EXHIBIT 10.20

                                                                (Jones - Design)

  DESIGN SERVICES AGREEMENT dated as of May 11, 1998, by and between Polo Ralph 
Lauren Corporation (the "Design Company"), with a place of business at 650 
Madison Avenue, New York, New York 10022 and Jones Apparel Group, Inc. (the 
"Company") with a place of business at 250 Rittenhouse Circle, Bristol, 
Pennsylvania 19007.

  Ralph Lauren ("Lauren") is an internationally famous designer who has been 
twice inducted into the Coty Hall of Fame for his design of men's and women's 
fashions, is the recipient of the CFDA Lifetime Achievement Award, and is a 
creator of original designs for cosmetics, jewelry, home furnishings and 
other products.

  PRL USA, INC., a Delaware corporation ("Polo"), holds the right and interest 
in and to certain trademarks and trade names, as same may be used in connection
with the manufacture and sale of Licensed Products, as hereinafter defined, and
on even date herewith, the Company has obtained the right to use a specified 
trademark (the "Trademark") in connection with the Licensed Products, pursuant 
to a license agreement ("License Agreement") of even date herewith by and 
between the Company and Polo.

  The value of the Trademark is largely derived from the reputation, skill and 
design talents of Lauren, and Lauren, directly and through his designees, 
provides design services through the Design Company.

  The Company desires to obtain the services of the Design Company in connection
with the creation and design of the Licensed Products.

  The Company desires, in order to exploit the rights granted to it under the 
License Agreement, to engage and retain the Design Company to create and 
provide to the Company the designs for its line of Licensed Products. The 
Design Company is willing to furnish such designs and render such services on 
the basis hereinafter set forth. As used herein, the term "Licensed Products" 
shall have the meaning set forth in the License Agreement.

  In consideration of the foregoing premises and of the mutual promises and 
covenants herein contained, the parties hereto, intending to be legally bound, 
hereby agree as follows:

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  1. Designs: Assistance.

  1.1. The parties understand and agree that the Company will be principally 
responsible for the development and presentation to the Design Company of 
designs for Licensed Products, which designs will be reviewed by the Design 
Company and which the Design Company may approve, disapprove or modify in its 
sole discretion, in accordance with the terms and conditions set forth herein.

  1.2. The Design Company and the Company shall create each season, from the 
Design Company's ideas, a program of design themes and concepts with respect 
to the design of the Licensed Products ("Design Concepts"), which shall be 
embodied in written descriptions of design themes and concepts, designs and 
sketches of all looks for the season, and samples of trim and fabrics in the 
desired qualities and colors. The Company and the Design Company shall confer 
on Design Concepts and shall make such modifications as are required to meet 
the Design Company's final approval, which final approval may be granted or 
withheld in the Design Company's sole discretion.

  1.3. The Design Company may engage such employees, agents, and consultants 
operating under the Design Company's creative supervision and control as it 
may deem necessary and appropriate.

  1.4. From time to time while this Agreement is in effect, the Design Company 
may (a) develop or modify and implement designs from the Design Concepts or 
other designs furnished by the Design Company or (b) develop and implement 
new designs.

  1.5. The Company shall be principally responsible for creating designs for 
each season consistent in all respects with the approved Design Concepts for 
that season, and shall consult with the Design Company in good faith with 
respect to all such designs.

  1.6. The Company understands that all or portions of the Design Concepts may 
be furnished to the Company through or in cooperation with other entities to 
which the Design Company has provided design services. The Company upon its 
prior written authorization shall pay all costs, including shipping and 
handling charges, for fabric swatches or mill chips, sketches, specifications, 
paper sample patterns and product samples furnished to the Company by the Design
Company or such other entities.

  1.7. All patents and copyrights on designs of the Licensed Products created or
supplied by the Design Company shall be owned exclusively, and applied for, by 
the Design Company or its designee, at the Design Company's discretion and 
expense, and shall designate the Design Company or its designee as the patent 
or copyright owner, as the case may be, therefor. All patents and copyrights 
on designs of the Licensed Products

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created or supplied by the Company shall be owned exclusively, and applied for,
by the Company or its designee, at the Company's discretion and expense, and 
shall designate the Company or its designee as the patent or copyright owner, 
as the case may be, therefor.

