EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT,  dated as of November 29, 2001, by and among
ELAN-POLO,  INC.,  a Missouri  corporation  (the  "Elan-Polo")  and DANIEL GREEN
COMPANY, a Massachusetts corporation (the "Daniel Green"). A schedule of defined
terms is set forth in Exhibit A annexed hereto.

                                R E C I T A L S:

     WHEREAS,  Daniel Green is engaged in the  manufacture,  import,  marketing,
design and  wholesale of men's and women's  footwear in the United  States under
various brand names, including the Daniel Green and L.B. Evans brand names; and

     WHEREAS,  Elan-Polo  desires to purchase  and acquire from Daniel Green and
Daniel Green  desires to sell and transfer to Elan-Polo  all of its  inventories
and certain other assets used solely in  connection  with the marketing and sale
of footwear products under the Daniel Green and L.B. Evans brands (the "Acquired
Brands"), all on the terms and conditions set forth herein;

                              P R O V I S I O N S :

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
herein  made,  and in  consideration  of  the  representations,  warranties  and
agreements herein contained, the parties,  intending to be legally bound hereby,
agree as follows:

                                    ARTICLE I
                         ASSETS TO BE PURCHASED AND SOLD

     Section 1.1 Acquired Assets.

          (a)  Acquired  Assets.  On the  Closing  Date (as  defined  in Section
     2.1(a)),  subject to the terms and  conditions  of this  Agreement,  Daniel
     Green shall sell, assign,  transfer,  convey and deliver, to Elan-Polo, and
     Elan-Polo shall  purchase,  pay for and accept from Daniel Green all of the
     right,  title and interest of Daniel Green in all of the  following  assets
     held by Daniel Green as of the Closing Date ("Acquired  Assets"),  free and
     clear  of  all  liens,  claims,  charges  or  encumbrances  of  any  nature
     whatsoever ("Encumbrances"),  in each case solely to the extent used in the
     manufacture,  import,  marketing,  design or wholesale of men's and women's
     footwear under the Acquired Brands' names:

               (i) Contracts. To the extent assignable,  all executory contracts
          and contract rights of Daniel Green,  including,  without  limitation,
          those for the purchase of materials,  supplies and services,  the sale
          of products or services  and rights and claims and  interests of every
          kind,    such    as    foreign    agent    agreements,     undelivered
          manufacturer/factory orders, buyer agent and other service agreements,
          sales  orders,   supply  contracts,   purchase  orders,   commitments,
          trademark,  copyright and other license agreements and other documents
          to which  Daniel  Green is a party  or by which it has  rights  and/or
          obligations (collectively, the "Assigned Contracts"),


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          including,  but not limited to, the Acquisition Agreement between L.B.
          Evans Son Company Limited Partnership and Daniel Green Company,  dated
          January 11, 2000 (the "L.B. Evans Acquisition Agreement")

               (ii) Acquired Inventory.  All inventories of finished goods, work
          in progress, raw materials,  service parts and supplies (including all
          pre-production approved samples by customers and licensees),  wherever
          located at the  Closing  Date,  including,  without  limitation,  such
          inventories:

                    (A) located at  facilities  owned,  used or leased by Daniel
               Green's foreign agents;

                    (B) located at  facilities  owned,  used or leased by Daniel
               Green's manufacturers or suppliers;

                    (C) in transit; and

                    (D)  located on the  premises  of Daniel  Green's  warehouse
               distribution  facility  in Old Town,  Maine  (the  "Daniel  Green
               Warehouse").

     (All  inventories  described under this Section  1.1(a)(ii) are referred to
collectively as the "Acquired Inventory.")

     Provided,  however,  that any product styles made  exclusively  for sale to
Dillards, Inc. shall be excluded from the Acquired Inventory unless prior to the
Closing Date  Dillards  confirms to Daniel Green its  intention to purchase such
inventory in the future.  However,  if such Dillards  inventory is excluded from
the Acquired  Inventory,  Daniel Green, in its sole  discretion,  shall have the
right to sell such inventory as Daniel Green sees fit.

                    (iii)  Trademarks.  All  registered and  unregistered  trade
          names,  trademarks,  service marks,  product  designations,  corporate
          names, trade dress, logos, slogans, designs and general intangibles of
          like nature,  together with all  registrations  and recordings and all
          applications   for   registration   therefor  and  all   translations,
          adaptations,  derivatives  and  combinations  thereof  identified  and
          described in Schedule 1.1 of the Daniel Green Disclosure Schedule (the
          "Acquired Trademarks") and all goodwill thereof.

                    (iv) Permits,  Licenses,  Registrations,  Etc. To the extent
          assignable, all consents,  permits,  licenses, orders,  registrations,
          franchises,  certificates,  approvals or other similar rights from any
          federal, state or local regulatory agencies.

                    (v) Books and Records. All operating manuals and guidelines,
          software  manuals and  documentation,  manuals  and data,  catalogues,
          slogans,  quotations,  sales  and  advertising  materials,  sales  and
          purchase  correspondence,  research and development records,  lists of
          present  and  former   customers  and   suppliers,   customer   credit
          information,   customer  pricing   information,   business  plans  and
          personnel and employment records and files.

          (b) Retained Assets.  Notwithstanding anything contained herein to the
     contrary,  Daniel  Green shall not sell,  transfer,  convey or deliver,  or
     cause to be sold,  transferred,


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     conveyed or delivered, to Elan-Polo,  and Elan-Polo shall not purchase from
     Daniel Green any of the following assets, properties,  interests and rights
     of Daniel Green (the "Retained Assets"):

               (i)  Cash and Cash  Equivalents.  All cash and cash  equivalents,
          such as bank deposits and securities;

               (ii)  Accounts  and  Notes  Receivable.  All  accounts  and notes
          receivable, net of all charge backs, offsets and credits;

               (iii)   Penobscot   Shoe  Company.   All  capital  stock  of  any
          subsidiaries,  including,  but not limited  to, the  capital  stock of
          Penobscot Shoe Company ("Penobscot");

               (iv) Real  Properties  and Leasehold  Interests.  All  interests,
          options or rights in and to all real  property  (including  the Daniel
          Green  Warehouse)  and or leases of real  property used or occupied by
          Daniel Green, together with all buildings,  structures,  improvements,
          easements,  fixtures,  rights of way and appurtenances located therein
          or thereon;

               (v) Books and  Records.  All books and  records  of Daniel  Green
          related  to the other  Retained  Assets or the  Retained  Liabilities,
          provided,  however, that Daniel Green shall allow Elan-Polo reasonable
          access to all books and records relating to the sales history, cost of
          goods sold history and accounts  receivable  write-off  history of the
          Acquired Assets;

               (vi) Other Assets.  All other assets,  properties,  interests and
          rights of Daniel  Green which are not used solely in the  manufacture,
          import,  marketing,  design or wholesale of men's and women's footwear
          under the Acquired Brands names; and

               (vii) Rights Under This  Agreement.  All of Daniel Green's rights
          under this Agreement,  the Conveyance  Agreements,  the Note, the L/C,
          the Collateral  Assignment,  the Transition  Services  Agreement,  the
          Lease  Agreement and all other  agreements,  documents and instruments
          execute in connection herewith.

     Section 1.2 Daniel Green's Liabilities.

          (a) Assumed Liabilities. On and as of the Closing Date, subject to the
     terms and conditions of this Agreement, Elan-Polo shall assume and agree to
     pay, perform and discharge as and when due all of the following liabilities
     and obligations of Daniel Green that arise after the Closing (collectively,
     the "Assumed Liabilities"):

               (i) under the Assigned Contracts,  including, but not limited to,
          the L.B. Evans Acquisition Agreement; and

               (ii) All  obligations  and  liabilities in respect of any and all
          Acquired  Inventory  sold by  Elan-Polo  or any of its  affiliates  or
          associates on or after the Closing  Date,  including  obligations  and
          liabilities for product  liability  claims for defective  products for
          personal,  property  or  other  damage  or for  refunds,  adjustments,
          allowances,  rebates,  repairs,  exchanges,  returns and warranties of
          merchantability and other contractual warranty claims.


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          (b) Liabilities Not Assumed.  Notwithstanding anything to the contrary
     contained in this Agreement, except for the Assumed Liabilities,  Elan-Polo
     shall not  assume or in any manner  become  liable or  responsible  for any
     liability, obligation, commitment or expense of any kind, known or unknown,
     now existing or hereafter  arising,  of or related to Daniel Green,  or the
     Acquired Assets.  Daniel Green shall retain  responsibility  for all of its
     liabilities,  payments or  obligations  other than the Assumed  Liabilities
     (the "Retained  Liabilities"),  including  obligations  and liabilities for
     refunds,  adjustments,  allowances,  repairs, exchanges, returns, claims of
     warranty of  merchantability  and other claims from products sold by Daniel
     Green under the Acquired Brands names prior to the Closing Date.

