<PAGE>

                              LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made this First day of December, 1997, by and 
between J. G. HOOK, INC., a Pennsylvania Corporation, with its principal 
place of business at 1616 Walnut Street, Suite 1122, Philadelphia, 
Pennsylvania 19103 (hereinafter referred to as "LICENSOR"), and 
RETROSPETTIVA, INC., a California Corporation, with its principal place of 
business at 8825 W. Olympic Boulevard, Beverly Hills, CA 90211 (hereinafter 
referred to as "LICENSEE").
                                       
                                  BACKGROUND

LICENSOR is the owner of the trademarks, set forth in Exhibit A attached 
hereto and made a part hereof (hereinafter collectively referred to as the 
"Trademarks").  The parties desire that LICENSOR grant to LICENSEE a license 
to use the Trademarks in the design, manufacture, advertising and sale of 
Nell Flowers by J. G. Hook classic related separates, more specifically 
designated hereinafter.

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<PAGE>

NOW, THEREFORE, in consideration of the mutual covenants herein contained, 
the parties hereto, intending to be legally bound, agree as follows:

1.   GRANT OF LICENSE AND DESIGNATION OF LICENSED PRODUCTS. LICENSOR agrees to 
and does hereby grant to LICENSEE for the period and upon the terms and 
conditions hereinafter set forth, the exclusive right and license to use the 
Trademarks within the geographic area described in Paragraph 3 hereof, in the 
design, manufacture, advertising and sale of Nell Flowers by J. G. Hook 
classic related separates, to include lined sports jackets, skirts, pants, 
shorts and layering pieces, to specifically not include collection or 
classification merchandise (hereinafter referred to as the "Products").  As 
used herein, the term "Licensed Products" means all Products sold or shipped 
by LICENSEE which bear the Trademarks.  In the event any questions arise 
regarding the classification of Products which LICENSEE may wish to produce as 
Licensed Products, the decision of LICENSOR shall be final and binding.  The 
rights granted to LICENSEE herein are limited to use of the Trademarks on or 
in connection with the Licensed Products and LICENSEE specifically agrees not 
to use the Trademarks or consent to their use in any manner on any other 
product or items.  LICENSOR reserves all rights to the Trademarks except to 
the extent specifically granted to LICENSEE herein.

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<PAGE>

2.   TERM.  The Agreement shall be for a term commencing on January 1, 1998 
and continuing for a period of three years and six months, terminating on 
June 30, 2001.  The First Year shall consist of the eighteen-month period 
from January 1, 1998 to June 30, 1999, the Second Year shall be the one-year 
period from July 1, 1999 to June 30, 2000, and the Third Year shall be the 
one-year period from July 1, 2000 to June 30, 2001.  LICENSEE shall have one 
three-year option to renew this Agreement, provided LICENSEE is not in 
default of any of the provisions hereof at the time of exercise of this 
option, and provided it gives LICENSOR written notice of its intention to so 
renew at least one hundred twenty (120) days prior to the end of the then 
current term; and, in addition, provided that it has achieved net sales in 
the amount of Five Million Five Dollars ($5,000,000) during the Third Year of 
the initial three-year term of this Agreement.  The Renewal Option Period 
shall be the period from July 1, 2001 to June 30, 2004.

3.   GEOGRAPHIC AREA.  The rights granted to LICENSEE hereunder shall be 
exercised by LICENSEE solely within the United States of America, its 
territories and possessions, and Canada and Mexico (hereinafter referred to 
as the "Geographic Area"), and shall be exclusive therein with respect to the 
Licensed Products.

4.   ROYALTIES.  LICENSEE agrees to pay royalties for the use of the 
Trademarks as follows:

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<PAGE>

     A.   MINIMUM GUARANTEED ROYALTY - LICENSEE agrees to pay LICENSOR a 
Minimum Guaranteed Royalty of $130,000 during the First Year of the License 
Agreement, $170,000 during the Second Year of the License Agreement and 
$210,000 during the Third Year of the License Agreement.  The Minimum 
Guaranteed Royalty for each year of the Renewal Option Period, should 
LICENSEE exercise said Option, shall be $210,000.  Minimum Guaranteed 
Royalties are payable as follows:

          1) The sum of $26,000 upon execution, receipt whereof is hereby 
acknowledged.

