LICENSE AGREEMENT
                                     between
                   EVERLAST WORLD'S BOXING HEADQUARTERS CORP.
                                       and
                           ACTIVE APPAREL GROUP, INC.
                                    LICENSEE
                                 (Men's Apparel)
                                 (United States)






                                Lesser & Harrison
                              Two West 45th Street
                            New York, New York 10036



<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                               Section Title Page
                               ------------------

1.       Definitions                                              2
2.       Grant of Rights                                          2
3.       Term                                                     5
4.       Royalties                                                6
5.       Payments                                                 10
6.       Books and Records                                        11
7.       Manufacture of Licensed Products
                  Quality Control, Approvals                      12
8.       Samples for Everlast                                     14
9.       Sales Promotion                                          14
10.      Advertising                                              16
11.      Default                                                  17
12.      Rights After Termination                                 18
13.      Inventory of Licensed Products
           On Termination                                         19
14.      Trademarks                                               20
15.      Copyright Ownership                                      25
16.      Indemnity                                                25
17.      Notices                                                  27
18.      Waiver                                                   27
19.      Bankruptcy                                               27
20.      Assignment                                               28
21.      Arbitration                                              28
22.      Significance of Headings                                 29
23.      Entire Agreement                                         30
24.      Governing Law                                            30
25.      No Joint Venture                                         30
26.      Execution and Delivery Required                          30
27.      Force Majeure                                            31
28.      No Representations                                       31
         Licensed Marks                                      Exhibit A



<PAGE>


                                TABLE OF CONTENTS


       Paragraph                    Description                            Page


           1.       Definitions..................................            2
                    1.1      Licensed Products...................            2
                    1.2      Contract Territory..................            2
                    1.3      Net Sales...........................            2

           2.       Grant of Rights..............................            2
                    2.1      Scope of Rights.....................            2
                    2.2      Export from the Territory...........            3
                    2.3      Sale of Licensed Products by
                             Everlast ...........................            3
                    2.4      Resolution of Conflicts.............            4
                    2.5      Extraterritorial Licenses...........            4
                    2.6      Vitamins and Nutritional
                               Supplements.......................            5

           3.       Term.........................................            6
                    3.1      Contract Period.....................            6
                    3.2      Options to Renew....................            6

           4.       Royalties....................................            7
                    4.1      Royalty Payments....................            7
                    4.2      Initial Minimum Royalty.............            9
                    4.3      Minimums during Option Periods......            9
                    4.4      Credits Against Royalty.............            9
                    4.5      Sales Requirement...................            10
                    4.6      Security Deposit....................            10
                    4.7      Accountant's Statements.............            11

           5.       Payments.....................................            12
                    5.1      Interest............................            12
                    5.2      Payments Medium.....................            12
                    5.3      Withholding Taxes...................            12

           6.       Books and Records............................            12

           7.       Manufacture of Licensed Products;
                    Quality Control, Approvals...................            13
                    7.1      Licensor Approval of Designs,
                             Products, Packaging; Delivery
                             of Approval Samples.................            13
                    7.2      Inspection of production
                             Facilities..........................            14
                    7.3      Use of Licensed marks; Approval
                             of All Printed Matter...............            14

           8.       Samples for Everlast.........................            15

           9.       Sales Promotion..............................            15
                    9.1      Responsibility for Promotion........            15


<PAGE>


                    9.2      Sales Representatives and
                             Trade Shows..........................           16
                    9.3      Licensee's Marketing Programs........           16
                    9.4      Catalogs and Price Lists.............           16
                    9.5      Sale of Licensed products to
                             Everlast.............................           17

           10.      Advertising...................................           17
                    10.1     Minimum Advertising Expenditures.....           17
                    10.2     Verification of Advertising
                             Expenditures.........................           18
                    10.3     Approval of Advertising..............           18

           11.      Defaults......................................           19
                    11.1     Licensee Defaults in Payments........           19
                    11.2     Other Defaults.......................           19
                    11.3     Remedies Cumulative..................           19

