,  it was  manufactured  in
            compliance with the wage and hour laws of the country of manufacture
            and without the use of child (persons under the age of 15 or younger
            than the age for  completing  compulsory  education,  if that age is
            higher than 15), prison,  indentured,  exploited  bonded,  forced or
            slave labor.  We further certify that we have in effect a program of
            monitoring  our  subcontractors  and suppliers and other  designated
            contract   facilities  which  manufacture  Tommy  Hilfiger(R)  brand
            merchandise for compliance with the foregoing.  We also certify that
            the  merchandise  is in  compliance  with  all  laws  governing  the
            designation  of  country  of origin  and,  if  applicable,  is being
            shipped under legally issued and valid export license or visa."

Any merchandise  shipped that is not accompanied by a commercial invoice bearing
the  required   language   will  be  subject  to   rejection   and  returned  at
Manufacturer's  expense  and  Manufacturer  may be charged for any and all costs
that are incurred by Company due to the  rejection,  including,  but not limited
to,  damages  sustained as a result of Company's  liability  to  customers,  any
resulting fines and penalties and attorney's fees for said rejected goods.  Such
rejected  goods may not be sold or  distributed  by  Manufacturer  to any entity
other than Company.

      7.  USE OF TRADEMARKS; TRADEMARKS.

            (a)  Manufacturer  shall  not  use  the  Trademarks,  in any  manner
whatsoever  (including,  without  limitation,  for  advertising,  promotion  and
publicity purposes), without obtaining the prior written approval of THLI, which
may be withheld in THLI's sole discretion.  In any event  Manufacturer shall not
at any time use,  promote,  advertise,  display or otherwise  commercialize  the
Trademarks  or any  material  utilizing or  reproducing  the  Trademarks  in any
manner.  Manufacturer  shall not make any  reference in its business  materials,
advertising or in any of its business  activities to the fact that  Manufacturer
is being  contracted  by  Company  to  manufacture  merchandise  under the Tommy
Hilfiger(R) label.

            (b) The  Trademarks  will  appear on all of the  Products  and all
packaging in the manner provided by Company.

            (c) No other  trademarks  or notices  shall  appear on  Products  or
packaging without Company's and THLI's prior written consent in each instance.

<PAGE>

            (d)  Manufacturer's use of the Trademarks shall inure to the benefit
of THLI.  Manufacturer shall take any and all steps required by THLI and the law
to perfect THLI's rights therein.

      8.  PROPERTY OF OWNER.

            (a)  Manufacturer   recognizes  the  great  value  of  the  goodwill
associated with the Trademarks and the  identification  of the Products with the
Trademarks  and  acknowledges  that the  Trademarks  and all rights  therein and
goodwill  pertaining  thereto belong  exclusively to THLI  Manufacturer  further
recognizes  and  acknowledges  that  a  breach  by  Manufacturer  of  any of its
covenants,   agreements  or  other   undertakings   hereunder  will  cause  THLI
irreparable damage,  which cannot be adequately remedied in damages in an action
at law,  and may, in addition  thereto,  constitute  an  infringement  of THLI's
rights in the Trademarks,  thereby entitling THLI to equitable  remedies,  costs
and reasonable attorney's fees.

            (b) To the extent any rights in and to the  Trademarks are deemed to
accrue to Manufacturer,  Manufacturer hereby assigns any and all such rights, at
such time as they may be deemed to accrue,  including the related  goodwill,  to
THLI.

            (c)  Manufacturer  shall (i) never  challenge the validity of THLI's
ownership in and to the Trademarks or any application for registration  thereof,
or any  trademark  registration  thereof  and (ii) never  contest  the fact that
Manufacturer's  rights under this  Agreement are solely those of a  manufacturer
and terminate upon  expiration of this  Agreement.  Manufacturer  shall,  at any
time,  whether during or after the term of the Agreement,  execute any documents
reasonably  requested by THLI to confirm THLI's ownership rights.  All rights in
the Trademarks other than those specifically granted herein are reserved by THLI
for its own use and benefit.

            (d) Without  limiting the generality of any other  provision of this
Agreement,  Manufacturer shall not (i) use the Trademarks,  in whole or in part,
as a corporate or trade name or (ii) join any name or names with the  Trademarks
so as to form a new trademark.  Manufacturer agrees not to register,  or attempt
to register,  the Trademarks in its own name or any other name,  anywhere in the
world.

            (e) All provisions of this paragraph shall survive the expiration or
termination of this Agreement.

      9.  TRADEMARK PROTECTION.

            (a) In the event that  Manufacturer  learns of any  infringement  or
imitation of the Trademarks or of any use by any person or entity of a trademark
similar to the  Trademarks,  it shall  promptly  notify  Company and  thereupon,
Company shall so notify THLI.  THLI shall take such action as it deems advisable
for the protection of its rights in and to the Trademark and, if requested to do
so by THLI, Manufacturer shall cooperate with THLI in all respects. In no

<PAGE>

            event,  however,  shall THLI be  required to take any action if it
deems it inadvisable to do so.


            (b) THLI shall defend, at its cost and expense,  and with counsel of
its own  choice,  any action or  proceeding  brought  against  Manufacturer  for
alleged  trademark  infringement  arising  out  of  Manufacturer's  use  of  the
Trademarks in accordance with the provisions of this Agreement.

            (c) Manufacturer shall cooperate with THLI in the execution,  filing
and prosecution of any trademark,  copyright or design patent  applications that
THLI may desire to file and for that purpose  Manufacturer  shall supply to THLI
from time to time such samples as may be reasonably required.

            (d)  All   provisions   of  this   paragraph   shall  survive  the
expiration or  of this Agreement.

      10.  TRANSSHIPMENT.  Transshipment  is  an  illegal  practice  of  falsely
documenting  the country of origin of the raw materials used to manufacture  the
Products  and the  finished  Products  shipped to the United  States in order to
evade quota  restraints on the country of actual  production and the shipment of
products under counterfeit export licenses or visas.  Manufacturer  acknowledges
that transshipment in any form, violates U.S. federal law, that Company and THLI
will review all documents  received from Manufacturer to assure the veracity and
the  authenticity  of the  sources of  Products  and that,  upon  indication  of
transshipment  of the  Products by  Manufacturer,  Company or THLI  reserves the
right to  immediately  terminate this  Agreement and pursue  available  remedies
against Manufacturer.