  1.8. Company acknowledges that the Licensed Products contain elements which 
in concept, execution and/or presentation are unique. Company agrees that it 
will not, during the term of the Agreement, use any designs submitted or 
modified by the Design Company or any designs which are comparable and/or 
competitive with Licensed Products and which may be identified as Design 
Company designs.

  2. Design Legends: Copyright Notice and License.

  2.1. All designs, patterns, sketches, artwork, logos and other materials of 
Licensed Products and the use of such designs, artwork, sketches, logos and 
other materials created by the Design Company or the Design Studio, or, 
subject to paragraph 2.7 hereof, created by or for the Company and reviewed 
and approved by the Design Company, or developed by or for the Company from 
Design Concepts or subsequent design concepts furnished or approved by the 
Design Company (all of which shall hereinafter constitute Design Concepts), 
shall be the property of the Design Company and shall be subject to the 
provisions of this paragraph 2.

  2.2. All right, title and interest in and to the samples, sketches, design, 
artwork, logos and other materials furnished to Company by the Design Company, 
and in all logos or crests which become associated with the Trademark, 
regardless of whether such logos or crests are created or furnished by the 
Company or the Design Company, are hereby assigned to and shall be the sole 
property of the Design Company. The Company shall cause to be placed on all 
Licensed Products appropriate notice designating the Design Company as the 
copyright or design patent owner thereof, as the case may be. The manner of 
presentation of said notices shall be reviewed and approved by the Design 
Company prior to use thereof by the Company.

  2.3. The Design Company hereby grants to the Company the exclusive right, 
license and privilege ("License") to use the designs furnished hereunder and 
all copyrights, if any, and patents, if any therein; provided, however, that 
the License is limited to use in connection with Licensed Products manufactured 
and sold, or imported and sold, pursuant to the License Agreement and only for 
the seasonal collection for which such Design Concepts are approved. All other 
rights in and to the designs furnished hereunder, including without limitation 
all rights to use such designs in connection with products other than Licensed 
Products (as defined in the License Agreement) and in territories other than 
the Territory (as defined in the License Agreement) are expressly reserved by 
the Design

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Company. The License shall continue only for such period as this Agreement shall
be effective. The Design Company shall execute and deliver to the Company all 
documents and instruments necessary to perfect or evidence the License. Upon 
termination of this Agreement, for any reason whatsoever, any and all of the 
Company's right, title and interest in and to the License shall forthwith and 
without further act or instrument be assigned to, revert to and be the sole and 
exclusive property of the Design Company, and the Company shall have no further 
or continuing right or interest therein, except the limited right to complete 
the manufacture of and sell Licensed Products during any Disposal Period, as 
set forth in paragraph 6.3 hereof. In addition, the Company shall thereupon 
(i) execute and deliver to the Design Company all documents and instruments 
necessary to perfect or evidence such reversion, (ii) refrain from further use 
of any of the Design Concepts and (iii) refrain from manufacturing, selling or 
distributing any products (whether or not they bear the Trademark) which are 
confusingly similar to or derived from the Licensed Products or Design Concepts.

  2.4. Company shall not sublicense any of the rights granted hereunder without 
first obtaining the Design Company's prior written consent in connection 
therewith, which consent may be withheld by the Design Company in its sole 
discretion.

  2.5. The Design Company represents and warrants to the Company that it has 
full right, power and authority to enter into this Agreement, to perform all 
of its obligations hereunder and to consummate all of the transactions 
contemplated herein.

  2.6. The Company represents and warrants to the Design Company that the 
Company has full right, power and authority to enter into this Agreement, to 
perform all of its obligations hereunder and to consummate all the transactions 
contemplated herein.

  3. Licensed Products.

  3.1. All aspects of the design of Licensed Products for each season, 
including, but not limited to, the type and quality of materials, colors, 
workmanship, styling, detail, dimensions and construction to be used in 
connection therewith, shall strictly adhere to the Design Concepts approved 
by the Design Company for such season. In addition, all Licensed Products 
shall be at least of the same quality as comparable products in the Jones 
New York line as of the date of this Agreement.