           12.      Rights After Termination......................           20

           13.      Inventory of Licensed Products
                    on Termination................................           20
                    13.1     Disposal of Inventory................           20
                    13.2     Payment of Royalties.................           21
                    13.3     Everlast's Right to Purchase
                             Inventory............................           21

           14.      Trademarks....................................           21
                    14.1     Ownership of Licensed Marks..........           21
                    14.2     Registration and Protection
                             of Licensed Marks....................           22
                    14.3     Reservation of All Rights to
                             Licensed Marks by Everlast...........           22
                    14.4     Notification of Third Party
                             Infringement.........................           23
                    14.5     Legal Actions........................           23
                    14.6     Defense of Adverse Claims............           24
                    14.7     Licensee Cooperation.................           25

           15.      Copyright Ownership...........................           26

           16.      Indemnity.....................................           26
                    16.1     Licensee's Indemnity.................           26
                    16.2     Product Liability Insurance..........           27
                    16.3     Primary and Umbrella Coverage........           27
                    16.4     Insurance Adjustment.................           27

           17.      Notices.......................................           28

           18.      Waiver........................................           29

           19.      Bankruptcy....................................           29

           20.      Assignment....................................           29

           21.      Arbitration...................................           30
                    21.1     American Arbitration Association.....           30
                    21.2     Arbitration in New York..............           31



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                    21.3     Enforcement in New York..............           31
                    21.4     Service of Notice....................           31

           22.      Significance of Headings......................           31

           23.      Entire Agreement..............................           31

           24.      Governing Law.................................           31

           25.      No Joint Venture..............................           32

           26.      Execution and Delivery Required...............           32

           27.      Force Majeure.................................           32

           28.      No Representations............................           33

                    Licensed Marks................................     Exhibit A

<PAGE>

                                LICENSE AGREEMENT

         THIS  AGREEMENT  made and  entered  into as of the 23rd day of October,
1998 by and between  Everlast  World's  Boxing  Headquarters,  Corp., a New York
corporation of 750 East 132nd Street,  Bronx, NY 10454 ("Everlast"),  and Active
Apparel  Group,  Inc.  a Delaware  corporation  having  its  principal  place of
business at 1350 Broadway, Suite 2300, New York, New York ("Licensee").

                               W I T N E S S E T H

         WHEREAS, Everlast is the sole owner of and has the right to license the
trademarks shown and described on Exhibit A hereto  (hereinafter  referred to as
"Licensed Marks"); and

         WHEREAS, Licensee desires to obtain the right to use the Licensed Marks
in conjunction with the advertisement, promotion and sale of various articles to
be manufactured by Licensee hereunder; and

         WHEREAS, Everlast is willing to grant such rights to Licensee.

         NOW, THEREFORE, for and in consideration of the premises and
of the mutual promises and conditions herein contained, the parties
do  hereby agree as follows:

<PAGE>

         1. DEFINITIONS.
            -----------

         As used  herein,  the  following  terms  shall be  defined as set forth
below:

         1.1  "Licensed   Products"   shall  mean  men's  (a)   outerwear,   (b)
activewear/swimwear,  (c) and casualwear,  excluding  rainwear,  jeanswear,  and
leather apparel, with or without genuine or simulated fur.

         1.2 "Contract  Territory" shall mean the United States, its territories
and possessions, including Puerto Rico.

         1.3 "Net  Sales"  shall  mean the  gross  sales  price of all  Licensed
Products shipped and invoiced by Licensee pursuant to this Agreement, less trade
discounts,  shipping  charges,  returns and allowances,  and sales taxes (or any
use,  value-added  or similar  taxes,  but in no event to include  any income or
franchise  taxes)  included  therein  whether  or not  separately  stated on the
invoice.