      11. SECONDS, THIRDS OR EXCESS GOODS. Manufacturer shall not have the right
to sell any Products or packaging which are determined to be seconds,  thirds or
are in excess of the amount of the Products  requested by Company.  All seconds,
thirds or excess products,  including trims,  shall be purchased by Company at a
reasonable  fair  market  price.  Company  shall have the right to  inspect  any
seconds,  thirds or excess Products to ensure that they comply with the terms of
this Agreement.

      12. STOLEN GOODS OR DAMAGED GOODS.  Manufacturer will provide Company with
immediate notice of any stolen Products or damaged Products  including  Products
that were then in  production.  With  regard to damaged  Products,  Manufacturer
shall not have the right to sell any  damaged  Products.  With  regard to stolen
Products,  Manufacturer  shall cooperate with Company with respect to any action
regarding the stolen Products.

      13. DESIGN OWNERSHIP. All rights, including without limitation, copyright,
trade secret and design patent, to designs for the Products  including,  without
limitation,  artwork, prints, patterns,  package designs, labels, advertising or
promotional  materials or any other designs using or used on or affixed thereto,
and to any package design,  bearing the Trademarks shall, as between the parties
hereto be the property of THLI. All Products manufactured from designs submitted
by Manufacturer and approved by THLI shall bear the Trademarks.

<PAGE>

      14.  CONFIDENTIALITY.  During the term of this  Agreement and  thereafter,
each party shall keep strictly secret and  confidential  any and all information
acquired  from the  other  party  hereto  or its  designee  and  shall  take all
necessary  precautions to prevent  unauthorized  disclosure of such information.
Manufacturer  acknowledges  that it will receive from Company  prints,  designs,
ideas,  sketches, and other materials which Company and THLI intend to use on or
in  connection  with lines of  merchandise  which have not yet been put into the
channels  of  distribution.  The  parties  recognize  that these  materials  are
valuable  property of THLI.  Manufacturer  acknowledges the need to preserve the
confidentiality  and secrecy of these materials and agrees to take all necessary
steps to ensure  that use by it or by its  employees  and/or  agents will in all
respects preserve such confidentiality and secrecy.  Manufacturer shall take all
reasonable  precautions  to protect the secrecy of the materials,  samples,  and
designs  prior to their  commercial  distribution  or the showing of samples for
sale, and shall not manufacture any merchandise employing or adapted from any of
said designs except for Company, THLI or its affiliates or designees.

      15.  FORCE MAJEURE.

            (a) No failure or  omission  by either of the parties to perform any
of its  obligations  under  this  Agreement  shall be  deemed  a breach  of this
Agreement if such failure or omission is the result of acts of God,  war,  riot,
accidents, compliance with any action or restriction of any government or agency
thereof, strikes or labor disputes,  inability to obtain suitable raw materials,
fuel, power or  transportation,  or any other factor or circumstance  beyond the
control of the party, which is not attributable to the negligence of such party.

            (b) Any suspension of performance by reason of this paragraph  shall
be limited to the period  during  which such cause of failure  exists,  but such
suspension shall not affect the running of the term of this Agreement.  However,
if the suspension of performance by reason of this paragraph exceeds six months,
either party may give written notice of termination of this Agreement.

      16.  MANUFACTURER'S WARRANTIES AND REPRESENTATIONS.

            Manufacturer warrants and represents that:

            (a) It has and will have throughout the term of this Agreement,  the
full power,  authority  and legal right to execute and  deliver,  and to perform
fully and in accordance with all of the terms of this Agreement.

            (b) The entering of this Agreement by Manufacturer  does not violate
any agreements,  rights or obligations  existing  between  Manufacturer  and any
other person, entity, or corporation.

            (c) It is not engaged in and will not engage in any activities which
are in violation of any  applicable  domestic,  foreign or  international  laws,
rules or regulations,  including  without  limitation laws, rules or regulations
governing  labor,  the  environment,  the  manufacture  and sale of goods,  U.S.
Customs laws or illegal transshipment. Company maintains a policy against

<PAGE>

            engaging in any illegal activities and will not buy or sell products
provided throughout the use of any unlawful or unethical practices.

            (d) It accurately states the country of origin on all products, that
it does not and will not transship, and it will act to stop or prevent any known
illegal transshipment activity.

            (e) It shall not utilize,  nor permit any of its  subcontractors  or
suppliers  to utilize in the  manufacture  or  treatment  of any of the Products
(including the components thereof) manufactured  hereunder any AZO dyes that can
be split into any of the amines set forth in Paragraph 3(i), above.

            (f) Its use or any of its  subcontractors  or  suppliers  use of the
chemicals  set  forth  in  Paragraph   3(j),   above,  in  connection  with  the
manufacturer  or  treatment  of any of the Products  (including  the  components
thereof) manufactured  hereunder,  shall be in accordance with the standards set
forth in Paragraph  3(j) or such other  standards as Company may designate  from
time to time.

      17.  COMPANY'S WARRANTIES AND REPRESENTATIONS.

            Company warrants and represents that:

            (a) it has, and will have throughout the Term of this Agreement, the
right to authorize use of the Trademark to  Manufacturer  in accordance with the
terms and provisions of this Agreement; and

            (b) the  entering of this  Agreement by Company does not violate any
agreements, rights or obligations existing between Company and any other person,
entity, or corporation.

      18.  INDEMNIFICATIONS.

            (a)  Company  hereby  indemnifies  Manufacturer  and  shall  hold it
harmless from any loss, liability, damage, cost or expense (including reasonable
attorney's fees) arising out of any claims or suits which may be brought against
Manufacturer   by  reason  of  the  breach  by  Company  of  the  warranties  or
representations as set forth in Paragraph 17, above,  provided that Manufacturer
gives prompt  written  notice,  and full  cooperation  and assistance to Company
relative to any such claim or suit,  and that  Company  shall have the option to
undertake  and conduct the  defense of any suit so brought.  Manufacturer  shall
cooperate  fully in all respects with Company in the conduct and defense of said
suit and/or proceedings.