          2) The balance of $104,000 for the First Year's Minimum Guaranteed 
Royalty shall be paid in twelve equal installments of $8,666.66 each, on July 
1, 1998, August 1, 1998, September 1, 1998, October 1, 1998, November 1, 
1998, December 1, 1998, January 1, 1999, February 1, 1999, March 1, 1999, 
April 1, 1999, May 1, 1999 and June 1, 1999.

          3) The sum of $170,000 for the Second Year's Minimum Guaranteed 
Royalty shall be paid in twelve equal installments of $14,166.66 each, on 
July 1, 1999, August 1, 1999, September 1, 1999, October l, l999, November l, 
l999, December 1, 1999, January l, 2000, February 1, 2000, March 1, 2000, 
April 1, 2000, May 1, 2000 and June 1, 2000.

          4) The sum of $210,000 for the Third Year's Minimum Guaranteed 
Royalty shall be paid in twelve equal installments of $17,500 each, on July 
1, 2000, August 1, 2000, 

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<PAGE>

September 1, 2000, October 1, 2000, November 1, 2000, December 1, 2000, 
January 1, 2001, February 1, 2001, March 1, 2001, April 1, 2001, May 1, 2001 
and June 1, 2001.

          5)  The sum of $210,000 for the Minimum Guaranteed Royalty for each 
year of the three-year Renewal option Period shall be paid yearly in twelve 
equal installments of $17,500 on July 1, August 1, September 1, October 1, 
November 1, December 1, January 1, February 1, March 1, April l, May l and 
June l.

     B.  OPERATINA ROVALTIES - LICENSEE agrees to pay to LICENSOR operating 
royalties equal to four and one-half percent (4-l/2%) of the first Two 
Millions Dollars ($2l,000,000) of Net Shipments of Licensed Products sold by 
LICENSEE pursuant to this Agreement during any calendar year hereof, and four 
percent (4%) of the excess of Net Shipments of Licensed Products over Two 
Million Dollars ($2,000,000) sold by LICENSEE pursuant to this Agreement 
during any calendar year hereof.  With respect to Licensed Products which are 
sold by LICENSEE as either irregular, seconds or discontinued styles, the 
operating royalty applicable to such Licensed Products shall be equal to 
one-half of the percentage ascribed above to operating royalties on Net 
Shipments of regular Licensed Products; such sales, however, shall not exceed 
ten percent (10%) of total Net Shipments during any yearly period hereof.  As 
used herein, yearly period shall mean, for the First Year of this agreement, 
the eighteen-month period from January 1, 1998 to June 30, 1999, and for all 
other years shall

                                       5
<PAGE>

mean the 12 month period from July 1 to June 30.  Minimum Guaranteed 
Royalties remitted by LICENSEE shall be credited and offset against operating 
royalties first coming due hereunder. Should the operating royalties be less 
than the Minimum Guaranteed Royalty hereunder, the latter shall be 
non-refundable and nevertheless remain the property of LICENSOR.  Operating 
royalties due to LICENSOR shall be paid by LICENSEE concurrently with 
delivery of the periodic reports required by Paragraph 5 hereof.  In the 
event LICENSEE shall fail to pay any sum required to be paid hereunder 
(Minimum Guaranteed Royalties or operating royalties) within ten (10) days 
after the due date thereof, the amount owing shall thereupon bear interest at 
the then current Prime rate plus two and one-half percent (2.5%) per annum 
until paid, and LICENSOR shall have the right to invoke the provisions of 
Paragraph 15 hereof.

     C.   DEFINITION OF "NET SHIPMENTS" - As used herein, the term "Net 
Shipments" shall mean the invoice price charged by LICENSEE for Licensed 
Products sold and shipped by LICENSEE less trade discounts afforded to and 
actually taken by customers as payment for Licensed Products.  If LICENSEE 
sells the Licensed Products to a related marketing organization or any 
individual or company in whole or in part controlled or owned by LICENSEE, 
the invoice price used to determine Net Shipments hereunder shall be the 
invoice price at which the Licensed Products are resold by 

                                       6
<PAGE>

such related entity to an unrelated customer in an arm's length transaction.