     Section 1.3 Daniel Green/Elan-Polo Buying Agency Agreement. Notwithstanding
anything  to the  contrary,  Daniel  Green and  Elan-Polo  agree that the Buying
Agency  Agreement dated January 1, 2000 between such parties shall terminate and
be of no further force or effect as of the Closing Date.

     Section 1.4  Transition  Services  Agreement.  On the Closing Date,  Daniel
Green and Elan-Polo shall enter into a Transition Services Agreement in the form
attached hereto as Exhibit B (the "Transition Services Agreement").

     Section  1.5  Lease  Agreement.  On the  Closing  Date,  Daniel  Green  and
Elan-Polo  shall enter into a Lease  Agreement for the Daniel Green Warehouse in
the form attached hereto as Exhibit C (the "Lease Agreement").

                                   ARTICLE II
                    CLOSING AND CLOSING DATE; PURCHASE PRICE

     Section 2.1 The Closing.

          (a)  Closing  Date.   Subject  to  Article  VI,  the  closing  of  the
     transactions  contemplated  by this  Agreement (the  "Closing")  shall take
     place at the  offices of Woods  Oviatt  Gilman  LLP,  Rochester,  New York,
     commencing  at 10:00  a.m.,  local time,  on December  28, 2001 and TIME IS
     HEREBY MADE OF THE ESSENCE (the "Closing Date").

          (b) Closing Documents.

               (i) Daniel Green's Deliveries. At or prior to the Closing, Daniel
          Green  shall  deliver  or  cause  to be  delivered  to  Elan-Polo  the
          following documents (the "Daniel Green Closing Documents"):

                    (A) an Assignment and Assumption Agreement  substantially in
               the form attached hereto as Exhibit D (the "Contract Assignment")
               executed by Daniel  Green  conveying  the  Assigned  Contracts to
               Elan-Polo;

                    (B) a separate  trademark  assignment  in the form  attached
               hereto as Exhibit E (the  "Trademark  Assignments")  executed  by
               Daniel Green conveying the Acquired Trademarks to Elan-Polo;


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                    (C) a Bill of Sale in the form attached  hereto as Exhibit F
               (the  "Bill of Sale")  executed  by Daniel  Green  conveying  the
               Acquired Inventory to Elan-Polo; and

                    (D) such other sale,  conveyance  and transfer  documents in
               form and substance  reasonably  satisfactory to Elan-Polo and its
               counsel in order effectively to vest in Elan-Polo title to all of
               the  Acquired  Assets  (all  such  documents,  together  with the
               Contract  Assignment,  the Trademark  Assignments and the Bill of
               Sale,  the  "Conveyance  Agreements"),  as  required  by  Section
               6.2(c);

                    (E) as  required by Section  1.4,  the  Transition  Services
               Agreement executed by Daniel Green;

                    (F) as required by Section 1.5, the Lease Agreement executed
               by Daniel Green;

                    (G)  the  books,  lists  and  papers  described  in  Section
               1.1(a)(v);

                    (H)   the   Preliminary   Inventory   Certificate   for  the
               calculation  of the purchase price  attributable  to the Acquired
               Inventory contemplated under Section 2.2(a)(iv);

                    (I) a UCC-11 search showing no security  interests  recorded
               against the Acquired Assets, except for Manufacturers Traders and
               Trust  Company and James  Riedman  together  with UCC-3  releases
               signed by  Manufacturers  and  Traders  Trust  Company  and James
               Riedman (or his assignee)  releasing  their  respective  security
               interest in the Acquired Assets;

                    (J) a  certificate  executed  by  Daniel  Green's  secretary
               certifying  to the  resolutions  necessary  to  authorize  Daniel
               Green's execution and delivery of this Agreement, the Conveyances
               Agreement, the Transition Services Agreement, the Lease Agreement
               and the performance of its obligations hereunder and thereunder;

                    (K) an incumbency certificate and good standing certificates
               with respect to Daniel Green;

                    (L)  the  Daniel   Green  Brand   Annual   Minimum   Payment
               certificate  pursuant  to, and L.B.  Evans Brand  Annual  Minimum
               Payment  certificate  pursuant to,  Section  2.2(b)(i)  and (ii),
               respectively; and

                    (M) any other documents otherwise required by this Agreement
               to be delivered by Daniel Green at or prior to the Closing.

               (ii) Elan-Polo's  Closing Deliveries.  At the Closing,  Elan-Polo
          shall  deliver or cause to be delivered to Daniel Green the  following
          documents (the "Elan-Polo Closing Documents"):

                    (A) the  Conveyance  Agreements  to which  it will  become a
               party, in each case executed by Elan-Polo;


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                    (B) as  required  by  Section  2.2(a)(vi)  below,  the  Note
               executed by Elan-Polo and the L/C issued by the L/C Bank;

                    (C) as required  by Section  2.2(b)(iv)(F),  the  Collateral
               Assignment executed by Elan-Polo;

                    (D)  a  certificate   executed  by   Elan-Polo's   secretary
               certifying to the resolutions  necessary to authorize Elan-Polo's
               execution  and  delivery  of  this   Agreement,   the  Note,  the
               Conveyance Agreements,  the documents required by the L/C Bank to
               issue the L/C, the Collateral Assignment, the Transition Services
               Agreement,   the  Lease  Agreement  and  all  other   agreements,
               documents and instruments  execute in connection herewith and the
               performance of its obligations hereunder and thereunder;

                    (E)   an   incumbency   certificates   and   good   standing
               certificates with respect to Elan-Polo;

                    (F) as  required by Section  1.4,  the  Transition  Services
               Agreement executed by Elan-Polo;

                    (G) as required by Section 1.5, the Lease Agreement executed
               by Elan-Polo; and

                    (H) any other documents otherwise required by this Agreement
               to be delivered by Elan-Polo at or prior to the Closing.

     Section  2.2  Purchase  Price.  In  consideration  of the  sale,  transfer,
conveyance  and  assignment  of all the Acquired  Assets,  on the Closing  Date,
Elan-Polo  shall assume the Assumed  Liabilities  and as the purchase  price pay
Seller the sum of (a)(i) and (b)(i) and (ii) set forth below in this Section 2.2
(the "Purchase Price"):

          (a) Acquired Inventory Purchase Price.

               (i)  The  total  amount  due  for  the  Acquired  Inventory  (the
          "Acquired  Inventory  Purchase  Price")  shall  be the  sum of (A) the
          aggregate  Inventory Cost for all Acquired Inventory in the Carry-Over
          A Styles,  (B) 50% of the  aggregate  Inventory  Cost for all Acquired
          Inventory in the Carry-Over B Styles and the Discontinued A Styles and
          (C) 25% of the aggregate  Inventory Cost for all Acquired Inventory in
          the Discontinued B Styles and the classification of all product styles
          as set forth on  Exhibit  F  attached  hereto.  For  purposes  hereof,
          "Inventory Cost" means Daniel Green's costs for the Acquired Inventory
          as recorded in its books of account as of the Closing Date,  inclusive
          of net invoice cost, freight,  duty and other direct costs, taxes, and
          assessments.

               (ii)  Notwithstanding  anything to the contrary above,  Elan-Polo
          reserves the right to renegotiate the Inventory Cost of any particular
          style if the  inventory  level of such  particular  style  exceeds the
          projected  inventory  level  furnished by Daniel Green on November 13,
          2001 by more than 25%.


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               (iii)  Elan-Polo  shall be  entitled  to receive  Daniel  Green's
          perpetual  inventory  records for each style  included in the Acquired
          Inventory,  including  pairs and the  Inventory  Cost, at least thirty
          (30) days prior to the Closing Date. In addition,  Elan-Polo  shall be
          entitled to conduct  verification  of Daniel Green's  Acquired  Brands
          inventory  quantities  and  landed  cost of such  perpetual  inventory
          records.  Elan-Polo  also will be entitled to receive weekly sales and
          quantities reports after the date hereof and prior to the Closing Date
          for inventories of each style included in the Acquired Brands, as well
          as copies of receipts for such  inventories  with  quantities  and the
          Inventory Cost from the date of the perpetual inventory report through
          the Closing Date.

               (iv) At the Closing,  Daniel  Green shall  deliver to Elan-Polo a
          certificate  executed  by an officer of Daniel  Green  certifying  the
          total  amount  due  for  the  Acquired   Inventory  (the  "Preliminary
          Inventory Certificate") pursuant to Section 2.2(a)(i), which shall set
          forth the quantity of each style  included in the  Acquired  Inventory
          and the Inventory  Cost thereof and the  aggregate  amount due for the
          Acquired Inventory Purchase Price pursuant to Section 2.2(a)(i) above.
          At the  Closing,  Elan-Polo  shall pay to Daniel Green the sum due for
          the Acquired  Inventory  Purchase Price pursuant to Section  2.2(a)(i)
          based  on  the  Preliminary   Inventory  Certificate  (the  "Estimated
          Acquired  Inventory  Purchase  Price") and in accordance  with Section
          2.2(vi) below.