  3.2. In the event that any Licensed Product is, in the judgment of the Design 
Company, not designed, manufactured or sold in strict adherence to the approved 
Design Concepts, or if the quality is below the standards required hereunder, 
the Design Company shall notify the Company thereof in writing and the Company 
shall promptly repair or change such Licensed Product to conform strictly 
thereto. If an item of Licensed Product

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as repaired or changed does not strictly conform to the Final Prototypes and 
such strict conformity or improvement in quality cannot be obtained after at 
least one (1) resubmission, the Trademark shall be promptly removed from the 
item, at the option of the Design Company, in which event the item may be 
sold by the Company without payment or compensation hereunder.

  3.3. The Design Company and its duly authorized representative shall have the
right, upon reasonable notice during normal business hours, to inspect all 
facilities utilized by the Company (and its contractors and suppliers) in 
connection with the preparation of Prototypes and the manufacture, sale, 
storage or distribution of Licensed Products pursuant hereto and to examine 
Licensed Products in process of manufacture and when offered for sale within 
the Company's operations. The Company hereby consents to the Design Company's 
examination of Licensed Products held by its customers for resale provided the 
Company has such right of examination. The Company shall take all necessary 
steps, and all steps reasonably requested by the Design Company, to prevent or 
avoid any misuse of the licensed designs by any of its customers, contractors 
or other resources.

  3.4. The Company shall comply with all laws, rules regulations and 
requirements of any governmental body which may be applicable to the 
manufacture, distribution, sale or promotion of Licensed Products. The 
Company shall advise the Design Company to the extent any Final Prototype 
does not comply with any such law, rule, regulation or requirement.

  3.5. The Company shall upon request make its personnel, and shall use its best
efforts to make the personnel of any of its contractors, suppliers and other 
resources, available by appointment during normal business hours for 
consultation with the Design Company. The Company shall make available to 
the Design Company, upon reasonable notice, marketing plans, reports and 
information which the Company may have with respect to Licensed Products.

  3.6. The Company may employ subcontractors for the manufacture of Licensed 
Products solely on the terms set forth in paragraph 16.4 of the License 
Agreement.

  4. Compensation: Accounting.

  4.1. As compensation for the designs and services rendered hereunder, the 
Company shall pay minimum compensation to the Design Company each year during 
the term of this Agreement. The minimum compensation to the Design Company in 
connection with the manufacture and sale and importation and sale of Licensed 
Products for each year shall be as follows:

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[OMITTED; MATERIAL FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]


Minimum compensation for each year shall be paid on a quarterly basis, beginning
with the minimum compensation payment to be made for the first calendar quarter 
of [OMITTED; MATERIAL FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE 
COMMISSION], in the manner set forth in paragraph 6.2 below. No credit shall 
be permitted against minimum compensation payable in any year on account of 
actual or minimum compensation paid in any other year, and minimum compensation 
shall not be returnable. Minimum Compensation for each year of the "Renewal 
Term" (as defined in paragraph 8 of the License Agreement) shall be an amount 
equal to [OMITTED; MATERIAL FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE 
COMMISSION]. For the purposes of this Agreement, the term "year" shall mean a 
period of twelve (12)months commencing on each January 1 during the term of this
Agreement; provided, however, that the "first year", or "Year V shall mean the 
period commencing on the date hereof and expiring on December 31, 1999.

  4.2. The Company shall pay to the Design Company earned compensation based on
the net sales price of Licensed Products manufactured or imported and sold by 
the Company hereunder. Earned compensation shall equal [OMITTED; MATERIAL FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the net sales price 
of all Licensed Products sold under this Agreement, including, without 
limitation, sales made pursuant to paragraph 6.3 hereof; provided, however, that
no earned compensation shall be due in respect of sales by Company to Polo's 
outlet stores at the discount specified in paragraph 3.3 of the License 
Agreement. The Company shall prepare or cause to be prepared statements of 
operations for the first month in which Licensed Products are offered for 
sale to the trade, and for each month thereafter for so long as the Company 
is offering Licensed Products for sale hereunder, which statements shall be 
furnished to the Design Company together with the earned compensation due for 
each such month on the last day of the following month. The statement and 
compensation payment provided on the last day of each April (for the month of 
March), July (for the month of June), October (for the month of September) and 
January (for the month of December) during the term shall also include the 
Company's minimum compensation obligation for the preceding calendar quarter, 
less the aggregate earned compensation paid for such calendar quarter.  The 
term "net sales price" shall mean the gross sales price of all Licensed 
Products sold under this Agreement to retailers or, with respect to Licensed
Products that are not sold directly or indirectly to retailers, other ultimate 
consumers (as in the case of accommodation sales by Company to its employees 
or sales by Company in its own stores), less trade discounts, merchandise 
returns, sales tax (if separately identified and charged) and markdowns and/or 
chargebacks which, in accordance with