            (b)  Manufacturer  indemnifies  and agrees to hold Company  harmless
from  any  loss,  liability,  damage,  cost  or  expense  (including  reasonable
attorney's  fees),  arising out of (i) any breach of the terms herein contained;
(ii)any claims or suits by reason of any  unauthorized  use by  Manufacturer  in
connection with the Products or the Trademarks covered by this Agreement;  (iii)
Manufacturer's noncompliance with any applicable federal, state, or local law or

<PAGE>

            with any other  applicable  governmental  units or  agency's  rules,
regulations; and (iv) any alleged defects and/or inherent dangers in Products or
use thereof.

            (c) If  reasonably  available  in the country in which  Manufacturer
operates its factory, Manufacturer agrees to obtain, at its own expense, product
liability  insurance  providing adequate protection for Company and Manufacturer
against any claims or suits in an amount no less than $3,000,000. If applicable,
within thirty (30) days from the date hereof,  Manufacturer undertakes to submit
to Company a fully paid policy or Certificate of Insurance  naming Company as an
insured party and,  requiring that the insurer shall not terminate or materially
modify such without written notice to Company of at least twenty (20) days.

      19.  TERMINATION.

            (a)  Company  shall  have the  right  to  terminate  this  Agreement
immediately upon written notice to Manufacturer if Manufacturer  breaches any of
its  obligations  under this  Agreement  or such other  occurrences  as outlined
below, and such breach remains uncured or cannot be cured by Manufacturer within
ten (10) days from receipt of notice;

            (b)  Company  shall  have the  right  to  terminate  this  Agreement
immediately upon written notice to Manufacturer, if Manufacturer is found at any
time to be in breach of the  representation  made in  Paragraph  16(e) or if any
governmental  agency or other body or office or official vested with appropriate
authority  deems the Products to be harmful or  defective in any way,  manner or
form, or are being sold or distributed in  contravention  of applicable laws and
regulations or in a manner likely to cause harm;

            (c)  Company  shall  have the  right  to  terminate  this  Agreement
immediately  upon written notice to Manufacturer,  if Manufacturer  manufactures
the Products without the prior written approval of Company as provided herein;

            (d) Company shall have the right to terminate  this  Agreement  upon
ten (10) days written notice to  Manufacturer,  if Manufacturer is unable to pay
its debts when due, or makes any  assignment  for the benefit of  creditors,  or
files any petition under the bankruptcy or insolvency laws of any  jurisdiction,
country or place,  or has or suffers a receiver or trustee to be  appointed  for
its business or property, or is adjudicated a bankrupt or an insolvent;

            (e) Company shall have the right to terminate  this  Agreement  upon
ten (10) days written  notice to  Manufacturer,  if  Manufacturer  fails to make
timely delivery of the Products; or

            (f) Notwithstanding the foregoing provisions, Company shall have the
right to terminate this Agreement,  with or without cause, upon thirty (30) days
notice to  Manufacturer,  provided  however,  that,  upon  written  approval  by
Company,  Manufacturer  shall  have the  right  to  complete  any  work  then in
progress.

<PAGE>

      20.  ACTS UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT.

            (a) Upon and after the expiration or termination of this  Agreement,
Manufacturer  agrees not to make  reference in its  advertising  or its business
materials to having been formerly associated with Company or the Trademarks.

            (b) Upon and after the expiration or termination of this  Agreement,
Manufacturer  will  refrain from  further use of the  Trademarks  or of anything
confusingly similar thereto, in connection with the manufacture of any products.
Additionally,  all originals and copies of all sketches,  patterns,  prototypes,
samples  or other  materials  relating  to the  Products  shall  be  immediately
returned by Manufacturer to Company.

            (c) In the event of expiration or termination of this Agreement,  as
herein provided, with the exception of the Products which Manufacturer may, with
Company's  consent,  ship to  satisfy  any  unfilled,  confirmed  orders for the
current season it had received prior to said expiration or termination,  Company
shall have the prior right and option to purchase any or all of the Products and
packaging  materials,  as then in  Manufacturer's  possession  or carried on its
books of  account.  Upon such  termination  or  expiration,  Manufacturer  shall
immediately cause physical inventories to be taken of (i) Products on hand; (ii)
Products in the process of manufacture; and (iii) all packaging materials, which
inventories shall be reduced to writing and a copy thereof shall be delivered to
Company not later than fifteen (15) days from such  termination  or  expiration.
Written notice of the taking of each  inventory  shall be given Company at least
forty-eight (48) hours prior thereto. Company shall have the right to be present
at such  physical  inventory or to take its own  inventory,  and to exercise all
rights it has available with respect to the examination of Manufacturer's  books
and records.  If Manufacturer does not allow Company to take such inventory,  it
shall have no right to sell the  remaining  Products as  provided  in  Paragraph
20(e) below.

            (d)  Manufacturer  recognizes  that  any sale of the  Products  upon
termination or  expiration,  would cause  irreparable  damage to the prestige of
Company and to the Trademarks, and to the goodwill pertaining thereto.

            (e) Upon expiration or termination of this  Agreement,  Manufacturer
shall cease the  manufacture  of  Products.  All the  Products  set forth on the
inventories referred to in subdivision (i) and (ii) of Paragraph 20(c) which are
not  purchased  by Company  pursuant to such  paragraph  may be sold  subject to
Company's  prior  right to approve  the  customers  in writing and the terms and
conditions  of each sale.  Such sale shall  otherwise be strictly in  accordance
with the  terms,  covenants  and  conditions  of this  Agreement  as though  the
Agreement had not expired or terminated. In no event shall Manufacturer sell any
Products to any third party without the prior written approval of Company.