               (v) As soon as  reasonably  practicable  following  the  Closing,
          Daniel Green shall cause Deloitte & Touche,  LLP ("Deloitte  &Touche")
          to audit the physical  inventory  of the Acquired  Inventory as of the
          Closing  Date and to  verify  that the  information  contained  in the
          Preliminary Inventory Certificate has been prepared in accordance with
          the  terms  of  this  Agreement.  Daniel  Green  and  Elan-Polo  shall
          cooperate in making the Acquired Inventory and all relevant supporting
          books and records  available  to Delloite & Touche.  Daniel  Green and
          Elan-Polo shall share equally all fees,  costs and expense of Delloite
          & Touche's  engagement.  Daniel Green shall use reasonable  efforts to
          have the  engagement  completed  within  ninety  (90)  days  after the
          Closing Date.

     If Delloite & Touche determines that the Preliminary  Inventory Certificate
is  correct,  then it shall  become  and be  deemed  to be the  Final  Inventory
Certificate.  If Deloitte & Touche  determines  that the  Preliminary  Inventory
Certificate  is  incorrect,  then it shall  prepare and issue a Final  Inventory
Certificate that sets forth the correct  information.  In either case, the Final
Inventory  Certificate shall be final and binding on the parties for purposes of
determining  the Final  Acquired  Inventory  Purchase  Price.  If the  Estimated
Acquired  Inventory  Purchase  Price  is more or less  than the  Final  Acquired
Inventory  Purchase  Price,  then the  principal  amount of the Note referred to
below shall be  adjusted by such  difference.  In such  event,  Elan-Polo  shall
promptly prepare and issue a new Note to amend and restate the old Note and upon
Daniel Green's acceptance thereof,  Daniel Green shall surrender the old Note to
Elan-Polo.

               (vi)  The  Acquired  Inventory  Purchase  Price  shall be paid as
          follows:

                    (A) At Closing,  Elan-Polo  shall pay or cause to be paid to
               Daniel  Green an amount equal to 50% of the  aggregate  Inventory
               Cost of all Acquired  Inventory by wire  transfer of  immediately
               available  funds to an  account  designated  by Daniel  Green (or
               other means acceptable to Daniel Green); and


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                    (B) At Closing,  Elan-Polo  shall issue its promissory  note
               (the  "Note")  in  the  principal  amount  equal  to  50%  of the
               aggregate  Inventory  Cost of all  Acquired  Inventory.  The Note
               shall be  payable in full on June 30,  2002 (the  "Note  Maturity
               Date")  (unless  earlier  accelerated)  and, prior to an event of
               default,  accrue no  interest.  The Note  shall be in the form of
               Exhibit G annexed  hereto and dated as of the Closing  Date.  The
               Note shall  provide  that it is not  subject to any offset of any
               kind and shall be in negotiable form.

                    (C) In order to secure all of Elan-Polo's  obligations under
               the Note,  Elan-Polo  shall,  at its own cost and expense and for
               its  account,  cause  to be  issued,  on  the  Closing  Date,  an
               irrevocable  standby Letter of Credit in the original face amount
               equal to the  original  principal  amount of the Note (the "L/C")
               for the benefit of Daniel  Green,  issued by a national bank (the
               "L/C Bank") reasonably  acceptable to Daniel Green. The L/C shall
               provide  that  Daniel  Green may draw the full face amount of the
               L/C upon its  presentation  of a sight  draft  and a  certificate
               wherein  it  certifies  that  Elan-Polo  is in default of payment
               under the Note.  There shall be no other  conditions to a draw on
               the L/C. The L/C shall be fully  transferable  and  assignable by
               Daniel  Green.  The L/C  shall  have an  expiration  date that is
               thirty  (30) days  after the Note  Maturity  Date.  The L/C shall
               otherwise  be in  the  form  of  Exhibit  H  annexed  hereto  and
               otherwise acceptable to Daniel Green.

          (b) Additional Purchase Price Payments.

               (i) Daniel  Green  Brand  Payments.  On or before  March 1, 2003,
          March 1, 2004 and March 1, 2005,  Elan-Polo  shall pay Daniel Green an
          amount  equal to the  greater of (A) 6% of the Net Sales of all Daniel
          Green  brand  name  products  sold  during the  immediately  preceding
          calendar  year or (B) 6% of 70% of Daniel  Green's Net Sales of Daniel
          Green brand name products  shipped for calendar year 2001 (the "Daniel
          Green Brand Annual Minimum Payment") (the annual payment  collectively
          referred to as the "Daniel Green Brand  Payment").  Daniel Green shall
          deliver a  certificate  at the Closing  setting forth the Daniel Green
          Brand Annual Minimum Payment and the supporting calculation therefor.

               (ii) L.B. Evans Brand Payment.  On or before March 1, 2003, March
          1, 2004, March 1, 2005 and March 1, 2006, in accordance with the terms
          of the L.B. Evans Acquisition Agreement, Elan-Polo shall pay an amount
          equal to (A) 8% of the Net Sales of all L.B. Evans brand name products
          sold during calendar year 2002 and an amount equal to 6.25% of the Net
          Sales of all L.B.  Evans brand name  products sold during the calendar
          years  2003,  2004 and 2005 or (B) 6.25% of 70% of Daniel  Green's Net
          Sales of L.B. Evans brand name products shipped for calendar year 2001
          (the "L.B.  Evans Brand Annual Minimum  Payment") (the annual payments
          collectively  referred to as the "L.B. Evans Brand  Payment").  Daniel
          Green shall  deliver a certificate  at Closing  setting forth the L.B.
          Evans Brand  Annual  Minimum  Payment and the  supporting  calculation
          therefor.

               (iii) Net Sales  Definition.  "Net  Sales"  means the gross sales
          price of all  products  during the  relevant  period,  less all trade,
          quantity and cash  discounts  actually  allowed and taken,  credits or
          allowances actually granted on account of rejection or returns; actual
          charges for bad debts and billing errors; value added and excise taxes
          and duties;  sales taxes (excluding  taxes paid on income);  and other
          governmental charges actually paid.


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               (iv)  Obligations  of  Elan-Polo  Relating to Deferred  Payments.
          During the  periods for which any Daniel  Green Brand  Payment or L.B.
          Evans Brand Payments shall be due under this Section 2.2(b), Elan-Polo
          shall:

                    (A) Deliver to Daniel Green  statements  of Net Sales of the
               Daniel Green and L.B.  Evans  products  sold by Elan-Polo  during
               each calendar  quarter  within thirty (30) days following the end
               of  such  calendar  quarter.  Each  such  statement  shall  be in
               reasonable  detail and shall set forth  Elan-Polo's  Net Sales of
               Daniel  Green and L.B.  Evans  product  sold by  Elan-Polo,  on a
               product-by-product  basis,  for the  period  to which it  relates
               certified by Elan-Polo's Chief Financial Officer.

                    (B)  Maintain  complete,  true and correct  books of account
               concerning  the sale of Daniel Green and L.B.  Evans  products in
               sufficient  detail to enable both the Daniel Green Brand  Payment
               and the L.B.  Evans  Brand  Payment  to be readily  computed  and
               verified.  Elan-Polo shall permit Daniel Green, its agents and/or
               independent public accountants, to have full access to such books
               of account  (including the right to make copies  thereof)  during
               normal business hours and upon reasonable notice to Elan-Polo.

                    (C) If Daniel Green  concludes,  after review of Elan-Polo's
               statements of Net Sales and/or books of account,  that additional
               payments are owing to Daniel Green under this Section 2.2(b) with
               respect to the period(s) reviewed, then Daniel Green shall notify
               Elan-Polo  in writing of its  determination,  which  notice  (the
               "Deficiency  Notice")  shall set  forth in  detail  the basis for
               Daniel Green's  determination that additional amounts are due and
               owing and the amount  thereof.  If Daniel Green and Elan-Polo are
               unable to resolve the  disputed  items  within ten (10)  business
               days after Elan-Polo  receives the Deficiency  Notice, the matter
               shall be determined in accordance with Section 2.2(c).

                    (D)  Elan-Polo  shall  exercise  best  efforts  to sell  the
               maximum  amount of Daniel  Green and L.B.  Evans  brand  products
               during the  deferred  payment  periods for which the Daniel Green
               Brand Payment and the L.B. Evans Brand Payment is due.

                    (E) If either the  Daniel  Green  Brand  Payment or the L.B.
               Evans Brand Payment is not paid when due,  interest  shall be due
               on the delinquent  amount at the prime rate then published in the
               Wall Street  Journal plus 3%. In the event that Daniel Green must
               commence legal action to collect such payments,  Elan-Polo  shall
               be responsible for and pay all of the attorneys' fees incurred by
               Daniel Green in connection therewith.

                    (F) To secure the deferred  payments  hereunder this Section
               2.2(b), Elan-Polo shall grant to Daniel Green a security interest
               in the Acquired  Trademarks and related goodwill on the terms and
               conditions set forth in the Collateral  Assignment in the form of
               Exhibit I annexed  hereto,  which  Elan-Polo  shall  execute  and
               deliver to Daniel Green at Closing.