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generally accepted accounting principles, would normally be treated as 
deductions from gross sales, and which, in any event, do not include any 
chargebacks or the like for advertising, fixture or retail shop costs or 
contributions, or contributions for in-store personnel. No other deductions 
shall be taken. Any merchandise returns shall be credited in the month in 
which the returns are actually made. For purposes of this Agreement, 
affiliates of the Company 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 the Company, or are under common control with the Company. It is the 
intention of the parties that compensation will be based on the bona fide 
wholesale prices at which the Company sells Licensed Products to independent 
retailers in arms' length transactions. In the event the Company shall sell 
Licensed Products to its affiliates, compensation shall be calculated on the 
basis of such a bona fide wholesale price irrespective of the Company's 
internal accounting treatment of such sale unless such products are sold by 
its affiliates directly to the end-user consumer, in which case compensation 
shall be calculated on the basis of the price paid by the end-user consumer, 
less applicable taxes; provided, however, that compensation on sales to outlet 
stores owned by the Company shall be calculated on the basis of the actual 
invoice price to such stores, but in no event less than an amount equal to 
[OMITTED; MATERIAL FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
less than the regular wholesale price of such Licensed Products. The Company 
shall identify separately in the statements of operations provided to the 
Design Company pursuant to paragraph 7 hereof, all sales to affiliates.

  4.3. The Company shall reimburse the Design Company for all its travel and 
promotion expenses incurred by the Design Company or Polo in the performance of 
the Design Company's duties under this Agreement with the prior written approval
of the Company. Amounts payable to the Design Company pursuant to this paragraph
shall become due and payable monthly within thirty (30) days of the date of 
mailing of the invoices, accompanied by corresponding receipts, for such costs 
incurred during the preceding month.

  4.4. If the payment of any installment of compensation is delayed for any 
reason, interest shall accrue on the unpaid principal amount of such installment
from and after the date on which the same became due pursuant to paragraphs 4.1 
or 4.2 hereof at the lower of the highest rate permitted by law in New York and 
two percent (2%) per annum above the prime rate of interest in effect from time 
to time at Chemical Bank, New York, New York or its successor.

  4.5. The Company shall at all times keep an accurate account of all operations
within the scope of this Agreement and shall render a full statement of such 
operations in writing to the Design Company in accordance with paragraph 4.1 
hereof. Such statements shall account separately for each different product 
category and shall include all aggregate

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gross sales, trade discounts, merchandise returns, sales of miscuts and damaged 
merchandise and net sales price of all sales for the preceding three (3) month 
period. Such statements shall be in sufficient detail to be audited from the 
books of the Company. Once annually, which may be in connection with the 
regular annual audit of the Company's books, the Company shall furnish an 
annual statement of the aggregate gross sales, trade and prompt payment 
discounts, merchandise returns and net sales price of all Licensed Products 
made or sold by the Company, certified by Company's independent accountant or 
chief financial officer. Each quarterly financial statement furnished by 
Company shall be certified by the chief financial officer of the Company 
or a certified public accountant who may be in the employ of the Company. 
The Design Company and its duly authorized representatives, on reasonable 
notice, shall have the right, no more than once in each year during regular 
business hours, for the duration of the term of this Agreement and for three 
(3) years thereafter, to examine the books of account and records and all 
other documents, materials and inventory in the possession or under the 
control of the Company and its successors with respect to the subject matter 
of this Agreement. All such books of account, records and documents shall be
maintained and kept available by the Company for at least the duration of 
this Agreement and for three (3) years thereafter. The Design Company shall 
have free and full access thereto in the manner set forth above and shall 
have the right to make copies and/or extracts therefrom. If as a result of 
any examination of the Company's books and records it is shown that the 
Company's payments to the Design Company hereunder with respect to any twelve 
(12) month period were less than or greater than the amount which should have 
been paid to the Design Company by an amount equal to three and one-half 
percent (3%%) of the amount which should have been paid during such twelve 
(12) month period, the Company will, in addition to reimbursement of any 
underpayment, with interest from the date on which each payment was due at 
the rate set forth in paragraph 4.4 hereof, promptly reimburse the Design 
Company for the cost of such examination.