      21.  NOTICES.

            All notices  which  either party hereto is required or may desire to
give shall be given by addressing the same to the address hereinafter in this

<PAGE>

            paragraph,  or at such other address as may be designated in writing
by any party in a notice to the other  given in the  manner  prescribed  in this
paragraph.  All  such  notices  shall  be  sufficiently  given  when  mailed  by
registered or certified  mail.  The address to which any such notices,  shall be
given are the following:

      TO COMPANY:                         TO MANUFACTURER:







      22.  NO PARTNERSHIP, ETC.

            This  Agreement  does not constitute and shall not be construed as a
partnership or joint venture  between  Company and  Manufacturer.  Neither party
shall  have  any  right  to  obligate  or bind the  other  party  in any  manner
whatsoever, and nothing herein contained shall give, or is intended to give, any
rights of any kind to any third persons.

      23.  NON-ASSIGNABILITY, ETC.

            This  Agreement  shall bind and inure to the  benefit of Company and
its successors  and assigns.  This  Agreement is personal to  Manufacturer,  and
Manufacturer shall not franchise its rights hereunder and neither this Agreement
nor any of the rights of Manufacturer  hereunder  shall be sold,  transferred or
assigned by Manufacturer  and no rights  hereunder shall devolve by operation of
law or otherwise upon any receiver, liquidator, trustee or other party.

      24.  SEVERABILITY.

            If any provision or any portion of any  provision of this  Agreement
shall be  construed  to be illegal,  invalid,  or  unenforceable,  such shall be
deemed stricken and deleted from this Agreement to the same extent and effect as
if never  incorporated  herein,  but all other  provisions of this Agreement and
remaining portion of any provision which is illegal, invalid or unenforceable in
part shall continue in full force and effect.

      25.  HEADINGS.

            The headings of the Paragraphs of this Agreement are for convenience
only  and  shall in no way  limit  or  affect  the  term or  conditions  of this
Agreement.

      26.  COUNTERPARTS.

            This Agreement may be executed in two (2) or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

<PAGE>

      27.  CONSTRUCTION.

            This Agreement shall be construed in accordance with the laws of the
State of New York of the United States of America with the same force and effect
as if fully executed and to be performed therein.

      28.  JURISDICTION

            The parties  hereby  consent to the  exclusive  jurisdiction  of the
United States District Court for the Southern District of New York and of any of
the courts of the State of New York in any dispute  arising under this Agreement
and agree further that service of process or notice in any such action,  suit or
proceeding  shall be effective if in writing and  delivered in person or sent as
provided in Paragraph 21 hereof.

      29.  WAIVER, MODIFICATION, ETC.

            No waiver,  modification or cancellation of any term or condition of
this  Agreement  shall be  effective  unless  executed  in  writing by the party
charged  therewith.  No written waiver shall excuse the  performance of any acts
other than those specifically  referred to herein. The fact that Company has not
previously insisted upon Manufacturer  expressly complying with any provision of
this Agreement  shall not be deemed to be a waiver of Company's  future right to
require compliance in respect thereof and Manufacturer specifically acknowledges
and agrees that the prior  forbearance  in respect of any act, term or condition
shall  not  prevent  Company  from  subsequently  requiring  full  and  complete
compliance thereafter.

      IN WITNESS  WHEREOF,  the parties  hereto have signed this Agreement as of
the date first written above.

--------------------------------------
-------------------------------------
[LICENSEE NAME]                           [MANUFACTURER NAME]
By:   _____________________________       By:__________________________________
Print Name: _______________________       Print Name:__________________________
Title:      _______________________       Title:_______________________________
Date: _____________________________       Date: _______________________________










<PAGE>

                           Tommy Hilfiger Corporation

                            Supplier Code of Conduct

            We, at the Tommy Hilfiger Corporation (hereinafter "Tommy Hilfiger")
are proud of our  tradition of conducting  our business in  accordance  with the
highest  ethical  standards and in compliance with the laws of the United States
and of the countries in which we produce, buy and sell our products.

      Tommy  Hilfiger is  committed  to legal  compliance  and ethical  business
practices in all  operations  and seeks to do business with  suppliers who share
that  commitment.  Tommy  Hilfiger  actively  seeks to engage as its  suppliers,
companies which offer their workers safe and healthy workplaces.

      Tommy Hilfiger will not tolerate  exploitative or abusive  conditions once
known.  The Tommy Hilfiger  Supplier Code of Conduct  (hereinafter  the "Code of
Conduct") defines our minimum expectations. No Code can be all inclusive, but we
expect our  suppliers  to act  reasonably  in all respects and to ensure that no
abusive, exploitative or illegal conditions exist at their workplaces.

      Tommy  Hilfiger  requires its  suppliers to extend  principles of fair and
honest  dealing to all others with whom they do business,  including  employees,
subcontractors and other third parties.  We also require our suppliers to ensure
and to certify to us that no abusive,  exploitative or illegal  conditions exist
at the workplaces of their suppliers and subcontractors.

      Tommy  Hilfiger will only do business with  suppliers who obey the laws of
the country in which they operate and the  principles  expressed in this Code of
Conduct.

      Tommy  Hilfiger will only do business with suppliers who have certified to
us that their business practices are lawful,  ethical and in compliance with the
principles set forth in this Code of Conduct. Moreover, Tommy Hilfiger will only
do business  with  suppliers  who have agreed to be subjected to the scrutiny of
the  Tommy  Hilfiger  Supplier  Monitoring  Program  under  which  they  will be
inspected and evaluated to ensure their compliance with this Code of Conduct.

      Forced  Labor:  Tommy  Hilfiger  will not purchase  products or components
thereof from suppliers that use forced labor, prison labor,  indentured labor or
exploited bonded labor, or permit their suppliers to do so.

      Child  Labor:  Tommy  Hilfiger  will not purchase  products or  components
thereof manufactured by persons younger than 15 years of age or younger than the
age of completing  compulsory education in the country of manufacture where such
age is higher than 15.

<PAGE>

                                   Addendum A

      Harassment or Abuse:  Tommy  Hilfiger  suppliers and  subcontractors  must
treat their employees with respect and dignity.  No employee shall be subject to
physical, sexual or psychological harassment or abuse.

      Nondiscrimination:  Tommy Hilfiger suppliers and subcontractors  shall not
subject any person to  discrimination in employment,  including hiring,  salary,
benefits,  advancement,  discipline,  termination or retirement, on the basis of
gender,  race,  religion,  age,  disability,  sexual  orientation,  nationality,
political opinion, or social or ethnic origin.