         2. GRANT OF RIGHTS.
            ---------------

         2.1 Everlast  grants to Licensee the exclusive right and license to use
the Licensed Marks only within the Contract Territory during the Contract Period
as  defined  in  Paragraph  3.1  below  in  connection  with  the   manufacture,
advertisement, promotion, packaging, labeling, sale and distribution of Licensed
Products.  Everlast  represents  that it has the right to grant  said  right and
license  and  further,  that there is no  previous  license  of  similar  import
presently in existence  covering the Contract  Territory.  It is understood that
Everlast  may use the  Licensed  Marks on the  products  other than the Licensed
Products within the Contract

                                        2

<PAGE>

Territory and may also use the Licensed Marks outside the Contract  Territory on
the same classification of products as the Licensed Products.

         2.2  Licensee  shall not export  Licensed  Products  from the  Contract
Territory or sell Licensed Products to any distributor which it knows intends to
export Licensed Products from the Contract Territory.  In addition,  if Licensee
learns that any of its  customers or any  sub-contractor  has exported  Licensed
Products from the Contract  Territory,  it shall cease selling Licensed Products
to  such   customer,   or  buying   from  such   sub-contractor,   unless   such
customer/sub-contractor  agrees  not to  export  Licensed  Products  thereafter.
Nothing  herein  shall be deemed  to  preclude  Licensee  from  having  Licensed
Products   manufactured   for   Licensee   by   subsidiaries,    affiliates   or
sub-contractors  located  outside of the  Contract  Territory  for  distribution
solely within the Contract Territory.

         2.3   Notwithstanding  the  provisions  of  subparagraph  2.1  of  this
Agreement,  Everlast may sell and deliver to customers in the Contract Territory
any Licensed  Products which are at the time listed or portrayed in any Everlast
Product  Catalog or  Everlast  flyers.  Everlast  may fulfill any orders for any
products,  including  Licensed  Products  received from any customers within the
Contract Territory, provided that the Licensed Products specified in such orders
are listed or portrayed in any such Everlast Product Catalog or flyer.  Everlast
shall not sell any such  Licensed  Products  for less than the lowest  price and
terms offered by

                                        3

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Licensee  to any  person,  firm  or  corporation,  as  reflected  in  Licensee's
quarterly reports.

         2.4 Licensee  hereby  recognizes  and  acknowledges  that Everlast is a
party to  license  agreements  with  other  licensees  for the  manufacture  and
distribution of various products in numerous categories, product classifications
and  territories  of the world and that  evolving  changes  make it difficult to
define with  absolute  specificity  the various  products  covered by  different
licenses  granted by Everlast.  Everlast  and  Licensee  agree to use their best
efforts to avoid any conflicts between Licensed Products and products covered by
other  licenses  granted by  Everlast.  In the event of  conflict  between  this
Agreement and other license  agreements to which Everlast is or becomes a party,
Everlast   reserves  the  right  to  resolve  such  conflicts  in  its  absolute
discretion, taking into account the intent of this Agreement with respect to the
license  granted to Licensee for Licensed  Products  and the  protection  of the
Everlast  trademarks.  Everlast's  decisions in resolving any conflicts shall be
final and binding.

         2.5 In the performance of its obligations under this Agreement, and the
design, formulation,  marketing, advertising, labeling, sale and distribution of
the  Licensed  Products,  the  Licensee  shall at all times  observe and satisfy
completely the requirements of all statutes,  laws, ordinances,  regulations and
the  like  of  every  national,   state,  provincial,  or  local  government  or
governmental agency having or claiming jurisdiction.


                                        4

<PAGE>

         3. TERM.
            ----

         3.1 The initial term  ("Contract  Period") of this  Agreement  shall be
three  (3) years  months  commencing  January  1,  1999 and  continuing  through
December 31, 2001. The term "Contract  Year" shall refer initially to the period
commencing  January  1, 1999 and  continuing  through  December  31,  1999,  and
thereafter  to each  twelve (12) month  period  commencing  on each  January 1st
during  the term of this  Agreement,  whether  the same shall  occur  during the
Contract  Period or during any Option  Period as defined in Paragraph 3.2 below.
The term "Contract Year Quarter" shall refer initially to the period  commencing
January 1, 1999 and  continuing  through  March 31, 1999 and  thereafter to each
successive  calendar  three month period during each  Contract  Year  commencing
April 1, 1999 and thereafter.