          (c) Payment Disputes. If any amounts are disputed under Section 2.2(a)
     or 2.2(b),  the parties  shall  refer the dispute to Deloitte & Touche,  to
     finally determine,  as soon as practicable,  and in any event within ninety
     (90) days after such reference,  the amounts, if any, owing to Daniel Green
     for the  period(s)  under  consideration.  Amounts,  if any,  determined by
     Deloitte & Touche to be owing  shall bear  interest  at the rate of 10% per
     annum from the date the amounts should  originally have been paid. The fees
     and  expenses  of  Deloitte & Touche  incurred


                                       9
<PAGE>

     for this  purpose  shall be  allocated  between  the  parties by Deloitte &
     Touche in proportion to the extent either party did not prevail on items in
     dispute; provided that such fees and expenses shall not include, so long as
     a party  complies  with the  procedures of this Section  2.2(c),  the other
     party's outside counsel or accounting fees. All  determinations by Deloitte
     & Touche  shall be final,  binding,  and  conclusive  with  respect  to (i)
     amounts  owing to Daniel  Green for the  period(s)  in  dispute,  including
     interest  thereon,  and (ii)  the  allocation  of its  fees  and  expenses.
     Judgment upon the award rendered by Deloitte & Touche may be entered in any
     court having jurisdiction thereof.

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF DANIEL GREEN

         Daniel Green represents and warrants to Elan-Polo as follows:

         Section 3.1  Organization.

          (a) Daniel Green is a corporation duly organized, validly existing and
     in good standing under the laws of the State of  Massachusetts  and has all
     requisite  corporate  power and  authority  to own,  lease and  operate its
     properties  and to carry on its  business  as now being  conducted,  except
     where the failure to be so  organized,  existing and in good standing or to
     have such power and authority  would not have a material  adverse effect on
     the  Acquired  Asset.  Daniel  Green is duly  qualified  or  licensed to do
     business and in good  standing in each  jurisdiction  in which the property
     owned,  leased or operated by it or the nature of the business conducted by
     it makes  such  qualification  or  licensing  necessary,  except  where the
     failure to be so duly  qualified or licensed and in good standing would not
     in the aggregate have a material adverse effect on the Acquired Assets.

          (b) For purposes of this Agreement, any reference to any event, change
     or effect having a "material  adverse effect on the Acquired  Assets" means
     such  event,  change  or  effect  which is  materially  adverse  to (A) the
     Acquired  Assets,  taken as a whole,  or (B) the ability of Daniel Green to
     consummate the transactions contemplated hereby.

     Section 3.2 Authority.  Daniel Green, has the requisite corporate power and
authority to execute and deliver  this  Agreement  and the Daniel Green  Closing
Documents and to consummate the  transactions  contemplated  hereby and thereby.
The execution,  delivery and  performance of this Agreement and the Daniel Green
Closing  Documents by Daniel Green and the  consummation  by Daniel Green of the
transactions  contemplated  hereby and thereby have been duly  authorized by the
Daniel Green Board of Directors,  and no other corporate proceedings on the part
of Daniel Green are necessary to authorize  this  Agreement and the Daniel Green
Closing  Documents,  or to consummate the  transactions  so  contemplated.  This
Agreement has been and each of the Daniel Green Closing  Documents  will be duly
executed and  delivered by Daniel Green and  constitutes  or (to the extent such
agreement is not being  entered  into as of the date  hereof) will  constitute a
valid and binding obligation of each of Daniel Green,  enforceable against it in
accordance with its terms.

     Section 3.3 Consents and Approvals;  No Violations.  Except as set forth in
Section 3.3 of the Daniel  Green  Disclosure  Schedule,  none of the  execution,
delivery or performance of this Agreement or the Daniel Green Closing  Documents
by  Daniel  Green,  or the  consummation  by


                                       10
<PAGE>

Daniel Green of the transactions  contemplated  hereby or thereby and compliance
by Daniel Green with any of the  provisions  hereof or thereof will (i) conflict
with or result in any breach of any  provisions of the Articles of  Organization
or By-Laws of Daniel Green, (ii) require any filing by Daniel Green with, or any
permit,  authorization,  consent or approval to be obtained by Daniel Green, any
court,   arbitral  tribunal,   administrative  agency  or  commission  or  other
governmental  or  regulatory  authority or  administrative  agency or commission
whether domestic or foreign (a "Governmental  Entity") (except where the failure
to obtain such  permits,  authorizations,  consents or approvals or to make such
filings would not have a material adverse effect on the Acquired Assets),  (iii)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
amendment, cancellation or acceleration) under, or result in the creation of any
Encumbrance  on  any of the  Acquired  Assets  pursuant  to,  any of the  terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract,   agreement,   franchise,  permit,  concession  or  other  instrument,
obligation, understanding, commitment or other arrangement to which Daniel Green
is a party or by which any of them or any of their  properties  or assets may be
bound or  affected  (each,  a  "Contract"),  or (iv)  violate  any order,  writ,
injunction,  decree, statute, ordinance, rule or regulation applicable to Daniel
Green, except, in the case of clauses (iii) and (v), for violations, breaches or
defaults  which would not,  individually  or in the  aggregate,  have a material
adverse effect on the Acquired Assets.

     Section 3.4 Title to Acquired Assets. Except as set forth in Section 3.4 of
the Daniel Green Disclosure  Schedule,  Daniel Green directly or indirectly owns
or has a valid leasehold  interest in the Acquired Assets,  Intangible  Acquired
Assets  and  the  Acquired  Intellectual   Property,   free  and  clear  of  any
Encumbrances.  At the Closing,  Elan-Polo will, directly or indirectly,  acquire
good and  marketable  title to, or a valid  leasehold  interest in, the Acquired
Assets,  Intangible Acquired Assets and the Acquired Intellectual Property, free
and clear of any Encumbrances

     Section 3.5 Certain Contracts. Daniel Green has delivered to Elan-Polo true
and correct copies of the L.B. Evans Acquisition Agreement.  Daniel Green is not
in material  breach of the  agreement  and such  agreement  is in full force and
effect and neither  party to such  agreement has made a claim to the other party
to the contrary.

     Section  3.6  Litigation.  Except as set forth in Section 3.6 of the Daniel
Green Disclosure Schedule,  there is no suit, claim,  action,  proceeding or, to
Daniel Green's Knowledge (as defined below) investigation pending or threatened,
against  Daniel Green before any  Governmental  Entity  relating to the Acquired
Assets.  Except as  disclosed  in  Section  3.5 of the Daniel  Green  Disclosure
Schedule, Daniel Green is not subject to any outstanding order, writ, injunction
or  decree,   domestic  or  foreign,   affecting  the  Acquired  Assets  or  the
transactions contemplated hereunder. For the purposes of this Agreement, "Daniel
Green's Knowledge" shall mean the actual knowledge, after reasonable inquiry, of
the  officers  of  Daniel  Green  listed  in  Section  3.6 of the  Daniel  Green
Disclosure Schedule.

     Section 3.7 No Violation of Law.  Except as set forth in Section 3.7 of the
Daniel Green Disclosure Schedule,  Daniel Green's portion of the Acquired Assets
is not in conflict  with, or in default or violation  of, or, to Daniel  Green's
Knowledge,  is under  investigation  with respect to or has been given notice or
been charged by any Governmental Entity with any violation of, any law, statute,
order, rule, regulation,  ordinance or judgment,  except for violations which do
not


                                       11
<PAGE>

relate to the Acquired Assets or which, in the aggregate, do not have a material
adverse effect on the Acquired Assets.

     Section  3.8  Authorizations.  Section 3.8 of the Daniel  Green  Disclosure
Schedule sets forth a list of all permits,  authorizations and waivers issued by
Governmental Authorities (collectively, "Authorizations") that are necessary for
Elan-Polo  to  be  able  to  sell  the  Acquired  Inventory.  Except  for  those
Authorizations  identified  in  Section  3.8  of  the  Daniel  Green  Disclosure
Schedule,  Daniel Green has, and as of the Closing Date  Elan-Polo will acquire,
all of the Authorizations. To Daniel Green's Knowledge, no event has occurred or
other fact exists with  respect to the  Authorizations  that  permits,  or after
notice or lapse of time or both would permit,  revocation or  termination of any
of the  Authorizations  or would result in any other impairment of the rights of
the  holder  of any of the  Authorizations.  Daniel  Green  has duly and  timely
performed their respective  obligations under the Authorizations in all material
respects. There is not pending or, to Daniel Green's Knowledge,  threatened, any
application,  petition, objection or other pleading with any Governmental Entity
which  challenges or questions the validity of or any rights of the holder under
any Authorization.