      Health and Safety:  Tommy  Hilfiger  suppliers  and  subcontractors  shall
provide a safe and healthy working  environment to prevent  accidents and injury
to health  arising out of, linked with, or occurring in the course of work or as
a result of the operation of employer  facilities.  Employers  must fully comply
with all applicable workplace conditions, safety and environmental laws.

      Freedom of Association:  Tommy Hilfiger suppliers and subcontractors shall
recognize  and respect the right of employees to freely  associate in accordance
with the laws of the countries in which they are employed.

      Wages and Benefits:  Tommy Hilfiger suppliers and subcontractors recognize
that wages are  essential  to meeting  employees'  basic needs.  Tommy  Hilfiger
suppliers  and  subcontractors  shall pay  employees  at least the minimum  wage
required by local law regardless of whether they pay by the piece or by the hour
and shall provide legally mandated benefits.

      Work Hours: Tommy Hilfiger suppliers and subcontractors  shall not require
their  employees  to work more than the limits on  regular  and  overtime  hours
allowed by the law of the country of  manufacture.  Except  under  extraordinary
business circumstances,  Tommy Hilfiger suppliers' and subcontractors' employees
shall be  entitled  to one day off in every  seven-day  period.  Tommy  Hilfiger
suppliers  and  subcontractors  must inform  their  workers at the time of their
hiring if mandatory overtime is a condition of their employment.  Tommy Hilfiger
suppliers and  subcontractors  shall not compel their workers to work  excessive
overtime hours.

      Overtime  Compensation:  Tommy  Hilfiger  suppliers'  and  subcontractors'
employees,  shall be  compensated  for overtime hours at such premium rate as is
legally  required in the country of manufacture or, in countries where such laws
do not exist,  at a rate at least  equal to their  regular  hourly  compensation
rate.

      Contract Labor: Tommy Hilfiger  suppliers or subcontractors  shall not use
workers  obligated under contracts which exploit them, which deny them the basic
legal rights  available to people and to workers  within the  countries in which
they work or which are  inconsistent  with the principles set forth in this Code
of Conduct

<PAGE>

      Legal  and  Ethical  Business  Practices:  Tommy  Hilfiger  suppliers  and
subcontractors  must fully comply with all  applicable  local,  state,  federal,
national  and  international  laws,  rules and  regulations  including,  but not
limited  to,  those  relating to wages,  hours,  labor,  health and safety,  and
immigration.  Tommy  Hilfiger  suppliers and  subcontractors  must be ethical in
their business practices.

      Penalties:  Tommy  Hilfiger  reserves the right to terminate  its business
relationship  with any  supplier  who  violates  this Code of  Conduct  or whose
suppliers  or  subcontractors  violate  this  Code of  Conduct.  Tommy  Hilfiger
reserves the right to terminate  its business  relationship  with  suppliers who
fail to provide written  confirmation to Tommy Hilfiger that they have a program
in place to monitor their suppliers and  subcontractors for compliance with this
Code of Conduct.

<PAGE>

                                  CERTIFICATION

      In consideration of Tommy Hilfiger U.S.A.,  Inc.  ("THUSA") placing orders
for the  manufacture  of  Tommy  Hilfiger(R)  brand  merchandise  with us in the
future,  and in compliance  with THUSA's  Manufacturing  Agreement  with us (the
"Agreement"), we hereby certify that:

      I. Any merchandise  (including components thereof) we manufacture or cause
to be manufactured  under the Agreement will be manufactured in compliance with:
(1) all  applicable  requirements  of  Sections  6, 7, and 12 of the Fair  Labor
Standards Act, as amended,  and all  regulations and orders of the United States
Department of Labor under  Section 14 thereof,  and  applicable  state and local
laws pertaining to child labor, minimum wage and overtime compensation,  and, if
the  merchandise  is  manufactured   outside  the  United  States,  it  will  be
manufactured in compliance with the wage, overtime compensation, benefits, hour,
hiring  and  employment,   workplace   conditions  and  safety,   environmental,
collective bargaining, freedom of association laws of the country of manufacture
and without the use of child  (persons  under the age of 15 or younger  than the
age for completing compulsory education, if that age is higher than 15), prison,
indentured,  exploited  bonded,  forced or slave labor; (2) we currently have in
effect  and  will  maintain  a  program  of  monitoring  all of  our  suppliers,
subcontractors,   subcontract   sewing  shops  and  other  designated   contract
facilities producing Tommy Hilfiger(R) brand merchandise for compliance with (1)
above; (3) we will obtain the signature of an authorized  representative  of our
suppliers,  subcontractors,   subcontract  sewing  shops  and  other  designated
contract  facilities  producing Tommy Hilfiger(R) brand merchandise on a current
supplier  agreement,  as provided by THUSA;  and (4) within two (2) weeks of the
execution  of this  Certification,  we will  provide  to  THUSA  the  names  and
addresses of all of our suppliers, subcontractors,  subcontract sewing shops and
other  designated   contract   facilities   producing  Tommy  Hilfiger(R)  brand
merchandise  under the Agreement and all such merchandise  shall be manufactured
solely  in  factories  (whether  operated  by  our  suppliers,   subcontractors,
subcontract  sewing  shops or  designated  contract  facilities)  that have been
inspected and approved in writing by our authorized  employee or agent;  and (5)
all shipping  documents which accompany all Tommy  Hilfiger(R) brand merchandise
will include the following language (either preprinted or "stamped"):

                  "We hereby certify that the merchandise  (including components
                  thereof)  covered by this shipment was, if manufactured in the
                  United States, in compliance with all applicable  requirements
                  (1) of Sections 6, 7, and 12 of the Fair Labor  Standards Act,
                  as amended and all regulations and orders of the United States
                  Department  of Labor under  Section 14 thereof;  (2) state and
                  local  laws  pertaining  to  child  labor,  minimum  wage  and
                  overtime compensation;  or if the merchandise was manufactured
                  outside the United  States,  in  compliance  with the wage and
                  hour laws of the country of manufacture and without the use of
                  child (persons under the age of 15 or

<PAGE>

                                   Addendum B

            younger than the age for completing  compulsory  education,  if that
            age is higher than 15), prison, indentured, exploited bonded, forced
            or slave labor; and for all merchandise,  wherever manufactured,  in
            compliance  with the Tommy  Hilfiger  Supplier  Code of Conduct.  We
            further  certify that we have in effect a program of monitoring  our
            subcontractors   and   suppliers  and  other   designated   contract
            facilities which  manufacture  Tommy  Hilfiger(R)  brand merchandise
            which is sufficient  to ensure such  entities'  compliance  with the
            foregoing.  We also certify that upon  importation  (if  applicable)
            this  shipment  is in  compliance  with all laws  applicable  to the
            designation  of country of origin and is being shipped under legally
            issued and valid export license or visa."