         3.2 Provided Licensee is not in default hereunder,  Licensee shall have
the  option to renew this  Agreement  for two (2)  successive  terms of five (5)
years each commencing on January 1, 2002 and January 1, 2007 respectively  (each
an "Option  Period")  upon  giving to  Everlast  written  notice as  provided in
Paragraph 17 of its  intention  to do so at least one hundred  twenty (120) days
prior to the  expiration of the then existing term hereof.  The exercise of each
of said options shall be effective only if: (i) this Agreement  shall be in full
force and effect at the time of exercise  by  Licensee  of any of said  options;
(ii)  Licensee  shall  not  be in  default  in  the  performance  of  any of its
obligations under this Agreement at the time of exercise of any of said

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options;  and (iii) during the twelve month period ending  September 30, 2001 in
the Third  Contract  Year  Licensee's  Net  Sales of  Licensed  Products  in the
Contract  Territory shall amount to at least  $6,500,000 for the exercise of the
first  option  granted  herein  and such Net Sales for the twelve  month  period
ending on September  30th in the last  Contract Year of each Option Period after
the  Contract  Period  shall  amount to at least the annual  guaranteed  minimum
royalty  for such  Contract  Year  under  subparagraph  4.3  divided by .06 with
respect to the exercise of the option for each successive Option Period.  During
each Option Year the annual  guaranteed  minimum royalty shall be calculated and
paid in accordance with the provisions of subparagraph 4.3.

         4. ROYALTIES.
            ---------

         4.1 Within thirty (30) days  following the  conclusion of each Contract
Year Quarter, Licensee shall deliver to Everlast, in the same manner as required
for notices under  Paragraph 17, an itemized  statement  setting forth the total
Net Sales of Licensed  Products  during said  Contract  Year Quarter and, at the
same time,  shall pay to  Everlast a royalty at the rate of six (6%)  percent of
Net Sales of all Licensed  Products.  The itemized  statement  referred to above
shall contain two (2) separate  tabulations:  (i) a listing by style,  number of
the total units and Net Sales  thereof for the  Contract  Year Quarter for which
the statement is given;  and (ii) a listing by customer  showing the  customer's
name,  address  and Net  Sales  for the  Contract  Year  Quarter  for  which the
statement is submitted.

         4.2 Licensee shall pay to Everlast a guaranteed minimum

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royalty for each Contract Year as follows:

                            Annual Guaranteed
         Contract Year       Minimum Royalty         Minimum Sales
         -------------       ---------------         -------------

         First                  $180,000               $3,000,000
         Second                  300,000                5,000,000
         Third                   420,000                7,000,000

The  annual  guaranteed  minimum  royalty  shall be paid in  twelve  (12)  equal
installments  on the first day of each month during each Contract  Year, so that
the first  payment of annual  guaranteed  minimum  royalty  amounting to $15,000
shall be paid on January 1, 1999.

         4.3 If Licensee exercises the options granted to it in subparagraph 3.2
of this Agreement,  the annual guaranteed minimum royalty for each Contract Year
of each Option Period shall be the greater of (i) seventy-five  (75%) percent of
the actual royalties payable for the prior Contract Year (whether or not falling
within the Contract  Period or an Option  Period) or (ii) an amount equal to the
annual  guaranteed  minimum  royalty for the prior  Contract Year plus ten (10%)
percent thereof.  The annual guaranteed  minimum royalty shall be paid in twelve
(12) equal installments on the first day of each month during each Contract Year
of each Option Period.

         4.4 The foregoing  payments shall  constitute a  non-refundable  annual
guaranteed  minimum royalty for the then Contract Year and shall not be credited
towards royalties for succeeding Contract Years.  Notwithstanding the foregoing,
during any Contract  Year the total  amounts  actually paid during such Contract
Year to date (both

                                        7

<PAGE>

guaranteed  and overages) may be deducted  from all  installments  of the annual
minimum  guaranteed  royalty due to date, and if the difference is less than the
annual guaranteed  minimum royalty payment then becoming due, the amount payable
towards the annual guaranteed minimum royalty then due shall be such difference.