     Section  3.9  Acquired  Trademarks.   Schedule  1.1  of  the  Daniel  Green
Disclosure  Schedule  contains  a  complete  and  accurate  list  of  all of the
trademarks necessary to sell the Acquired Inventory.  The Acquired Trademarks do
not,  to Daniel  Green's  Knowledge,  conflict  or  infringe in any way with any
trademark right of any third party that,  individually  or in the aggregate,  is
reasonably likely to have a material adverse effect on the Acquired Assets,  and
there is no claim,  suit,  action or  proceeding  pending  or to Daniel  Green's
Knowledge  threatened against Daniel Green (a) alleging that use of the Acquired
Trademarks  conflicts or infringes in any way with any third  party's  trademark
rights,  or (b) challenging  Daniel Green's  ownership of or right to use or the
validity of any Acquired Inventory.

     Section 3.10 Brokerage and Finder's  Fees.  Neither Daniel Green nor any of
its  affiliates  has employed any broker,  finder or agent,  or agreed to pay or
incurred  any  brokerage  fee,  finder's fee or  commission  with respect to the
transactions  contemplated by this Agreement, or dealt with anyone purporting to
act in the  capacity of a broker,  finder or agent with  respect  thereto,  as a
result of which any claim for a fee can be asserted against Daniel Green.

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF ELAN-POLO

     Elan-Polo represents and warrant to Daniel Green as follows:

     Section 4.1 Organization.

          (a) Elan-Polo is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Missouri and has all requisite
     corporate  power and authority to own, lease and operate its properties and
     to carry on its business as now being conducted except where the failure to
     be so  organized,  existing and in good  standing or to have such power and
     authority  would not have a  "material  adverse  effect on  Elan-Polo"  (as
     defined below).  Elan-Polo is duly qualified or licensed to do business and
     in good standing in each  jurisdiction in which the property owned,  leased
     or operated by it or the nature of the business  conducted by it makes such
     qualification or licensing necessary, except where the failure to be so


                                       12
<PAGE>

     duly  qualified or licensed and in good standing would not in the aggregate
     have a material adverse effect on Elan-Polo.

          (b) As used in this Agreement,  any reference to any event,  change or
     effect having a "material  adverse  effect on Elan-Polo"  means such event,
     change  or  effect  which  is  materially  adverse  to  (i)  the  business,
     properties,  assets,  results  of  operations  or  financial  condition  of
     Elan-Polo and its  subsidiaries,  taken as a whole,  or (ii) the ability of
     Elan-Polo to consummate the transactions contemplated hereby.

     Section 4.2  Authority.  Elan-Polo  has the requisite  corporate  power and
authority  to execute and  deliver  this  Agreement  and the  Elan-Polo  Closing
Documents and to consummate the  transactions  contemplated  hereby and thereby.
The  execution,  delivery and  performance  of this  Agreement and the Elan-Polo
Closing  Documents  by  Elan-Polo  and  the  consummation  by  Elan-Polo  of the
transactions  contemplated  hereby and thereby have been duly  authorized by the
Boards of Directors of Elan-Polo, and no other corporate proceedings on the part
of Elan-Polo are necessary to authorize this Agreement and the Elan-Polo Closing
Documents  (to  the  extent  it will be a party  thereto)  or for  Elan-Polo  to
consummate the transactions so  contemplated.  This Agreement has been, and each
of the  Elan-Polo  Closing  Documents  will be, duly  executed and  delivered by
Elan-Polo (to the extent such agreement is not being entered into as of the date
hereof) will constitute a valid and binding obligation of Elan-Polo, enforceable
against Elan-Polo in accordance with its terms.

     Section 4.3 Consents and Approvals; No Violations.

          (a) Neither the  execution,  delivery or performance of this Agreement
     by Elan-Polo or the consummation of the transactions contemplated hereby or
     by the Elan-Polo  Closing Documents nor compliance by Elan-Polo with any of
     the  provisions  hereof or thereof will (i) conflict  with or result in any
     breach of any  provision  of the  charter  or by-laws  of  Elan-Polo,  (ii)
     require any filing by Elan-Polo with, or any permit, authorization, consent
     or approval of, any Governmental Entity to be obtained by Elan-Polo,  (iii)
     result in a  violation  or breach of, or  constitute  (with or without  due
     notice  or lapse of time or both) a  default  (or give rise to any right of
     termination,  cancellation  or  acceleration)  under,  any  of  the  terms,
     conditions or provisions of any note,  bond,  mortgage,  indenture,  lease,
     license,  contract,  agreement,  franchise,  permit,  concession  or  other
     instrument, obligation,  understanding,  commitment or other arrangement to
     which  Elan-Polo  is a  party  or by  which  any of  them  or any of  their
     properties  or assets may be bound or affected,  or (iv) violate any order,
     writ, injunction, decree, statute, ordinance, rule or regulation applicable
     to Elan-Polo, except, in the case of clauses (iii) or (iv), for violations,
     breaches or defaults  which would not,  individually  or in the  aggregate,
     have a material adverse effect on Elan-Polo.

          (b) Elan-Polo is not in conflict  with, or in default or violation of,
     any note, bond, mortgage,  indenture, lease, license, contract,  agreement,
     franchise,   permit,   concession   or   other   instrument,    obligation,
     understanding,  commitment  or other  arrangement  to which  Elan-Polo is a
     party or by which its properties or assets may be bound or affected, except
     for any such conflicts,  defaults or violations  which have not had and are
     not likely to have a material adverse effect on Elan-Polo.


                                       13
<PAGE>

     Section 4.4 Litigation.  There is no suit, claim, action, proceeding or, to
Elan-Polo's  Knowledge (as defined below),  investigation pending or threatened,
against Elan-Polo before any Governmental Entity which, if adversely determined,
individually  or in the  aggregate,  would  have a  material  adverse  effect on
Elan-Polo.  Elan-Polo is not subject to any outstanding order, writ,  injunction
or decree, domestic or foreign, which, individually or in the aggregate, has had
or could  reasonably be expected to have a material  adverse effect on Elan-Polo
or relates to the transactions  contemplated by this Agreement. For the purposes
of this  Agreement,  "Elan-Polo's  Knowledge"  shall mean the actual  knowledge,
after reasonable inquiry, of the officers of Elan-Polo.

     Section 4.5 Brokerage and Finder's Fees.  Neither  Elan-Polo nor any of its
affiliates  has  employed  any  broker,  finder  or  agent,  or agreed to pay or
incurred  any  brokerage  fee,  finder's fee or  commission  with respect to the
transactions  contemplated by this Agreement, or dealt with anyone purporting to
act in the  capacity of a broker,  finder or agent with  respect  thereto,  as a
result of which any claim for a fee can be asserted against Elan-Polo.

     Section  4.6.  Sufficient  Funds and  Credit  Availability.  Elan-Polo  has
sufficient  funds and credit  availability  to fund  payment in full of the cash
portion of the Purchase Price anticipated to be due at Closing and to secure the
L/C upon the consummation of the transactions contemplated hereby.

     Section  4.7  Reliance  On   Representations   And  Warranties.   Elan-Polo
acknowledges  that it enters into this  Agreement and agrees to  consummate  the
transactions contemplated hereby in sole reliance on the express representations
and warranties  contained in this  Agreement and not upon any other  information
furnished to Elan-Polo by Daniel Green.  ELAN-POLO  FURTHER  ACKNOWLEDGES  THAT,
EXCEPT AS EXPRESSLY SET FORTH HEREIN,  DANIEL GREEN MAKES NO  REPRESENTATION  OR
WARRANTY CONCERNING THE ACQUIRED ASSETS, INCLUDING AS TO THE QUALITY, CONDITION,
MERCHANTABILITY,  SALABILITY,  OBSOLESCENCE,  WORKING  ORDER  OR  FITNESS  FOR A
PARTICULAR PURPOSE THEREOF. EXCEPT AS SO SET FORTH, THE ACQUIRED ASSETS ARE SOLD
TO ELAN-POLO "AS IS AND WHERE IS."

                                    ARTICLE V
                                    COVENANTS

     Section 5.1 Conduct of Daniel Green's Business.  During the period from the
date of this  Agreement  and  continuing  until the Closing  Date,  Daniel Green
agrees  that,  except  for  the  transactions  expressly  provided  for in  this
Agreement, or to the extent that Elan-Polo shall otherwise consent in writing:

          (a) Ordinary Course.  Daniel Green shall conduct the operations of its
     business that involve only the sale of products  under the Acquired  Brands
     in the usual, regular and ordinary course consistent with past practice and
     preserve   substantially   intact  the  relationships  with  customers  and
     suppliers relating to that portion of its business.

          (b) Restrictions on Dispositions.  Daniel Green shall not sell, lease,
     license,  encumber  or  otherwise  dispose  of,  or agree  to sell,  lease,
     license,  encumber or otherwise  dispose of, any (i) Acquired  Assets other
     than  the  sale  of  inventory  in the  ordinary  course  of  the  business


                                       14
<PAGE>

     consistent with past practice or (ii) Acquired Inventory at a price that is
     substantially less than Daniel Green's published price for such products.