      II. Neither we, nor any of our  subcontractors  or suppliers,  will in the
manufacture or treatment of any of the merchandise  and Products  (including the
components  thereof)  manufactured  hereunder use any Azo dyes that can be split
into any of the following amines:

                             CAS #                                     CAS #

4-Aminobiphenlyl             92-67-1  3,3'-Dimethoxybenzidine          119-90-4
Benzidine                    92-87-5  3,3'-Dimethylbenzadine           119-93-7
4-Chloro-o-toluidine         95-69-2  3,3'-Dimethyl-                   838-88-0
2-Naphthylamin               91-59-8     4,4'diaminodiphenylmethane
o-Aminoazotoluol             97-56-3  p-Kresidin                       120-71-8
2-amino-4-nitrotoluol        99-55-8  4,4'Methaylen-bis-(2-chloranilin)101-14-4
p-Chloroaniline              106-47-8 4,4'Oxydianiline                 101-80-4
2,4-Diaminoanisole           615-05-4 4,4'Thiodianiline                139-65-1
4,4'-Diaminodiphenylmethane  101-77-9 o-Toluidine                      95-53-4
3,3'-Dichlorbenzidin         91-94-1  2,4-Toluylenediamine             95-80-7
Aminoanabenzane                       2,4,5-Trimethylaniline           137-17-7
                                      o-Anisidine

and;

      III. We, and our subcontractors or suppliers,  will only use the following
chemicals  in  connection  with  the  manufacture  or  treatment  of  any of the
merchandise  and  products  (including  the  components  thereof)   manufactured
hereunder,  in accordance with the following  standards or any further standards
THUSA designates from time to time:

                  (i)   Formaldehyde:  Must  be  less  than  300  p.p.m.  when
                        tested in by the  Acetylacetone  method in  accordance
                        with Japanese law 112.

                  (ii)  Pentachlorophenol  (Pesticides):  Must be less  than 5
                        p.p.m.


<PAGE>

                  (iii) Nickel:  In the event any  metal  parts of a garment  or
                        other  merchandise  coming into  contact  with the skin,
                        contain  nickel in excess of 0.5  micrograms  per square
                        centimeter/week, Company must be so notified and special
                        warning labels need to be attached to the garment.

                                    ----------------------------------
                                    [Name of your Company]

Date: _____________________         By:_______________________________
                                         [Authorized Signature]

                                    Print Name:  _______________________





























<PAGE>

                                    EXHIBIT E

<PAGE>

TOMMY HILFIGER LICENSING, INC.                        PAGE_______OF ______
                                                      DATE________________



FORM MUST BE SUBMITTED COMPLETED                SUBMIT TO THE ATTENTION OF:
                                                TOMMY HILFIGER LICENSING, INC.
                                                913 N. MARKET STREET
                                                WILMINGTON, DELAWARE  19801



NAME OF

LICENSEE_______________________________________________________________

LICENSED

PRODUCT_______________________________________________________________

LICENSEE'S

ADDRESS_____________________________________________________________

EXPENDITURES  REFLECT THE PERIOD _____ / _____ / _____ TO _____  /_____  /_____,
ALL TEARSHEETS AND ADVERTISING BILLS MUST ACCOMPANY THIS FORM.

DATE OF                       PUBLICATION OF                DOLLAR AMOUNT
ADVERTISING                   TYPE OF ADVERTISING           LICENSEE SPENT


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<PAGE>

                                    EXHIBIT F

<PAGE>

                              ORGANIZATIONAL CHART

<PAGE>

                                    EXHIBIT G

<PAGE>

                                  CERTIFICATION

      In consideration of  ____________________  ("Company")  placing orders for
the manufacture of Tommy  Hilfiger(R)  brand  merchandise with us in the future,
and  in  compliance  with  Company's   Manufacturing   Agreement  with  us  (the
"Agreement"), we hereby certify that:

      I. Any merchandise  (including components thereof) we manufacture or cause
to be manufactured  under the Agreement will be manufactured in compliance with:
(1) all  applicable  requirements  of  Sections  6, 7, and 12 of the Fair  Labor
Standards Act, as amended,  and all  regulations and orders of the United States
Department of Labor under  Section 14 thereof,  and  applicable  state and local
laws pertaining to child labor, minimum wage and overtime compensation,  and, if
the  merchandise  is  manufactured   outside  the  United  States,  it  will  be
manufactured in compliance with the wage, overtime compensation, benefits, hour,
hiring  and  employment,   workplace   conditions  and  safety,   environmental,
collective bargaining, freedom of association laws of the country of manufacture
and without the use of child  (persons  under the age of 15 or younger  than the
age for completing compulsory education, if that age is higher than 15), prison,
indentured,  bonded,  forced or slave labor; (2) we currently have in effect and
will  maintain a program of monitoring  all of our suppliers and  subcontractors
and other  designated  contract  facilities  producing Tommy  Hilfiger(R)  brand
merchandise for compliance  with (1) above;  (3) we will obtain the signature of
an authorized  representative  of (i) our  subcontractors  and other  designated
contract  facilities  producing Tommy Hilfiger(R) brand merchandise on a current
Manufacturing  Agreement  in the same form as that which we have  executed  with
Company  and (i) our  suppliers  on a  Certification  in the  same  form as this
Certification;   and  (4)  within  two  (2)  weeks  of  the  execution  of  this
Certification,  we will provide to Company the names and addresses of all of our
suppliers, and subcontractors and other designated contract facilities producing
Tommy Hilfiger(R) brand merchandise under the Agreement and all such merchandise
shall be manufactured  solely in factories  (whether  operated by our suppliers,
subcontractors or other designated contract facilities) that have been inspected
and  approved  in  writing  by our  authorized  employee  or agent;  and (5) all
commercial invoices which accompany all Tommy Hilfiger(R) brand merchandise will
include the following language (either preprinted or "stamped"):