     5.   LICENSEE'S MONTHLY REPORTS OF SHIPMENTS AND ROYALTY PAYMENTS.  On 
or before the fifteenth day of each month following the end of each monthly 
period during the term hereof, LICENSEE shall deliver to LICENSOR a written 
statement certified to be true and correct by the Chief Financial Officer of 
LICENSEE, setting forth the gross and Net Shipments of Licensed Products 
(broken down by gross and Net Shipments for each separate category (item) of 
Licensed Products as set forth in Paragraph 1 hereof) for the preceding 
month, together with a check payable to LICENSOR in full payment of the 
royalties shown on said statement to be due under Paragraph 4 hereof 
accompanied by a statement of invoices by customer showing the date, invoice 
number, dollar amount of sale and salesman's name.  In addition, LICENSEE 
will simultaneously report the open, undelivered orders as of the close of 
the preceding month.

     6.   LICENSEE'S ANNUAL REPORTS.  Within ninety (90) days of the end of 
each of LICENSEE's fiscal year's ending during the term of this Agreement 
(LICENSEE hereby certifies that its fiscal year ends December 31), and within 
ninety (90) days of the termination of this Agreement, LICENSEE shall deliver 
to LICENSOR a report prepared by the certified public accounting firm then 
servicing LICENSEE, showing gross shipments, Net Shipments (broken down as 
set forth above), royalties due, and royalties 

                                       7
<PAGE>

paid for LICENSEE's preceding fiscal year or, in the case of termination of 
this Agreement, such information for the period ending at termination.

     7.   LICENSEE'S RECORDS.  LICENSEE shall keep and maintain at its 
regular place of business complete books and records of all business 
transacted by LICENSEE in connection with the Licensed Products, including, 
but not limited to, books and records relating to Net Shipments and sales of 
Licensed Products. LICENSEE's accounting records of sales, shipments and 
returns of Licensed Products shall be maintained separately from LICENSEE's 
accounting records relating to other items manufactured or sold by LICENSEE.  
Such books and records shall be maintained in accordance with generally 
accepted accounting procedures and principles consistently applied.  
LICENSOR, or its duly authorized agents or representatives, shall have the 
right to inspect said books and records at LICENSEE's premises during 
LICENSEE's regular business hours, provided that LICENSOR shall give to 
LICENSEE at least ten (10) days advance written notice thereof.

     8.   AUDIT BY LICENSOR.  LICENSOR, upon giving to LICENSEE at least ten 
(10) days advance written notice of its intention to do so, shall have the 
right to audit all books and records which LICENSEE is required to maintain 
pursuant to Paragraph 7 hereof, and in the event any such audit shall 
disclose the LICENSEE has understated Net Shipments or underpaid royalties 
for any 

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<PAGE>

reporting period, LICENSEE shall forthwith and upon written demand pay to 
LICENSOR the amount by which the royalties due exceed royalties paid, 
together with interest thereon, at the then current Prime rate plus two and 
one-half percent (2.5%) per annum calculated from the due date of such 
royalties.  In the event that LICENSEE has understated Net Shipments or 
underpaid royalties in excess of five percent (5%) of said Net Shipments for 
any payment period, LICENSEE shall forthwith and upon written demand, also 
pay to LICENSOR all costs, fees and expenses incurred by LICENSOR in 
conducting such audit, and LICENSOR shall have the right to terminate this 
Agreement, immediately.  Should such audit disclose that the royalties paid 
exceed the royalties due, LICENSEE shall be entitled to a credit equal to 
such excess royalties against the royalties next accruing under this 
Agreement.

     9.   BEST EFFORTS OF LICENSEE.  LICENSEE shall use its best efforts and 
skill to design, manufacture, advertise, sell and ship the Licensed Products 
and shall continuously and diligently during the term hereof produce an 
inventory of Licensed Products and produce and maintain facilities and 
trained personnel sufficient and adequate to accomplish the foregoing.  Upon 
cessation of any of the above for a continuous period of ninety (90) days, 
LICENSOR shall have the right to terminate this Agreement, immediately.

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<PAGE>

    10.  APPROVALS.  LICENSEE shall not sell any Licensed Products using any 
advertising or promotional material or packaging material bearing the 
Trademarks, or using LICENSOR's name without the Trademarks, without prior 
approval of LICENSOR.