     Section 5.2 Reasonable Efforts. Subject to the terms and conditions of this
Agreement,  each of the parties hereto agrees to use all  reasonable  efforts to
take,  or cause to be taken,  all actions,  and to do, or cause to be done,  all
things necessary,  proper or advisable under this Agreement and under applicable
contracts,   laws  and   regulations   to  consummate  and  make  effective  the
transactions contemplated by this Agreement, including satisfying all conditions
precedent that are under their respective  control,  and will promptly cooperate
with  and  furnish  information  to each  other  in  connection  with  any  such
requirements imposed upon any of them.

     Section 5.3 Access to  Information.  Upon reasonable  notice,  Daniel Green
shall  afford  to  the  officers,  employees,  accountants,  counsel  and  other
representatives  of Elan-Polo,  access,  during normal business hours during the
period prior to the Closing Date and for a reasonable  period of time  following
the Closing Date to the extent  necessary  for  Elan-Polo to prepare or evaluate
any schedules or filings contemplated by this Agreement,  to all its properties,
books,  contracts,  commitments and records and all other information related to
the  Acquired  Assets,  the Assumed  Liabilities  as  Elan-Polo  may  reasonably
request.

     Section 5.4 Confidentiality. Any and all information which is not generally
known to the public which is exchanged  between the parties in  connection  with
this  Agreement,  or which is directly or indirectly  obtained by one party from
the other in connection with this Agreement,  whether of a technical or business
nature,  shall  be  considered  to  be  confidential.  The  parties  agree  that
confidential  information  shall not be  disclosed to any third party or parties
without the written consent of the other party. Each party shall take reasonable
measures to protect against  nondisclosure  of  confidential  information by its
officers  and  employees.   Confidential   information  shall  not  include  any
information  (i) which is or becomes  part of the public  domain,  (ii) which is
obtained from third parties who are not bound by confidentiality  obligations or
(iii) which is required to be disclosed by law, regulation, legal process or the
rules of any state or federal  regulatory agency or any national stock exchange.
It is further understood and agreed that money damages would not be a sufficient
remedy for any breach of this Section 5.4 and that the non-breaching party shall
be entitled to specific performance as a remedy for any such breach. Such remedy
shall not be deemed to be the  exclusive  remedy for such breach but shall be in
addition to all other remedies available hereunder,  at law or in equity, to the
non-breaching   party.   The  provisions  of  this  section  shall  survive  the
termination of this Agreement.

     Section 5.5  Exclusivity.  Daniel  Green shall not,  and it shall cause its
agents, officers,  partners, limited partners and all representatives,  directly
or  indirectly,  not to: (a) solicit or initiate the  submission of proposals or
offers  from any  entity or  person  for,  (b)  participate  in any  discussions
pertaining to or (c) furnish any  information to any entity or person other than
Elan-Polo or its authorized  agents  relating to any  acquisition or purchase of
the Acquired  Assets  other than  Acquired  Inventory in the ordinary  course of
business.

     Section 5.6 Employee Matters.  At Elan-Polo's  request,  Daniel Green shall
cooperate  with  Elan-Polo in  identifying  those salesmen and sales managers of
Daniel Green who sell products  under the Acquired  Brands and who Elan-Polo may
wish to hire,  either  as  employees  or  consultants  and in  facilitating  the
employment or the  engagement  as  consultants  by Elan-Polo,  after the Closing
Date,  of such  individuals,  which  Elan-Polo  elects  to employ or engage as a


                                       15
<PAGE>

consultant,  including permitting Elan-Polo to interview and offer employment or
consulting  agreements to such employees.  The parties hereby  acknowledge  that
Elan-Polo  is under no  obligation  whatsoever  to employ any  current or future
employees of Daniel Green.

     Section 5.7 Notification of Certain  Matters.  Each party shall give prompt
notice to the other of (a) the occurrence,  or non-occurrence,  of any event the
occurrence, or non-occurrence,  of which would be reasonably likely to cause (i)
any  representation  or warranty  contained  in this  Agreement  to be untrue or
inaccurate in any material respect or (ii) any covenant,  condition or agreement
made by such party in this Agreement not to be complied with or satisfied in any
material respect and (b) any failure of such party to comply with or satisfy any
covenant,  condition  or  agreement  to be  complied  with  or  satisfied  by it
hereunder in any material respect;  provided,  however, that the delivery of any
notice  pursuant  to this  Section 5.7 shall not limit or  otherwise  affect the
remedies available hereunder to the party receiving such notice.

     Section 5.8 Fees and Expenses. Whether or not the transactions contemplated
by this Agreement are consummated, except as otherwise specifically provided for
in this  Agreement,  all costs and  expenses  incurred in  connection  with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring such expenses.

                                   ARTICLE VI
                                   CONDITIONS

     Section 6.1 Conditions to Each Party's  Obligation to Close. The respective
obligations  of the  parties to effect  the  transactions  contemplated  by this
Agreement are subject to the  satisfaction,  on or prior to the Closing Date, of
the following conditions:

          (a) Government  Approvals.  All  authorizations,  consents,  orders or
     approvals of, or  declarations  or filings with,  any  Governmental  Entity
     shall have been obtained.

          (b) No  Action.  No action,  suit or  proceeding  by any  Governmental
     Entity before any court or  governmental  or regulatory  authority shall be
     pending or  threatened  against  either party  challenging  the validity or
     legality of the transactions contemplated by this Agreement.

     Section 6.2  Conditions of  Obligations  of Elan-Polo.  The  obligations of
Elan-Polo to effect the transactions  contemplated by this Agreement are subject
to  the  satisfaction,  on or  prior  to the  Closing  Date,  of  the  following
conditions unless waived by Daniel Green:

          (a) Representations and Warranties. The representations and warranties
     of Daniel  Green set forth in this  Agreement  shall be true and correct in
     all  material  respects as of the date hereof and as of the Closing Date as
     though made on and as of the Closing Date.

          (b)  Performance of  Obligations  of Daniel Green.  Daniel Green shall
     have  performed in all material  respects  all  obligations  required to be
     performed by it under this Agreement at or prior to the Closing Date.

          (c) Daniel Green Closing  Documents.  Daniel Green shall have executed
     and delivered to Elan-Polo all Daniel Green Closing Documents.


                                       16
<PAGE>

     Section 6.3 Conditions of  Obligations  of Daniel Green.  The obligation of
Daniel  Green to effect  the  transactions  contemplated  by this  Agreement  is
subject to the  satisfaction  of the  following  conditions,  on or prior to the
Closing Date, unless waived by Elan-Polo:

          (a) Representations and Warranties. The representations and warranties
     of Elan-Polo set forth in this  Agreement  shall be true and correct in all
     material  respects as of the date  hereof,  and as of the  Closing  Date as
     though made on and as of the Closing Date.

          (b)  Performance  of Obligations  of Elan-Polo.  Elan-Polo  shall have
     performed in all material respects all obligations required to be performed
     by Elan-Polo under this Agreement at or prior to the Closing Date.

          (c)  Manufactures  and Traders  Trust And Other Third Party  Consents.
     Manufacturers  and  Traders  Trust  Company  shall  have  consented  to the
     consummation  of the  transactions  contemplated  hereunder  on  terms  and
     conditions  acceptable  to Daniel Green and all other third party  consents
     set forth in Schedule 3.3 shall have been obtained.

          (d) Elan-Polo  Closing  Documents.  Elan-Polo  shall have executed and
     delivered to Daniel Green all of the Elan-Polo Closing Documents.

     Section  6.4 If  Conditions  Not  Satisfied.  In the event  that any of the
foregoing  conditions  of  obligations  of a  party  shall  fail  to  have  been
satisfied,  such party may elect,  in its sole  discretion,  to  consummate  the
transactions contemplated by this Agreement despite such failure, in which event
such party shall be deemed to have waived any claim for damages, Losses or other
relief arising from or in connection with such failure,  unless otherwise agreed
in a writing executed by both parties.

                                  ARTICLE VII
                             POST-CLOSING COVENANTS

     Section 7.1 Returned Inventory. If, following the Closing, any Daniel Green
customers  return to Daniel  Green any product  that,  immediately  prior to the
Closing,  would have  constituted  Carry-over A styles or Carry-over B styles in
the  Acquired  Inventory on the Closing Date (the  "Returned  Inventory"),  then
Daniel  Green  shall have the right by written  notice to  Elan-Polo  to require
Elan-Polo to purchase,  and upon such written  notice,  Elan-Polo shall purchase
from Daniel  Green,  such Returned  Inventory for a purchase  price equal to the
amount of the product returned multiplied by the applicable purchase price under
Section 2.2(a)(i). The principal amount of the Note referred to above in Section
2.2(a)(vi)(B)  shall be  adjusted  to include the  Returned  Inventory  purchase
price.  Daniel  Green  shall  be  responsible  for all  handling,  reboxing,  or
restocking expense associated with any Returned Inventory.