         4.5 In the event that the total  royalties  payable to  Everlast  based
upon Net Sales for any  Contract  Year  commencing  on or after  January 1, 2000
shall  be  less  than  the  annual  guaranteed  minimum  royalty  payable  under
subparagraph  4.2 or 4.3 above for such Contract  Year,  Everlast shall have the
right to terminate this Agreement by notice to Licensee given within one hundred
twenty  (120) days from the end of such  Contract  Year.  If  Licensee  fails to
submit its report of Net Sales for any Contract  Quarter when due,  Everlast may
terminate this  Agreement  within sixty (60) days after the end of such Contract
Quarter as though Licensee had failed to achieve the required royalty volume for
the current  Contract Year,  except that Licensee shall have the  opportunity to
cure such default  within thirty (30) days after receipt of notice from Everlast
that such Report of Net Sales has not been received.

         4.6. In the event that the  royalties  actually  earned with respect to
Net Sales of (a) men's  outerwear,  (b) men's  activewear/swimwear  or (c) men's
casualwear, each considered as a separate category, shall be equal to less than,
ten (10%)  percent  of the annual  guaranteed  minimum  royalty as  hereinbefore
provided  during the second  Contract  Year, or twenty (20%) thereof  during any
subsequent Contract Year, then Everlast may elect to terminate this

                                        8

<PAGE>
License  Agreement as to such category  only,  by written  notice given no later
than ninety (90) days after Everlast has actually received from the Licensee the
statement referred to in subparagraph 4.1 for the final Contract Quarter of such
Contract  Year.  If  Everlast  shall  make such an  election,  then (a) for each
subsequent  Contract Year the  guaranteed  annual  minimum  royalty  provided in
subparagraphs  4.2 and 4.3 as the case may be shall be reduced  by twenty  (20%)
percent thereof,  and (b) the Licensee's  inventory of Licensed  Products in the
category  which has been so  terminated  shall be subject to the  provisions  of
paragraph 13 hereof.

         4.7  Simultaneously  with the execution of this  Agreement the Licensee
shall pay to Everlast with respect to the First  Contract Year, and on or before
the first day of each  subsequent  Contract  Year,  an amount equal to three (3)
times the monthly annual guaranteed royalty to be paid pursuant to subparagraphs
4.2 and 4.3 of this Paragraph  during the relevant  Contract Year. The amount to
be paid upon the execution of this agreement shall be $45,000. Such amount shall
be held as security for the faithful  performance of the obligations on the part
of the Licensee to be performed under this Agreement. The amount of the security
then held by Everlast and not otherwise  previously applied will be carried over
to the next Contract  Year and shall serve to reduce the payment  required to be
made upon the first day of the next Contract Year pursuant to this  subparagraph
4.6. Upon the expiration or other  termination of this Agreement,  the remaining
balance  held by  Everlast  pursuant  to this  subparagraph  4.6 shall be repaid
without

                                        9

<PAGE>



interest to the Licensee, provided that the Licensee has fully performed each of
the obligations on its part to be performed hereunder.

         4.8  Within  ninety  (90) days after the close of each  Contract  Year,
Licensee will deliver to Everlast a financial statement of the Licensee prepared
by a Certified  Public  Accountant,  containing a balance sheet as at the end of
the fiscal year of the Licensee  ending  during such  Contract  Year,  an income
statement for such fiscal year and a source and  application  of funds  analysis
for  such  fiscal  year,   together  with  such  explanatory  notes  as  may  be
appropriate,  all prepared in  accordance  with  Generally  Accepted  Accounting
Principles consistently applied.  Failure to provide such financial statement on
a timely basis shall be a material breach of this Agreement.

         5. PAYMENTS.
            --------

         5.1 Past due payments  hereunder shall bear interest at the rate of one
and one-half (1 1/2%) percent per month  commencing  fifteen (15) days after the
same shall fall due.