LICENSEE shall furnish to LICENSOR, without cost, the following:

          A.   Photographs and/or design sketches of the proposed styling of 
each item of Licensed Products;

          B.   At least one (1) sample, randomly selected, of finished 
production models of each such item at least thirty (30) days before Licensed 
Products will be marketed for LICENSOR's approval as to styling, material and 
manufacturing quality;

          C.   Samples of all packaging materials, labels, tags, hang tags 
and other indicia to be used on or in connection with the item;

          D.   All advertising and promotional items, programs and materials 
relating to the Licensed Products at least fourteen (14) days prior to media 
deadlines.

     The foregoing provisions in this Paragraph 10 shall also apply to any 
changes in any Licensed Products, advertising or promotional material or 
packaging material bearing the Trademarks.

     LICENSOR shall have the right to disapprove the use by LICENSEE of any 
of the above which, in LICENSOR's opinion, do not meet LICENSOR's standards, 
but failure of LICENSOR to notify LICENSEE of such disapproval within 
fourteen (14) days after 

                                      10
<PAGE>

receipt of the items required to be submitted hereunder shall constitute 
LICENSOR's approval.  In addition thereto, prior to submission of samples 
pursuant to Subparagraph B hereof, LICENSEE shall conduct its normal tests 
and verification procedures on each sample to assure that the quality of 
Licensed Products is at least equal to the quality of similar non-licensed 
items manufactured by LICENSEE and sold at retail at comparable prices, 
including but not limited to, tests and procedures relating to color 
fastness, maximum shrinkage, burst strength, curing and the like.

     If, at any time, LICENSOR is of the opinion that LICENSEE is not 
properly using the Trademarks on the Licensed Products on labels, tags, hang 
tags, packaging, or in advertising, or that the standard of quality of any 
item of the Licensed Products does not conform to the standards set by 
LICENSOR or is not of a quality at least equal to similar, non-licensed 
products manufactured by LICENSEE, LICENSOR may give LICENSEE written notice 
to this effect, identifying in such notice the situation to which it objects. 
LICENSEE shall have thirty (30) days after receipt of such notice to 
correct, to LICENSOR's satisfaction, the situation or situations to which 
LICENSOR has objected, and failing which, LICENSOR may terminate this 
Agreement forthwith, and LICENSEE shall immediately discontinue use of the 
Trademarks and shall not thereafter adopt any conflicting or confusing 

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<PAGE>

similar mark or symbol for use on the class of goods to which this license 
relates.

     ll.  ADVERTISING REOUIREMENTS.  LICENSEE agrees to establish an 
advertising budget in the amount they deem proper for consumer and trade 
advertising, fixturing, packaging, catalogues, brochures and related 
materials for the sale and promotion of the Licensed Products.

     12.  PROHIBITIONS OF ASSIGNMENTS OR TRANSFERS.  LICENSEE shall not 
voluntarily or by operation of law assign or transfer this Agreement or any 
of LICENSEE's rights or duties hereunder or any interest of LICENSEE without 
the written consent of LICENSOR, except to a wholly-owned subsidiary or an 
affiliated corporation, nor shall LICENSEE enter into any sublicense of the 
use of the Trademarks by any third party.  Should LICENSOR permit such an 
assignment or should such assignment be to a wholly-owned subsidiary or an 
affiliated corporation, LICENSEE shall continue, nevertheless, to remain 
liable for the performance of this Agreement.  Should LICENSEE sell its stock 
or a majority thereof, or its assets or a substantial part thereof, to a 
third party, this license shall terminate unless LICENSOR gives its written 
consent to the said sale.  It is understood that despite the fact that 
LICENSOR and LICENSEE are corporations, this License Agreement is a highly 
personal document, closely associated with the individuals employed by the 
corporations who run the said programs.  Should LICENSOR fail to give its 
written consent to a 

                                      12
<PAGE>

sale, as described above, this License Agreement shall terminate immediately 
pursuant to the termination provisions contained herein, and LICENSOR shall, 
upon such termination, be free, thereupon, to license the rights granted 
herein to any other person, firm or corporation, without any further 
obligations to LICENSEE or its buyer or buyers.