     Section 7.2 Books and Records.

          (a)  Elan-Polo  shall not within six (6) years after the Closing  Date
     dispose of or destroy any business records or files related to the Acquired
     Assets for periods  prior to the Closing Date,  without  first  offering to
     turn over  possession  thereof to Daniel  Green by written  notice at least
     thirty  (30)  days  prior  to the  proposed  dates of such  disposition  or
     destruction.


                                       17
<PAGE>

          (b) From and after the Closing Date, to the extent reasonably required
     by in connection  with the  preparation of tax returns or other  legitimate
     purposes  specified in writing,  Elan-Polo shall allow Daniel Green and its
     agents  access to all  business  records and files  related to the Acquired
     Assets for all periods prior to the Closing Date, upon  reasonable  advance
     notice during normal working hours,  and Daniel Green shall have the right,
     at its own expense, to make copies of any such records and files, provided,
     however,  that any such  access or  copying  shall be had or done in such a
     manner so as not to interfere with the normal conduct of business.

     Section 7.3 Daniel Green Corporate Name. At the Closing, Elan-Polo shall be
deemed  to grant to  Daniel  Green a  royalty  free,  worldwide,  perpetual  and
non-terminable  license to use the name "Daniel  Green"  solely in its corporate
name.  Daniel Green shall agree to use its reasonable best efforts to effectuate
a corporate name change to a name sufficiently dissimilar from "Daniel Green" as
soon as  reasonably  practicable  after the Closing,  but in no event later than
twelve (12) months following the Closing.

     Section 7.4 Bulk Sales Law.  Elan-Polo  hereby waives  compliance  with any
bulk  sales  law in  connection  with  the  transactions  contemplated  by  this
Agreement.  Daniel  Green  agrees to pay and  discharge  all claims of creditors
which  may  be  asserted   against   Elan-Polo  by  reason  of  Daniel   Green's
non-compliance with the provisions of the bulk sales law of any state (excluding
Assumed  Liabilities)  which may require bulk sales law compliance on account of
the provisions herein and the transactions contemplated hereby.

     Section 7.5 Further Assurances;  Subsequent  Transfers.  From time to time,
each of the parties hereto will execute and deliver such further instruments and
will take such other actions as Elan-Polo,  on the one hand, or Daniel Green, on
the other hand,  may  reasonably  request in order to effectuate the purposes of
this  Agreement  and to carry  out the terms  hereof;  provided,  however,  that
Elan-Polo shall not agree to amend or otherwise modify any contract constituting
a part of the  Acquired  Assets in  connection  with the  obtaining  of any such
consent  in  any  manner  which  would  place  any   additional   restraints  or
requirements  on Daniel Green or  Elan-Polo  or which would  increase any of the
payments to be made by Daniel Green  thereunder  without the written  consent of
Daniel Green. Without limiting the generality of the foregoing,  at any time and
from time to time after the  Closing  Date,  (i) at the  request  of  Elan-Polo,
Daniel Green will execute and deliver such other  instruments  of transfer,  and
take  such  action  as  Elan-Polo  may  reasonably  deem  necessary  in order to
effectively transfer, convey and assign to Elan-Polo all of the Acquired Assets,
to put  Elan-Polo in actual  possession  and  operating  control  thereof and to
permit Elan-Polo to exercise all rights with respect thereto (including, without
limitation,  rights  under  contracts  and  other  arrangements  as to which the
consent of any third party to the  transfer  thereof  shall not have  previously
been  obtained)  and to  properly  assume  and  discharge  the  related  Assumed
Liabilities, and (ii) at the request of Daniel Green, Elan-Polo will execute and
deliver such other  instruments and agreements,  and take such action, as Daniel
Green may  reasonably  deem necessary in order ensure that Elan-Polo has assumed
from Daniel Green all of the Assumed  Liabilities  and to confirm Daniel Green's
right, title and interest in and to the Retained Assets.


                                       18
<PAGE>

                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section 8.1 Survival of Representations and Warranties.

          (a)  Except  for   Sections   3.1,   3.2,   4.1,   4.2  and  4.7,  all
     representations  and  warranties of the parties set forth in this Agreement
     shall terminate and expire on the first anniversary of the Closing.  Notice
     with respect to any claim in respect of any  inaccuracy in or breach of any
     representation  or warranty shall be in writing,  shall state  specifically
     the particulars of any inaccuracy or breach and shall be given to the party
     against which such claim is asserted.  Any representation or warranty shall
     survive the time it would otherwise  terminate pursuant to this Section 8.1
     to the extent that the party claiming indemnification for such breach shall
     have  delivered  to the other  party  written  notice  setting  forth  with
     reasonable  specificity  the basis of such claim prior to the expiration of
     such time pursuant to this Section 8.1;  provided,  that after the delivery
     of any such notice, the party claiming  indemnification shall expeditiously
     pursue the resolution of such claim.

          (b) All covenants and agreements made by the parties to this Agreement
     which contemplate  performance following the Closing Date,  including,  but
     not limited  to,  Sections  2.2(a)(v),  2.2(b) and 7.4,  shall  survive the
     Closing  Date.  All other  covenants and  agreements  shall not survive the
     Closing Date and shall terminate as of the Closing.

     Section  8.2  Daniel  Green's  Indemnification.  Subject  to the  terms and
conditions  herein,  Daniel Green hereby agrees to indemnify and hold  Elan-Polo
and its directors, officers,  stockholders,  employees and agents ("Daniel Green
Indemnitees") harmless from all costs, expenses and damages (including,  without
limitation, interest, penalties and reasonable attorneys' fees and disbursements
incurred  in  enforcing  its  rights  hereunder)  ("Losses")  arising  out of or
resulting  from or caused by (a) any breach of Daniel  Green's  representations,
warranties or covenants contained herein or (b) any liabilities of Daniel Green,
except for the Assumed Liabilities.

     Section  8.3  Elan-Polo's   Indemnification.   Subject  to  the  terms  and
conditions herein, Elan-Polo hereby agrees to indemnify,  defend and hold Daniel
Green  and  its  directors,   officers,   stockholders,   employees  and  agents
("Elan-Polo  Indemnitees")  harmless from all Losses resulting from or caused by
(a) any breach of Elan-Polo's representations, warranties or covenants contained
herein or (b) any Assumed Liabilities.

     Section 8.4 Procedures.

          (a)  If  any  Daniel  Green   Indemnitee   or   Elan-Polo   Indemnitee
     (collectively,  an  "Indemnified  Party")  believes that it has suffered or
     incurred  or will  suffer or incur any Losses for which it is  entitled  to
     indemnification  under this Article VIII, such  Indemnified  Party shall so
     notify the party or parties from whom indemnification is being claimed (the
     "Indemnifying   Party")   with   reasonable   promptness   and   reasonable
     particularity in light of the circumstances then existing. If any action at
     law or suit in equity  is  instituted  by or  against  a third  party  with
     respect to which any  Indemnified  Party intends to claim any Losses,  such
     Indemnified  Party shall  promptly  notify the  Indemnifying  Party of such
     action or suit.  The  failure  of an  Indemnified  Party to give any notice
     required by this Section shall not affect any of such party's  rights under
     this Article  VIII or otherwise  except and to the extent that such failure
     is actually  prejudicial to the rights or  obligations  of the  Indemnified
     Party.


                                       19
<PAGE>

          (b) The Indemnified Party shall have the right to conduct and control,
     through  counsel of its  choosing,  the defense of any third  party  claim,
     action or suit,  and the  Indemnified  Party may  compromise  or settle the
     same, provided that the Indemnified Party shall give the Indemnifying Party
     advance   notice  of  any  proposed   compromise  or  settlement   and  the
     Indemnifying  Party shall have  consented  to the  proposed  compromise  or
     settlement.  The Indemnified  Party shall permit the Indemnifying  Party to
     participate  in the  defense  of any such  action or suit  through  counsel
     chosen by the  Indemnifying  Party,  provided that the fees and expenses of
     such counsel shall be borne by the  Indemnifying  Party. If the Indemnified
     Party permits the Indemnifying Party to undertake,  conduct and control the
     conduct and settlement of such action or suit, the Indemnifying Party shall
     not  thereby  permit  to  exist  any  Encumbrance  upon  any  asset  of the
     Indemnified  Party  as  a  result  of  the  claim  being  indemnified;  the
     Indemnifying  Party  shall  not  consent  to any  settlement  that does not
     include as an  unconditional  term thereof the giving of a complete release
     from  liability  with  respect  to such  action or suit to the  Indemnified
     Party.  The  Indemnifying  Party  shall  permit  the  Indemnified  Party to
     participate in any settlement  negotiations  through  counsel chosen by the
     Indemnified Party (at its own cost and expense); and the Indemnifying Party
     shall agree promptly to reimburse the Indemnified Party for the full amount
     of any Losses  including  fees and expenses of counsel for the  Indemnified
     Party incurred after giving the foregoing notice to the Indemnifying  Party
     and prior to the  assumption  of the  conduct and control of such action or
     suit by the Indemnifying Party.