         5.2 All payments by Licensee to Everlast under this Agreement  shall be
made in United  States  Dollars by checks  drawn on a United  States bank to the
order of Everlast and delivered to Everlast in the manner set forth in Paragraph
17 hereof or (b) wire transfer to Chemical Bank,  Bay Plaza Branch,  2100 Bartow
Avenue, Bronx, NY 10475 ABA no. 021000128,  for the account of Everlast, a.c no.
616-00-1886,  or to such other  account as Everlast may designate  from time to
time.

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<PAGE>

         5.3 Any withholding tax levied by any governmental agency in connection
with the payment of sales royalties or annual  guaranteed  minimum royalty to be
paid to Everlast  under this Agreement  shall be borne by Everlast,  but only if
actually paid by Licensee to the appropriate  taxing  authority.  Licensee shall
deduct any required withholding tax from the amount of such payments,  and shall
send to Everlast without delay an appropriate certificate showing the payment of
such  withholding  tax.  Failure  to make such  payment  as due and to send such
certificate  shall  require  immediate  repayment  to Everlast of any amounts so
deducted.

         6. BOOKS AND RECORDS.
            -----------------

         Licensee  agrees that it will keep  accurate and  complete  records and
books of  account  showing  all  Licensed  Products  shipped by it and the price
thereof in accordance with Generally Accepted Accounting Principles. Everlast or
its  independent  Certified  Public  Accountant  shall  have  the  right  at all
reasonable  times  during  normal  business  hours and on  reasonable  notice to
Licensee  (prior to the expiration of two (2) years after the termination of the
Contract  Year) to inspect  and make copies of the books and records of Licensee
insofar as they relate to the  computation  of  royalties to be paid to Everlast
hereunder and the shipment of Licensed Products pursuant to this Agreement.  If,
upon any such inspection,  it shall appear that the royalty previously  reported
for any Contract Year Quarter has been understated by five (5%) percent or more,
the expense of any such audit shall be borne by the Licensee.

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<PAGE>

         7. MANUFACTURE OF LICENSED PRODUCTS; QUALITY CONTROL, APPROVALS.
            ------------------------------------------------------------

         7.1 Licensee recognizes that Everlast has a reputation for high quality
and that  Licensee  must,  therefore,  maintain  such  quality  on all  Licensed
Products.  Licensee agrees that Everlast shall have the right to disapprove: (i)
the quality,  style and design of all Licensed Products  (including  packaging);
(ii)  the  presentation  or  style  of the  Licensed  Marks  used in  connection
therewith;  and (iii)  production  samples of all  Licensed  Products  (all such
samples being required to be submitted to Everlast,  freight  prepaid,  prior to
sale).  In  connection  with the  foregoing,  Licensee  shall submit to Everlast
"story  boards",  fabric  samples and sketches for initial  approval  and,  when
prepared,  prototype samples and not less than one (1) production sample of each
style of each of the Licensed  Products (as provided in Paragraph  8). Any items
submitted for approval hereunder at Everlast's address set forth herein shall be
deemed to have been approved if same are not  disapproved  by notice to Licensee
in writing  within ten (10)  business  days after  receipt  thereof by Everlast.
Everlast  agrees that any item  submitted will not be  unreasonably  disapproved
and,  if it is  disapproved,  that  Licensee  will be  advised in writing of the
specific grounds therefor.

         7.2 Everlast  shall have the right to inspect at all  reasonable  times
the production  facilities of Licensee or its subcontractors and to receive from
the Licensee  production  samples of Licensed  Products  without charge and make
tests thereof so as to reasonably

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<PAGE>

assure  Everlast  that the  nature  and  quality  of  Licensed  Products  are in
accordance  with the  requirements  of this  Agreement.  Any items submitted for
approval  under this Article 7 at  Everlast's  address set forth herein shall be
deemed to have been approved if same are not  disapproved  by notice to Licensee
in writing  within twenty  working (20) days after receipt  thereof by Everlast.
Everlast  agrees that any item  submitted will not be  unreasonably  disapproved
and,  if it is  disapproved,  that  Licensee  will be  advised in writing of the
specific  grounds  therefor.  Licensee  further  agrees  to:  (i) sell  Licensed
Products  bearing the Licensed Marks only to retail stores of the type generally
offering  products  bearing the "Everlast"  label in the U.S.A.,  or products of
comparable quality,  and (ii) remove the Licensed Marks from "irregulars" to the
extent  practicable  or, where not  practicable,  to affix with a stamp the word
"Irregular" on the label.