      "We hereby certify that the  merchandise  (including  components  thereof)
      covered by this  shipment  was  manufactured  in  compliance  with (1) all
      applicable  requirements  of  Sections  6,  7,  and 12 of the  Fair  Labor
      Standards  Act,  as amended and all  regulations  and orders of the United
      States Department of Labor under Section 14 thereof,  and applicable state
      and local  laws  pertaining  to child  labor,  minimum  wage and  overtime
      compensation,  and, (2) if  manufactured  outside the United  States,  was
      manufactured in compliance  with all applicable  requirements of the wage,
      overtime compensation,  benefits,  hour, hiring and employment,  workplace
      conditions and safety,  environmental,  collective bargaining,  freedom of
      association  laws of the  country of  manufacture  and  without the use of
      child (persons under the age of 15 or younger than the age for completing

<PAGE>

      compulsory education, if that age is higher than 15), prison,  indentured,
      bonded,  forced or slave labor.  We further certify that we currently have
      in effect a program of monitoring of our suppliers and  subcontractors and
      other designated  contract  facilities which manufacture Tommy Hilfiger(R)
      brand merchandise to ensure their compliance with the Fair Labor Standards
      Act and all state,  local and foreign laws  pertaining to wages,  overtime
      compensation, benefits, hours, hiring and employment, workplace conditions
      and safety, environmental,  collective bargaining,  freedom of association
      and that their products or and the components thereof are made without the
      use of child  (persons  under  the age of 15 or  younger  than the age for
      completing compulsory  education,  if that age is higher than 15), prison,
      indentured,  bonded,  forced or slave  labor.  We also  certify  that upon
      importation (if  applicable)  this shipment is in compliance with all laws
      applicable  to the  designation  of country of origin and is being shipped
      under legally issued and valid export license or visa."

      II.  Neither we, nor any of our  subcontractors  or suppliers,  will use
any of the following  chemicals or dyestuffs in the  manufacture  or treatment
of any of the  merchandise  and Products  (including the  components  thereof)
manufactured hereunder:

                             CAS #                                     CAS #

4-Aminobiphenlyl             92-67-1  3,3'-Dimethoxybenzidine          119-90-4
Benzidine                    92-875   3,3'-Dimethylbenzadine           119-93-7
4-Chloro-o-toluidine         95-69-2  3,3'-Dimethyl-                   838-88-0
2-Naphthylamin               91-59-8     4,4'diaminodiphenylmethane
o-Aminoazotoluol             97-56-3  p-Kresidin                       120-71-8
2-amino-4-nitrotoluol        99-55-8  4,4'Methaylen-bis-(2-chloranilin)101-14-4
p-Chloroaniline              106-47-8 4,4'Oxydianiline                 101-80-4
2,4-Diaminoanisole           615-05-4 4,4'Thiodianiline                139-65-1
4,4'-Diaminodiphenylmethane  101-77-9 o-Toluidine                      95-53-4
3,3'-Dichlorbenzidin         91-94-1  2,4-Toluylenediamine             95-80-7
Aminoanabenzane                       2,4,5-Trimethylaniline           137-17-7
                                      o-Anisidine

and;

      III. We, and our subcontractors or suppliers,  will only use the following
chemicals  in  connection  with  the  manufacture  or  treatment  of  any of the
merchandise  and  products  (including  the  components  thereof)   manufactured
hereunder,  in accordance with the following  standards or any further standards
Company and THLI designate from time to time:

                  (i)   Formaldehyde:  Must  be  less  than  300  p.p.m.  when
                        tested in by the  Acetylacetone  method in  accordance
                        with Japanese law 112.

                  (ii)  Pentachlorophenol  (Pesticides):  Must be less  than 5
                        p.p.m.


<PAGE>

                  (iii) Nickel:  In the event any  metal  parts of a garment  or
                        other  merchandise  coming into  contact  with the skin,
                        contain  nickel in excess of 0.5  micrograms  per square
                        centimeter/week,  Company  must so notified  and special
                        warning labels need to be attached to the garment.

                                    ----------------------------------
                                    [Name of your Company]

Date: _____________________         By:_______________________________
                                         [Authorized Signature]

                                    Print Name:  _______________________



<PAGE>

                                    EXHIBIT H

<PAGE>

                           Tommy Hilfiger Corporation

                            Supplier Code of Conduct

            We, at the Tommy Hilfiger Corporation (hereinafter "Tommy Hilfiger")
are proud of our  tradition of conducting  our business in  accordance  with the
highest  ethical  standards and in compliance with the laws of the United States
and of the countries in which we produce, buy and sell our products.

      Tommy  Hilfiger is  committed  to legal  compliance  and ethical  business
practices in all  operations  and seeks to do business with  suppliers who share
that  commitment.  Tommy  Hilfiger  actively  seeks to engage as its  suppliers,
companies which offer their workers safe and healthy workplaces.

      Tommy Hilfiger will not tolerate  exploitative or abusive  conditions once
known.  The Tommy Hilfiger  Supplier Code of Conduct  (hereinafter  the "Code of
Conduct") defines our minimum expectations. No Code can be all inclusive, but we
expect our  suppliers  to act  reasonably  in all respects and to ensure that no
abusive, exploitative or illegal conditions exist at their workplaces.

      Tommy  Hilfiger  requires its  suppliers to extend  principles of fair and
honest  dealing to all others with whom they do business,  including  employees,
subcontractors and other third parties.  We also require our suppliers to ensure
and to certify to us that no abusive,  exploitative or illegal  conditions exist
at the workplaces of their suppliers and subcontractors.

      Tommy  Hilfiger will only do business with  suppliers who obey the laws of
the country in which they operate and the  principles  expressed in this Code of
Conduct.