     Section 8.5 Limitations on Indemnification Rights.

          (a) Threshold  Amount.  An Indemnifying  Party under this Article VIII
     shall not be liable to the Indemnified Party for any  misrepresentation  or
     breach of warranty unless and until the Losses  therefrom exceed $10,000 in
     the aggregate, PROVIDED, HOWEVER, that this limitation shall not apply with
     respect to the indemnification otherwise due for any third-party claims.

          (b)  Maximum  Amount.  Notwithstanding  anything  herein,  the maximum
     liability of Daniel Green hereunder for any breach of any representation or
     warranty shall be the aggregate purchase price attributable to the Acquired
     Inventory.

          (c) Time Period.  The  indemnification  provisions  under this Article
     VIII with respect solely to  representations  and  warranties  which expire
     after one year shall  continue for one year from the Closing Date and shall
     terminate  upon  expiration of such period,  PROVIDED,  HOWEVER,  that this
     limitation  shall not apply with respect to the  indemnification  otherwise
     due for any third-party  claims. Any claim or demand made under Section 8.1
     against  Daniel  Green or  Elan-Polo  by the other of which notice has been
     given in good faith  pursuant to Section 8.4 at or prior to the  expiration
     of the  related  period  shall  continue  to be subject to  indemnification
     hereunder notwithstanding the expiration of such period.

     Section 8.6 Exclusivity.  The parties hereby  acknowledge and agree that as
of and after the Closing,  their sole and  exclusive  remedy with respect to any
and all claims relating to the breach of  representations  and warranties  under
this Agreement shall be pursuant to the indemnification  provisions set forth in
this Article VIII. In furtherance of the foregoing, the parties hereby waive, to
the fullest extent  permitted under  applicable law, any and all rights,  claims
and causes of action it may have against the other  arising  under or based upon
any  federal,  state  or  local  statute,  law  ordinance,  rule  or  regulation
(including  any such rights,  claims


                                       20
<PAGE>

or causes of action  arising under or based upon common law or  otherwise)  with
respect to all such  claims.  Notwithstanding  anything  else  contained in this
Article  VIII,  neither  party  shall  be  entitled  to  consequential   damages
hereunder.

                                   ARTICLE IX
                            TERMINATION AND AMENDMENT

     Section 9.1 Termination. This Agreement may be terminated at any time prior
to the Closing Date as follows:

          (a) by mutual written consent of Elan-Polo and Daniel Green;

          (b) by  either  party if the  Closing  shall not have  occurred  on or
     before  December 31, 2001 (unless the failure to so consummate  the Closing
     by such  date  shall be due to the  action or  failure  to act of the party
     seeking  to  terminate  this  Agreement,  which  action or  failure  to act
     constitutes a breach of this Agreement);

          (c) by  Elan-Polo if (i) there has been a breach on the part of Daniel
     Green in the  representations,  warranties  or covenants  of Elan-Polo  set
     forth  herein,  or (ii) any  failure on the part of Daniel  Green to comply
     with its  obligations  hereunder,  such that, in any such case,  any of the
     conditions to the Closing set forth in Section 6.1 or 6.2(a) and (b) hereof
     could not be satisfied on or prior to December 31, 2001; or

          (d) by  Daniel  Green if (i)  there  has been a breach  on the part of
     Elan-Polo in the representations,  warranties or covenants of Elan-Polo set
     forth  herein,  or (ii) any failure on the part of Elan-Polo to comply with
     its  obligations  hereunder,  such  that,  in  any  such  case,  any of the
     conditions to the Closing set forth in Section 6.1 or 6.3(a) and (b) hereof
     could not be satisfied on or prior to December 31, 2001.

     Section 9.2 Effect of  Termination.  In the event of a termination  of this
Agreement as provided in Section 9.1, this Agreement shall forthwith become void
and there shall be no liability or obligation  on the part of Elan-Polo,  Daniel
Green or their  affiliates or respective  officers or directors,  other than the
provisions of Section 5.4;  provided,  however,  that any such termination shall
not relieve any party from liability for any breach of this  Agreement  existing
as of the date of termination.

                                    ARTICLE X
                                  MISCELLANEOUS

     Section 10.1 Amendment. This Agreement may be amended by the parties hereto
at any time by an instrument in writing  signed on behalf of each of the parties
hereto.

     Section 10.2 Extension;  Waiver. At any time prior to the Closing Date, the
parties  hereto may to the extent legally  allowed,  (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any  inaccuracies  in the  representations  and warranties  contained
herein or in any document  delivered  pursuant hereto or (iii) waive  compliance
with any of the  agreements or conditions  contained  here. Any agreement


                                       21
<PAGE>

on the part of a party  hereto to any such  extension  or waiver  shall be valid
only if set forth in a written instrument signed on behalf of such party.

     Section 10.3 Notices. All notices and other communications  hereunder shall
be in  writing  and shall be deemed  given on the date  delivered  if  delivered
personally (including by reputable overnight courier) or on the date received if
mailed by registered or certified mail (return receipt requested) to the parties
at the  following  addresses  (or at such other  address for a party as shall be
specified by like notice):

          (a) if to Daniel Green, to:

                      1080 Pittsford Victor Road, Suite 301
                      Pittsford, New York  14534
                      Attention:  James Riedman, Chief Executive Officer

              with a copy to:

                      Woods Oviatt Gilman LLP
                      700 Crossroads Building
                      Rochester, New York  14614
                      Attention:  Gordon E. Forth, Esq.

          (b) if to Elan-Polo, to:

                      630 Melrose Avenue
                      Nashville, Tennessee  37211
                      Attention:  Joseph V. Russell, President

               with a copy to:

                      Bobo, Hunt & White
                      P.O. Box 169
                      Shelbyville, Tennessee  37162
                      Attention: Fred B. Hunt, Jr.

     Section 10.4 Interpretation.  When a reference is made in this Agreement to
Sections,  such  reference  shall  be to a  Section  of  this  Agreement  unless
otherwise indicated.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement. Whenever the words "include," "includes" or "including" are used
in this  Agreement  they shall be deemed to be  followed  by the words  "without
limitation."  The phrases  "the date of this  Agreement,"  "the date hereof" and
terms of similar import, unless the context otherwise requires,  shall be deemed
to refer to the date first set forth in the beginning of this Agreement.

     Section 10.5 Counterparts.  This Agreement may be executed in counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective  when a  counterpart  has  been  signed  by  each of the  parties  and
delivered to each of the other  parties,  it being  understood  that all parties
need not sign the same counterpart.


                                       22
<PAGE>

     Section 10.6 Entire Agreement; No Third Party Beneficiaries. This Agreement
(including the documents and the instruments referred to herein) (a) constitutes
the entire  agreement and  supersedes all prior  agreements and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof and thereof, and (b) is not intended to confer upon any person other than
the parties hereto and thereto any rights or remedies hereunder or thereunder.

     Section 10.7  Governing Law. This Agreement has been executed and delivered
in the State of New York and shall be governed and construed in accordance  with
the laws of the State of New York without regard to any applicable  conflicts of
law principles.

     Section 10.8 Specific Performance.  The parties hereto agree that if any of
the  provisions of this  Agreement  were not performed in accordance  with their
specific terms or were otherwise  breached,  irreparable  damage would occur, no
adequate  remedy at law would exist and damages would be difficult to determine,
and that the parties  shall be entitled  to  specific  performance  of the terms
hereof, in addition to any other remedy at law or equity.

     Section 10.9 Publicity.  Except as otherwise  required by law or the Nasdaq
rules in the case  Daniel  Green  for so long as this  Agreement  is in  effect,
neither  Elan-Polo nor Daniel Green shall issue or cause the  publication of any
press  release or other public  announcement  with  respect to the  transactions
contemplated  by this  Agreement  without the consent of the other party,  which
consent shall not be unreasonably withheld or delayed.

     Section  10.10  Assignment.  Neither this  Agreement nor any of the rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other parties.  This Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.

                            [SIGNATURE PAGE FOLLOWS]


                                       23
<PAGE>

     IN WITNESS  WHEREOF,  Elan-Polo and,  Daniel Green have caused  Acquisition
Agreement to be signed by their respective officers thereunto duly authorized as
of the date first written above.

                              ELAN-POLO, INC.

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


                              DANIEL GREEN COMPANY

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



                                List of Exhibits

            Exhibit A    -    Schedule of Defined Terms
            Exhibit B    -    Transition Services Agreement
            Exhibit C    -    Lease Agreement
            Exhibit D    -    Assignment and Assumption Agreement
            Exhibit E    -    Trademark Assignments
            Exhibit F    -    Acquired Inventory Product Style Classification
            Exhibit G    -    Bill of Sale
            Exhibit H    -    Promissory Note
            Exhibit I    -    Irrevocable Letter of Credit
            Exhibit J    -    Collateral Assignment


                                       24