      13.  PRESERVATION OF TRADEMARKS AND CHANGES IN OR IMPROVEMENTS TO 
LICENSED PRODUCTS.  LICENSEE shall cause to appear on all Licensed Products 
and on all materials on or in connection with which the Trademarks are used, 
such legends, markings and notices as may be required by the laws governing 
the Geographic Area in order to give appropriate notice of any trademark 
rights therein or pertaining thereto.

     LICENSEE shall not use or permit the use of the Trademarks on or in 
connection with any product or service, other than the Licensed Products 
which are manufactured or sold by or for LICENSEE.  No Licensed Products 
shall be sold without a Trademark affixed to it, or on the package or label.

     Any permutation of the Trademarks and any secondary rights adopted and 
used by LICENSEE on the Licensed Products, except trademarks already 
registered by LICENSEE, shall be and become the property of LICENSOR and 
shall be included as a Trademark subject to this Agreement.  Any change or 
improvement in the Licensed Product, initiated by LICENSEE or anyone on its 
behalf, 


                                       13

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shall likewise become the property of LICENSOR and shall be included under 
the Trademark subject to this Agreement.

     14.  INFRINGEMENT AND OTHER TRADEMARK LITIGATION.  LICENSOR hereby 
indemnifies LICENSEE (including its officers and directors) and shall defend 
it against any claims or suits and hold it harmless against any damages 
awarded by judgment of a court of competent jurisdiction arising out of or in 
connection with any claims of Trademark infringement asserted against 
LICENSEE by third parties relating to LICENSEE's use of the Trademarks as 
authorized by this Agreement, provided that LICENSEE shall give reasonably 
prompt notice, cooperation and assistance, other than financial assistance, 
to LICENSOR relative to any claim or suit, and further provided that LICENSOR 
shall have the option to undertake the conduct and defense of any suit so 
brought.  Notwithstanding the foregoing, LICENSOR's liability to LICENSEE is 
restricted to the total of royalties actually paid LICENSOR.

     LICENSEE shall give written notice to LICENSOR as soon as practicable of 
any infringement of the Trademarks which comes to the attention of LICENSEE. 
LICENSOR, at its sole cost and expense and in its own name and at its sole 
discretion, may prosecute any action or proceeding which LICENSOR deems 
necessary or desirable to protect the Trademarks, including, but not limited 
to, actions or proceedings involving infringement of the Trademarks.  
LICENSEE may, and upon written request by LICENSOR 


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<PAGE>

shall, join LICENSOR in any such action or proceeding.

     LICENSEE shall not commence any action or proceeding alleging 
infringement of the Trademarks without prior written consent of LICENSOR.  
Any and all damages recovered in any action or proceeding commenced by 
LICENSOR shall belong solely and exclusively to LICENSOR.

     15.  DEFAULT BY LICENSEE.

          A.   LICENSEE shall default under this Agreement if:

               1.   LICENSEE fails to make payment of any amount due 
hereunder and such payment has not been received by LICENSOR within ten (10) 
days after written notice to LICENSEE, or

               2.   LICENSEE fails to perform pursuant to this Agreement and 
such failure does not involve the payment of money and LICENSEE shall not 
commence curing the same within ten (10) days after written notice to 
LICENSEE, or if such default is not thereafter completely cured within thirty 
(30) days thereof, or

               3.   A Receiver is appointed or one or more creditors takes 
possession of all or substantially all of the assets of the LICENSEE, or if 
LICENSEE shall make a general assignment for the benefit of creditors, or if 
LICENSEE resolves to go into voluntary liquidation or if proceedings in 
voluntary or involuntary bankruptcy are commenced by or against LICENSEE.

          B.   In the event of a default by LICENSEE, LICENSOR may at its 
option, immediately or at any time thereafter cancel and terminate this 
Agreement.  In such event, LICENSEE shall not 


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<PAGE>

be relieved of any of its obligations which have accrued or will accrue 
hereunder and LICENSOR shall retain all of its right to damages therefor in 
law or in equity, including but not limited to loss of profits during the 
unexpired portion of this Agreement.  In addition, all monies due or to 
become due as Minimum Guaranteed Royalties hereunder shall become immediately 
due and payable.

