EXHIBIT 10.2

                              DANIEL GREEN COMPANY
                              450 North Main Street
                              Old Town, Maine 04468

                                December 27, 2001

Elan-Polo, Inc.
630 Melrose Avenue
Nashville, Tennessee 37211

Gentlemen:

     Reference is made to that certain Asset Purchase  Agreement  dated November
29, 2001 (the "Asset  Purchase  Agreement")  by and between Daniel Green Company
("Daniel Green") and Elan-Polo, Inc. ("Elan-Polo").  The parties hereby agree to
amend the Asset Purchase Agreement as follows:

I. L/C Delivery.

     The  parties  agree that  notwithstanding  anything  in the Asset  Purchase
Agreement  to the  contrary,  Elan-Polo  may deliver the L/C required by Section
2.2(a)(iv)(C)  within five (5) days after the Closing  Date and that the failure
to do so shall be an event of default under the Note.

II. Collateral Assignment of L.B. Evans Marks.

     Notwithstanding  anything in the Asset Purchase  Agreement to the contrary,
Elan-Polo  acknowledges and agrees that: (i) the Acquisition Agreement shall not
be assigned to Elan-Polo, (ii) the Acquired Trademarks related to the L.B. Evans
brands shall be assigned to Elan-Polo subject to the Collateral Assignment dated
January 11, 2001 between L.B. Evans Son Company  Limited  Partnership and Daniel
Green and any liens,  security  interests or  encumbrances  related thereto (the
"L.B.  Evans Collateral  Assignment") and (iii) the Collateral  Assignment to be
granted by Elan-Polo in such L.B.  Evans  trademarks and related good will under
Section  2.2(b)(iv)(F)  of the Asset Purchase  Agreement shall be subject to the
L.B. Evans  Collateral  Assignment.  Notwithstanding  the  foregoing,  Elan-Polo
agrees to assume,  perform and discharge all of Daniel Green's  obligations  and
liabilities  under the Acquisition  Agreement and that all such  obligations and
liabilities are and shall continue to be "Assumed  Liabilities"  under the Asset
Purchase Agreement.

III. Section 3.4 "Title to Acquired Assets" is hereby modified by:

     deleting  the  phrase   "Intangible   Acquired   Assets  and  the  Acquired
Intellectual  Property" in their entirety in both the first and second sentences
of Section 3.4.


                                       1
<PAGE>

IV. Exhibit A "Defined Terms" is hereby modified by:

     deleting  it in its  entirety  and  replacing  it with  Exhibit A  attached
     hereto.

V. Exhibit E "Assignment of Trademark" is hereby modified by:

     deleting  the  reference  to  "attached  hereto as  Exhibit  E" in  Section
2.1(b)(i)(B) and replacing it with:

          "and substance mutually agreeable to both Daniel Green and Elan-Polo."

VI. Miscellaneous.

     All  references  in  the  Asset  Purchase  Agreement  to  Exhibit  E  shall
correspond to the Assignment of Trademarks executed by Daniel Green at Closing.

     All other  provisions of the Asset Purchase  Agreement shall remain in full
force and effect. This letter and the amendment made hereby shall be governed by
New York law.

     To signify your agreement to the  foregoing,  please sign in the space that
has been provided below for Elan-Polo's signature.

                                      DANIEL GREEN COMPANY

                                      By:
                                          ------------------------------
                                      Name:    James Riedman
                                      Title:   Chairman and CEO

Accepted and Agreed:

ELAN-POLO, INC.

By:
    -----------------------------------
Name:
Title:


                                       2
<PAGE>

                                    EXHIBIT A
                                  DEFINED TERMS

     Defined  terms used in the Asset  Purchase  Agreement and the sections they
are defined in are as follows:

     Defined Term                                            Section
     ------------                                            -------

     Acquired Brands                                         Recitals
     Acquired Assets                                         1.1(a)
     Acquired Inventory                                      1.1(a)(ii)
     Acquired Inventory Purchase Price                       2.2(a)(i)
     Acquired Trademarks                                     1.1(a)(iii)
     Assigned Contracts                                      1.1(a)(i)
     Assumed Liabilities                                     1.2
     Authorizations                                          3.8
     Bill of Sale                                            2.1(b)(i)(C)
     Closing                                                 2.1(a)
     Closing Date                                            2.1(a)
     Contract                                                3.3
     Contract Assignment                                     2.1(b)(i)(A)
     Conveyance Agreements                                   2.1(b)(i)(D)
     Daniel Green                                            Preamble
     Daniel Green Brand Annual Minimum Payment               2.2(b)(i)
     Daniel Green Brand Payment                              2.2(b)(i)
     Daniel Green Closing Documents                          2.1(b)(i)
     Daniel Green Indemnitees                                8.2
     Daniel Green's Knowledge                                3.6
     Daniel Green Services Agreement                         7.1
     Daniel Green Warehouse                                  1.1(a)(ii)(D)
     Deficiency Notice                                       2.2(b)(iv)(C)
     Deloitte & Touche                                       2.2(a)(v)
     Elan-Polo                                               Preamble
     Elan-Polo Closing Documents                             2.1(b)(ii)
     Elan-Polo Indemnitees                                   8.3
     Elan-Polo's Knowledge                                   4.4
     Encumbrances                                            1.1(a)
     Estimated Acquired Inventory Purchase Price             2.2(a)(iv)
     Final Acquired Inventory Purchase Price                 2.2(a)(iv)


                                       3
<PAGE>

     Defined Term                                            Section
     ------------                                            -------

     Governmental Entity                                     3.3
     Indemnified Party                                       8.4(a)
     Indemnifying Party                                      8.4(a)
     Trademark Assignments                                   2.1(b)(i)(B)
     Inventory Cost                                          2.2(a)(ii)
     L.B. Evans Acquisition Agreement                        1.1(a)(i)
     L.B. Evans Brand Annual Minimum Payment                 2.2(b)(ii)
     L.B. Evans Brand Payment                                2.2(b)(ii)
     L/C                                                     2.2(a)(iv)(C)
     L/C Bank                                                2.2(a)(iv)(C)
     Losses                                                  8.2
     Net Sales                                               2.2(b)(iii)
     Note                                                    2.2(a)(vi)(B)
     Note Maturity Date                                      2.2(a)(iv)(B)
     Preliminary Inventory Certificate                       2.2(a)(iv)
     Purchase Price                                          2.2
     Retained Assets                                         1.1(b)
     Retained Liabilities                                    1.2(b)
     Trademarks                                              1.1(a)(iii)



                                       4