  4.6. The obligation of the Company to pay compensation hereunder shall be 
absolute notwithstanding any claim which the Company may assert against Polo 
or the Design Company. The Company shall not have the right to set-off, 
compensate or make any deduction from such compensation payments for any 
reason whatsoever.

  4.7. All accounting statements and payments of compensation due to PRLC shall,
unless PRLC shall otherwise direct by written notice to Company, be made by wire
transfer on the date due, which wire transfer shall be directed to Polo, as 
agent for PRLC, as follows:

     Chase Manhattan Bank Delaware
     1201 Market Street, Wilmington, Delaware, 19801-1167,
     ABA#031100267
     Account Name and Number: PRL USA, Inc.: 6301-225177-500

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  5. Death or Incapacity of Lauren.

  The Design Company shall perform its obligations hereunder notwithstanding any
death or incapacity of Lauren and the Company shall accept the services of the 
Design Company.

  6. Term and Termination.

  6.1. Unless sooner terminated in accordance with the terms and provisions 
hereof, this Agreement shall continue in effect for so long as the License 
Agreement is in effect and shall terminate upon the termination of the 
License Agreement.

  6.2. Each of the following shall constitute an event of default ("Event of 
Default") hereunder: (i) any compensation is not paid when due and such default 
continues for more than ten (10) days after notice thereof; (ii) the Company 
shall fail to timely present for sale to the trade a broadly representative 
and fair collection of each seasonal collection of Licensed Products designed 
by the Design Company or the Company shall fail to timely ship a material 
portion of the orders of Licensed Products it has accepted; (iii) the Company 
shall use the designs in an unauthorized or improper manner and/or Company 
shall make an unauthorized disclosure of confidential information or materials 
given or loaned to Company by the Design Company or Polo; or (iv) the Company 
defaults in performing any of the other terms of this Agreement and continues 
in such default for a period of thirty (30) days after notice thereof 
(unless the default cannot be cured within such thirty (30) day period and the 
Company shall have commenced to cure the default and proceeds diligently 
thereafter to cure within an additional fifteen (15) day period); (v) an 
event of default shall occur under the License Agreement or any other design 
agreement entered into between the Company and the Design Company or license 
agreement between the Company and Polo; or (vi) the License Agreement shall 
be terminated for any reason whatsoever. If any Event of Default other than 
that described in paragraph 6.2(vi) shall occur, the Design Company shall have 
the right, exercisable in its sole discretion, to terminate this Agreement upon 
ten (10) days' written notice to the Company of its intention to do so. Upon 
the expiration of such ten (10) day period, this Agreement shall terminate 
and come to an end and, subject to paragraph 6.3 hereof, all rights of the 
Company in and to the designs furnished or used hereunder and all copyrights 
and designs patents therein and their contemplated use shall terminate. If the 
Event of Default described in paragraph 6.2(vi) shall occur, this Agreement and 
the License shall thereupon forthwith terminate and come to an end without any 
need for notice to the Company. Termination of this Agreement shall be without 
prejudice to any remedy of the Design Company for the recovery of any monies 
then due to it under this Agreement or in respect of any antecedent breach of 
this Agreement, and without prejudice to any other right of the Design Company, 
including without limitation, damages

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for breach to the extent that the same may be recoverable.

  6.3. In the event Polo chooses not to exercise the option referred to in 
paragraph 10.1 of the License Agreement with respect to all or any portion of 
the Licensed Products (as therein defined), the Company may dispose of Licensed 
Products, to the extent permitted by and in the manner set forth in paragraph 
10.2 of the License Agreement. Such sales shall be subject to the payment of 
earned compensation pursuant to paragraph 4.2 hereof. Upon the conclusion of 
the disposal period all rights and interests in and to the designs furnished 
or used hereunder and design patents therein and all copyrights licensed 
hereby shall belong to and be the property of the Design Company and the 
Company shall have no further or continuing right or interest therein.