     16.  DISPOSAL OF INVENTORY UPON TERMINATION OR EXPIRATION. Upon 
expiration or sooner termination of this Agreement (unless sooner termination 
takes place because of LICENSEE's default hereunder), LICENSEE shall have the 
right to dispose (in a manner consistent with its prior methods of selling 
the Licensed Products during the term hereof) of all Licensed Products on 
hand, on order, or in the process of manufacture on the effective date of 
such expiration or termination for the period of ninety (90) days following 
the date of expiration or termination hereof. Within thirty (30) days 
following the effective date of expiration or termination hereof, LICENSEE 
shall provide LICENSOR with a written statement indicating the number and 
description of Licensed Products on hand, on order, or in process of 
manufacture as of the effective date of expiration or termination, and 
LICENSOR shall have the right to conduct a physical inventory to verify such 
statement.  In the event LICENSEE refuses to permit LICENSOR to conduct such 
physical inventory or fails to deliver such written statement, the LICENSEE 
shall forfeit its rights 


                                       16

<PAGE>

hereunder to dispose of Licensed Products following the date of expiration or 
termination.  With respect to all Licensed Products sold pursuant to this 
Paragraph 16, LICENSEE shall pay LICENSOR an operating royalty as provided in 
Paragraph 4B above, but not a Minimum Guaranteed Royalty.  Such operating 
royalties shall be payable within sixty (60) days following the end of the 
aforesaid ninety (90) day period.  Should termination or cancellation occur 
because of LICENSEE's default hereunder, LICENSEE shall have only thirty (30) 
days from the date of termination to dispose of its inventory.

     17.  ADDITIONAL RIGHTS UPON TERMINATION.

          A.   During the final twelve (12) months of the  term hereof, 
LICENSOR shall have the right to negotiate and conclude such agreements as it 
desires, pursuant to which it shall grant a license to any party or parties 
of any or all of the rights herein granted to LICENSEE, except that no 
merchandise herein identified as Licensed Products shall be advertised or 
sold by LICENSOR or any third party other than LICENSEE prior to the 
expiration or termination of this Agreement.

          B.   Upon the expiration of the license granted hereunder or the 
earlier termination thereof (unless earlier termination occurs because of 
LICENSEE's default hereunder), the license shall revert to LICENSOR and 
LICENSEE thereafter shall not use or refer to the Trademarks and LICENSOR 
shall be free to 


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<PAGE>

license others to use the Trademarks in connection with the Licensed Products 
in the Geographic Area.

     18.  GOODWILL.  LICENSEE acknowledges that the Trademarks have acquired 
a valuable secondary meaning and goodwill with the public.  Accordingly, 
LICENSEE undertakes and agrees not to use the Trademarks in any manner 
whatsoever which, directly or indirectly, would derogate or detract from its 
repute and to use its best efforts to insure and uphold LICENSOR's excellent 
image and its trademarks in the marketplace.  Except as may be otherwise 
specified in this Agreement, LICENSEE shall not use the Trademarks herein 
licensed or any name confusingly similar thereto as part of its company name 
or as part of the name of any company or corporate name of any corporation 
which it controls or with which it is affiliated.  LICENSEE will not attack 
LICENSOR's right or title in and to the Trademarks and hereby acknowledges 
LICENSOR'S ownership of the Trademarks.

     19.  INDEMNIFICATION.  LICENSEE hereby agrees to pay on behalf of 
LICENSOR, its officers and directors, and to defend it and them (and to pay 
all counsel fees necessary to do so) against any and all claims or suits and 
hold it and them harmless against any and all claims, suits, liabilities, 
causes of action, damages or expenses arising out of any unauthorized use by 
LICENSEE of the Trademarks, and from any and all claims or suits, 
liabilities, causes of action, damages or expenses which are the sole fault 
of LICENSEE and which arise out of the manufacture, 


                                       18

<PAGE>

use, advertising or sale by LICENSEE of the Licensed Products, other than 
claims of trademark infringement, as referred to in Paragraph 14 hereof, 
including, but not limited to, actions or subrogations brought by employees, 
agents, trustees, insurance companies or others, acting with or on behalf of 
LICENSEE.