      Tommy  Hilfiger will only do business with suppliers who have certified to
us that their business practices are lawful,  ethical and in compliance with the
principles set forth in this Code of Conduct. Moreover, Tommy Hilfiger will only
do business  with  suppliers  who have agreed to be subjected to the scrutiny of
the  Tommy  Hilfiger  Supplier  Monitoring  Program  under  which  they  will be
inspected and evaluated to ensure their compliance with this Code of Conduct.

      Forced  Labor:  Tommy  Hilfiger  will not purchase  products or components
thereof from suppliers that use forced labor, prison labor,  indentured labor or
exploited bonded labor, or permit their suppliers to do so.

      Child  Labor:  Tommy  Hilfiger  will not purchase  products or  components
thereof manufactured by persons younger than 15 years of age or younger than the
age of completing  compulsory education in the country of manufacture where such
age is higher than 15.

<PAGE>

                                    EXHIBIT H

      Harassment or Abuse:  Tommy  Hilfiger  suppliers and  subcontractors  must
treat their employees with respect and dignity.  No employee shall be subject to
physical, sexual or psychological harassment or abuse.

      Nondiscrimination:  Tommy Hilfiger suppliers and subcontractors  shall not
subject any person to  discrimination in employment,  including hiring,  salary,
benefits,  advancement,  discipline,  termination or retirement, on the basis of
gender,  race,  religion,  age,  disability,  sexual  orientation,  nationality,
political opinion, or social or ethnic origin.

      Health and Safety:  Tommy  Hilfiger  suppliers  and  subcontractors  shall
provide a safe and healthy working  environment to prevent  accidents and injury
to health  arising out of, linked with, or occurring in the course of work or as
a result of the operation of employer  facilities.  Employers  must fully comply
with all applicable workplace conditions, safety and environmental laws.

      Freedom of Association:  Tommy Hilfiger suppliers and subcontractors shall
recognize  and respect the right of employees to freely  associate in accordance
with the laws of the countries in which they are employed.

      Wages and Benefits:  Tommy Hilfiger suppliers and subcontractors recognize
that wages are  essential  to meeting  employees'  basic needs.  Tommy  Hilfiger
suppliers  and  subcontractors  shall pay  employees  at least the minimum  wage
required by local law regardless of whether they pay by the piece or by the hour
and shall provide legally mandated benefits.

      Work Hours: Tommy Hilfiger suppliers and subcontractors  shall not require
their  employees  to work more than the limits on  regular  and  overtime  hours
allowed by the law of the country of  manufacture.  Except  under  extraordinary
business circumstances,  Tommy Hilfiger suppliers' and subcontractors' employees
shall be  entitled  to one day off in every  seven-day  period.  Tommy  Hilfiger
suppliers  and  subcontractors  must inform  their  workers at the time of their
hiring if mandatory overtime is a condition of their employment.  Tommy Hilfiger
suppliers and  subcontractors  shall not compel their workers to work  excessive
overtime hours.

      Overtime  Compensation:  Tommy  Hilfiger  suppliers'  and  subcontractors'
employees,  shall be  compensated  for overtime hours at such premium rate as is
legally  required in the country of manufacture or, in countries where such laws
do not exist,  at a rate at least  equal to their  regular  hourly  compensation
rate.

      Contract Labor: Tommy Hilfiger  suppliers or subcontractors  shall not use
workers  obligated under contracts which exploit them, which deny them the basic
legal rights  available to people and to workers  within the  countries in which
they work or which are  inconsistent  with the principles set forth in this Code
of Conduct

<PAGE>

      Legal  and  Ethical  Business  Practices:  Tommy  Hilfiger  suppliers  and
subcontractors  must fully comply with all  applicable  local,  state,  federal,
national  and  international  laws,  rules and  regulations  including,  but not
limited  to,  those  relating to wages,  hours,  labor,  health and safety,  and
immigration.  Tommy  Hilfiger  suppliers and  subcontractors  must be ethical in
their business practices.

      Penalties:  Tommy  Hilfiger  reserves the right to terminate  its business
relationship  with any  supplier  who  violates  this Code of  Conduct  or whose
suppliers or subcontractors violate this Code of Conduct.

      Tommy Hilfiger  reserves the right to terminate its business  relationship
with suppliers who fail to provide  written  confirmation to Tommy Hilfiger that
they have a program in place to monitor their suppliers and  subcontractors  for
compliance with this Code of Conduct.

<PAGE>

                                 SCHEDULE 2.7(b)

<PAGE>

January 20, 1999



Ms. Tanys Scoblick
Tommy Hilfiger USA, Inc.
25 West 39th Street
New York, NY 10018



Dear Tanya,

This  letter is to confirm our  agreement  to occupy  showroom  space on the 3rd
floor of 25 West 39th Street. We will pay for the build-out and annual rental on
spaces  104 and 105 as shown on the  floor  finish  plan  labeled  A-103 per the
following terms and conditions.

o     Showroom Space Square Footage - 514 sf.
o     Allocated Common Area Square Footage - 514 sf.
o     Build-out  Cost -  $200  sf on  showroom  and  common  area  sf  including
      furniture and  sufficient  fixturing to display entire Spring and Fall sku
      product line.

o     Furnishings  (art  work,  graphics,  etc) - our  share  approx.  $15,000
      one-time charge.
o     Other space square footage that rent applies to - approx. 200 sf.
o     Total square footage that rent applies to - 1,228 sf.
o     Annual rent - $40 sf including  base,  electric,  taxes,  porter  rages,
      security.

Other Conditions:
o     Need to work with the architect in making separation between two showrooms
      and any fixturing  against the separator  movable so we can utilize entire
      space as one room if necessary.

o     Need to furnish the showroom with  furniture and fixturing  that "fit" the
      tight confines of the space yet provide maximum seating and sku capacity.

o     Need to review  final TH USA "lease"  terms  sheet  prior to giving  final
      approval.

Please forward the terms sheet at your earliest convenience.

Regards,


/s/ Rick Thornton
Rick Thornton

Sr. VP Finance & Operations

<PAGE>