  6.4. The Company acknowledges and admits that there would be no adequate 
remedy at law for its failure to cease the manufacture or sale of Licensed 
Products at the termination of this Agreement, by expiration or otherwise, 
and the Company agrees that in the event of such failure, the Design Company 
shall be entitled to relief by way of temporary or permanent injunction and 
such other and further relief as any court with jurisdiction may deem proper.

  6.5. It is expressly understood that under no circumstances shall the Company 
be entitled, directly or indirectly, to any form of compensation or indemnity 
from the Design Company, Lauren, Polo, PRL USA Holdings, Inc. or their 
affiliates as a consequence to the termination of this Agreement, whether as
a result of the passage of time, or as the result of any other cause of 
termination referred to in this Agreement. Without limiting the generality of 
the foregoing, by its execution of the present Agreement, the Company hereby 
waives any claim which it has or which it may have in the future against the 
Design Company, Lauren or Polo, or their affiliates, arising from any alleged 
goodwill created by the Company for the benefit of any or all of the said 
parties or from the alleged creation or increase of a market for Licensed 
Products.

  7. Indemnity.

  7.1. The Company shall indemnify and save and hold the Design Company, Polo, 
PRL USA Holdings, Inc. and Lauren, individually, and their directors, officers, 
servants, agents and employees, (collectively, "Indemnified Parties") harmless 
from and against any and all liability, claims, causes of action, suits, damages
and expenses (including reasonable attorney's fees and expenses in actions 
involving third parties or between the parties hereto), which they, or any of 
them, are or become liable for, or may incur, or be compelled to pay by reason 
of any acts, whether of omission or commission, that may be committed or 
suffered by the Company or any of its directors, officers, servants, agents or 
employees in connection with the Company's performance of this Agreement, in

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connection with Licensed Products manufactured by or on behalf of the Company or
otherwise in connection with the Company's business; provided, however, that the
Company shall not be responsible for any liability, claims, causes of action, 
suits, damages or expenses incurred or suffered by the Indemnified Parties in 
connection with any suit or proceeding for infringement of another's design 
patent, trademark, copyright or other proprietary rights brought against them 
as a result of the Company's use of the Trademarks, or the Design Concepts 
furnished by the Design Company hereunder, in strict accordance with the terms 
and conditions of this Agreement and the License Agreement.

  8. Disclosure.

  The Design Company and the Company, and their affiliates, employees, 
attorneys, bankers and accountants, shall hold in confidence and not use or 
disclose, except as permitted by this Agreement, (i) confidential information 
of the other or (ii) the terms of this Agreement, except upon consent of the 
other or pursuant to, or as may be required by law, or in connection with 
regulatory or administrative proceedings and only then with reasonable advance 
notice of such disclosure to the other. The Company shall take all reasonable 
precautions to protect the secrecy of the materials, samples, sketches, designs,
artwork, logos and other materials used pursuant to this Agreement prior to the 
commercial distribution or the showing of samples for sale and shall not sell 
any merchandise employing or adapted from any of said designs, sketches, 
artwork, logos, and other materials or their use except under the Trademark.

  9. Miscellaneous.

  9.1. All notices, requests, consents and other communications hereunder shall 
be in writing and shall be deemed to have been properly given or sent (i) on the
date when such notice, request, consent or communication is personally 
delivered, or (ii) five (5) days after the same was sent if sent by certified 
or registered mail or (iii) two (2) days after the same was sent, if sent by 
overnight courier delivery or confirmed telecopier, as follows:

(a) if to the Company, addressed as follows:

     Jones Apparel Group, Inc.
     250 Rittenhouse Circle
     Bristol, Pennsylvania 19007
     Attention: Mr. Sidney Kimmel
     Telecopier: (215) 785-1795

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     with a copy to:

     Jones Apparel Group, Inc.
     1411 Broadway
     New York, New York 10018
     Attention: Mr. Herbert Goodfriend
     Telecopier: (212) 921-5370

(b) if to the Design Company addressed as follows:

     Polo Ralph Lauren Corporation
     650 Madison Avenue
     New York, New York 10022
     Attention: President
     Telecopier: 212.318.7186

with a copy to:

     Victor Cohen, Esq.
     Eighth Floor
     650 Madison Avenue
     New York, New York 10022
     Telecopier: 212.318.7183

Anyone entitled to notice hereunder may change the address to which notices or 
other communications are to be sent to it by notice given in the manner 
contemplated hereby.