     LICENSEE agrees to carry (1) worldwide product liability insurance with 
respect to the Licensed Products with a limit of liability of Two Million 
Dollars (S2,000,000) and (2) bodily injury and property damage liability 
insurance (including contractual liability) with respect to the Licensed 
Products with a limit of liability of Two Million Dollars ($2,000,000).  In 
addition, (3) LICENSEE agrees to provide business interruption insurance for 
the benefit of LICENSOR, with limits equal at least to the anticipated annual 
royalties payable to LICENSOR by LICENSEE during the first effective year of 
this Agreement, such projection to be made by LICENSEE.  Thereafter, for each 
year of this Agreement, the projection of such royalties shall be made 
annually by LICENSEE, approved by LICENSOR, and shall govern the business 
interruption insurance coverage. Business interruption insurance coverage 
will be provided on a "valued" basis (i.e. no coinsurance and no need for 
calculation after loss) and will be "all risk".  LICENSOR shall be named in 
each such insurance policy as additional insured as its interest may appear.  
Such insurance may be obtained in conjunction with a policy or policies of 
insurance which cover products other than the 


                                       19

<PAGE>

Licensed Products, and shall provide at least thirty (30) days prior written 
notice to LICENSOR of the cancellation, non-renewal or substantial 
modification thereof.  LICENSEE shall deliver to LICENSOR a certificate 
evidencing the existence of such insurance policies promptly after the 
execution of this Agreement, the insurance companies to be acceptable to 
LICENSOR.

     20.  ATTORNEY'S FEES. SITUS OF ACTION. APPLICABLE LAW.  In the event 
LICENSOR or LICENSEE shall commence any action or proceeding against the 
other by reason of any breach or claimed breach of the performance of any of 
the terms or conditions of this Agreement, or seek a declaration of rights 
hereunder, the prevailing party in such action or proceeding against the 
other by reason of any breach or claimed breach of the performance of any of 
the terms or conditions of this Agreement, or in seeking a declaration of 
rights hereunder, the prevailing party in such action or proceeding shall be 
entitled to reasonable attorney's fees to be fixed by the trial court.  Any 
legal action or proceeding of any sort against LICENSOR by or on behalf of 
LICENSEE shall be brought in a court of competent jurisdiction in 
Philadelphia County, Pennsylvania.  In any legal action or proceeding brought 
in which any rights or obligations arising from this Agreement is an issue, 
the law applicable thereto shall be the law of the Commonwealth of 
Pennsylvania.

     21.  NON-AGENCY OF PARTIES.   This Agreement does not constitute 
LICENSEE as the agent or legal representative of 


                                       20

<PAGE>

LICENSOR or LICENSOR as the agent or legal representative of LICENSEE for any 
purpose whatsoever.  LICENSEE is not granted any rights or authority to 
assume or to create any obligation or responsibility, express or implied, on 
behalf of or in the name of LICENSOR or to bind LICENSOR in any manner or 
thing whatsoever; nor is LICENSOR granted any right or authority to assume or 
create any obligation or responsibility, express or implied, on behalf of or 
in the name of LICENSEE or to bind LICENSEE in any manner or thing 
whatsoever.  No joint venture or partnership between LICENSOR and LICENSEE is 
intended or shall be inferred.

     22.  SPECIFIC UNDERTAKINGS OF LICENSEE.  During the term of this 
Agreement, LICENSEE agrees that:

          A.   It will manufacture, sell and distribute the Licensed Products 
in an ethical manner and in accordance with the terms and intent of this 
Agreement.

          B.   It will protect, to the best of its ability, its right to 
manufacture, sell and distribute the Licensed Products.

          C.   It will not directly or indirectly knowingly distribute 
Licensed Products outside of the Geographic Area, nor shall it sell Licensed 
Products to any customers whom LICENSEE knows or has reason to believe will 
resell Licensed Products outside of the Geographic Area.

          D.   It acknowledges that the Trademarks are the property of the 
LICENSOR and that all use of the Trademarks and 


                                       21

<PAGE>

goodwill created thereby by LICENSEE shall inure to the benefit of LICENSOR.  
LICENSEE shall render reasonable assistance, other than financial assistance, 
to LICENSOR which may be required by LICENSOR to enforce and preserve the 
Trademarks.