  9.2. Nothing herein contained shall be construed to place the parties in the 
relationship of partners or joint venturers, and neither the Design Company nor 
the Company shall have any power to obligate or bind the other in any manner
whatsoever, except as otherwise provided for herein.

  9.3. None of the terms hereof can be waived or modified except by an express 
agreement in writing signed by the party to be charged. The failure of any party
hereto to enforce, or the delay by any party in enforcing, any of its rights 
hereunder shall not be deemed a continuing waiver or a modification thereof and 
any party may, within the time provided by applicable law, commence appropriate 
legal proceedings to enforce any and all of such rights. All rights and remedies
provided for herein shall be cumulative and in addition to any other rights or 
remedies such parties may have at law or in equity. Any party hereto may employ
any of the remedies available to it with respect to any of its rights hereunder 
without prejudice to the use by it in the future of any other remedy with 
respect to any of such rights. No person, firm or corporation, other than 
the parties hereto and

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Polo, shall be deemed to have acquired any rights by reason of anything 
contained in this Agreement.

  9.4. The Design Company may assign its right to receive all or any portion of 
its compensation under this Agreement and, in addition, this Agreement and all 
of the Design Company's rights, duties and obligations hereunder may be assigned
by the Design Company to any entity to which the right to own or use the 
Trademark has been assigned, or to an affiliate of any such entity. The 
Company may not assign its rights and obligations under this Agreement 
without the prior written consent of the Design Company, which may be 
withheld in the Design Company's sole discretion.

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

  9.6. This Agreement shall be binding upon and inure to the benefit of the 
successors, heirs and permitted assigns of the parties hereto.

  9.7. This Agreement shall be construed in accordance with and governed by the 
laws of the State of New York, applicable to contracts made and to be wholly 
performed therein without regard to its conflicts of law rules.

  9.8. If any dispute between the parties leads to litigation, the parties agree
that the courts of the State of New York in the City of New York, or the federal
courts in that City, shall have the exclusive jurisdiction and venue over such 
litigation. All parties consent to personal jurisdiction in the State of New 
York, and agree to accept service of process outside of the State of New York 
as if service had been made in that state. Notwithstanding anything to the 
contrary set forth herein, neither Polo Ralph Lauren Corporation nor any other 
general or limited partner of the Design Company shall be liable for any claim 
based on, arising out of, or otherwise in respect of, this Agreement, and the 
Company shall not have nor claim to have any recourse for any such claim against
any general or limited partner of the Design Company.

  9.9. In the event of a breach or threatened breach of this Agreement by the 
Company, the Design Company shall have the right, without the necessity of 
proving any actual damages, to obtain temporary or permanent injunctive or 
mandatory relief in a court of competent jurisdiction, it being the intention 
of the parties that this Agreement be specifically enforced to the maximum 
extent permitted by law.

                                 -13-
<PAGE>

  9.10. Provisions of this Agreement are severable, and if any provision shall 
be held invalid or unenforceable in whole or in part in any jurisdiction, then 
such invalidity or unenforceability shall affect only such provision, or part 
thereof, in such jurisdiction and shall not in any manner affect such provision 
in any other jurisdiction, or any other provision in this Agreement in any 
jurisdiction. To the extent legally permissible, an arrangement which reflects 
the original intent of the parties shall be substituted for such invalid or 
unenforceable provision.

  9.11. The paragraph headings contained in this Agreement are for reference 
purposes only and shall not affect in any way the meaning or interpretation 
of this Agreement. Any ambiguity in this Agreement shall not be construed 
against the party who prepared this Agreement.

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

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused
the same to be executed by a duly authorized officer as of the day and year
first above written.

                    POLO RALPH LAUREN CORPORATION

                    By: /s/ Michael Newman

                    JONES APPAREL GROUP, INC.

                    By: /s/ Jackwyn L. Nemerov

                                 -14-