          E.   No brokers and finders were involved in connection with this 
Agreement.

          F.   LICENSOR reserves all rights to use the Trademarks except to 
the extent of the rights granted to the Trademarks by LICENSOR to LICENSEE 
hereunder.

          G.   If LICENSEE obtains any copyrights with respect to labels 
and/or packaging materials used in connection with the Licensed Products, 
such copyrights shall be obtained in the name of LICENSOR and shall revert to 
LICENSOR at the expiration or earlier termination of this Agreement.

          H.   It will not, during the term of this Agreement, or any renewal 
thereof, handle, ship, manufacture, sell or distribute any product which will 
be a competing licensed product or licensed designer name in LICENSOR's 
quality level or in its present distribution channels.

     23.  ADDRESSES FOR NOTICE.  All notices between the LICENSOR and 
LICENSEE shall be in writing by certified mail, return receipt requested, 
addressed to LICENSEE or LICENSOR, at the respective addresses set forth 
below, and shall be effective upon receipt:


                                       22

<PAGE>

          LICENSOR: J. G. HOOK, INC.
                    1616 Walnut Street, Suite 1122
                    Philadelphia, PA   19103

                    Attention:  Max L. Raab

          LICENSEE: RETROSPETTIVA, INC.
                    8825 W. Olympic Boulevard
                    Beverly Hills, CA 90211

                    Attention:  Boro Vukadinovic, President

     If any of the parties hereto shall, during the currency of this 
Agreement, change address, then upon giving written notice to the other party 
of the new address, the new address shall be the address for notice.

     24.  WAIVER OF LICENSOR.  In the event LICENSOR shall at any time waive 
any of its rights under this Agreement or the performance by LICENSEE of any 
of its obligations hereunder, such waiver shall not be construed as a 
continuing waiver of the same rights or obligations or a waiver of any other 
rights or obligations.

     25.  INTEGRATED AGREEMENT.  This Agreement constitutes the entire 
agreement between the parties as to the Licensed Products, there are no other 
understandings between the parties, oral or otherwise, nor any 
representations made by either party to the other prior to this Agreement, 
and no modifications or revisions hereof shall be of any force or effect 
unless the same are in writing and executed by the parties hereto.

     26.  SEPARABILITY OF PROVISIONS AND TITLES.  Any provisions of this 
Agreement which shall be or be determined to be invalid 


                                       23

<PAGE>

shall be ineffective, but such invalidity shall not affect the remaining 
provisions hereof.  The titles to the paragraphs hereof are for convenience 
only and have no substantive effect.

     27.  BINDING UPON SUCCESSORS.  This Agreement shall be binding upon and 
shall inure to the benefit of the parties hereto and their respective 
successors. This Paragraph 27 shall not be construed to alter or modify the 
prohibitions upon assignments or transfers by LICENSEE expressed elsewhere in 
this Agreement.

     28.  FAILURE TO SHIP CERTAIN ITEMS.  All of the various categories 
(items) set forth in Paragraph 1 hereof as Licensed Products must be 
designed, manufactured and sold by LICENSEE no later than one year after the 
execution of this Agreement. Failure of LICENSEE to ship any category (item) 
as aforesaid within one year after the execution hereof, shall cause the said 
unshipped item or items, as the case may be, to be deleted from the category 
of a Licensed Product hereunder, and LICENSOR shall be free then to license 
said item to any third party, free and clear of any restrictions in this 
Agreement.

                                              J. G. HOOK, INC.


(Corporate Seal)                          By: /s/ Gary A. Hane, Pres.
                                             ---------------------------------



                                              RETROSPETTIVA, INC.

(Corporate Seal)                          By: /s/ Ineligible
                                             ---------------------------------


                                       24

<PAGE>

                                EXHIBIT A



       NELL FLOWERS AND DESIGN




                                           Registered U.S. Patent
           [LOGO]                          and Trademark Office,
                                           Issued January 12, 1982,
                                           Reg. No. 1,185,893.


                                           Registered U.S. Patent
           [LOGO]                          and Trademark Office,
                                           Issued April 3, 1990,
                                           Reg. No. 1,590,011



                                           NOTE: The name "J. G. Hook"
                                           must not be more than 1/5th
                                           of the size of "Nell Flowers"