         7.3 Licensee will cause to appear on the Licensed Products'  containers
and labels and the like, and on all advertising or promotional  material used in
connection  therewith,  such  legends,  markings  and  notices as  Everlast  may
reasonably request,  including without limitation the legend "LICENSED TRADEMARK
OF EVERLAST  WORLD'S  BOXING  CORP." Such legend  shall also appear on any other
printed matter in which the Everlast name or logo is used.  Printed matter shall
include  but not be limited to  stationery,  letterheads,  invoices,  envelopes,
credit memo,  shipping  labels and business  cards.  Before use,  Licensee shall
submit  copies  thereof to Everlast for its  approval.  Everlast  shall have the
absolute right

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<PAGE>


to edit,  alter or amend  such  material  and the form and  manner  in which the
Licensed Marks are displayed.

         8. SAMPLES FOR EVERLAST.
            --------------------

         During the Contract  Period,  Licensee shall supply to Everlast,  at no
charge,  freight  prepaid  two samples  representative  of each item of Licensed
Products for Everlast's use in connection  with  Everlast's  museum  collection.
Each sample shall be tagged with the style number and wholesale  selling  price.
During the first  Contract Year Quarter of each  Contract  Year  Licensee  shall
furnish  to  Everlast  without  charge two  production  samples of each style of
Licensed  Product  then offered for sale by the  Licensee.  Each sample shall be
tagged with the style number and wholesale selling price.

         9. SALES PROMOTION.
            ---------------

         9.1 Licensee agrees that it will, during the Contract Period:  (i) make
diligent effort to promote, develop,  manufacture,  advertise, sell and ship the
Licensed  Products;  (ii) continuously and diligently fill all accepted purchase
orders for Licensed  Products  (Licensee not being  required to fill such orders
received from customers lacking financial capacity therefor);  and (iii) procure
and  maintain  facilities  and  trained  personnel  sufficient  and  adequate to
accomplish the foregoing.  A cessation of the above with respect to any category
listed in the definition of Licensed  Products for a continuous period of ninety
(90) days shall be grounds for  immediate  termination  of such  category at any
time thereafter at Everlast's option.

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<PAGE>

         9.2 In fulfilling its obligations hereunder, Licensee shall engage such
sales  representatives  and other  personnel  and  shall  display  the  Licensed
Products  at  merchandise  markets  and trade  shows  (which  can take  place at
Licensee's showroom) as will maximize sales of Licensed Products.

         9.3 Licensee  agrees to provide  Everlast with written  descriptions of
its marketing  programs in such detail as may be reasonably  requested from time
to time by Everlast  prior to their  implementation  and as they may be modified
from  time to time.  Licensee  shall  not  proceed  with its  initial  marketing
programs  without the prior  written  approval of Everlast.  Licensee  shall not
proceed with any  modification  of its marketing  programs if Everlast  notifies
Licensee  in  writing  that  Everlast  disapproves  of  such  modification.  The
marketing  plan or any  modifications  thereof  shall  be  deemed  to have  been
approved if same are not  disapproved  by notice to  Licensee in writing  within
twenty (20) working days after receipt thereof by Everlast. Everlast agrees that
any  plan  submitted  will  not  be  unreasonably  disapproved  and,  if  it  is
disapproved,  that licensee  will be advised in writing of the specific  grounds
therefor.

         9.4 On February 1st and August 1st of each Contract Year Licensee shall
promptly  submit to Everlast all current written or printed  materials  utilized
with respect to the Licensed  Products  showing an illustration of each Licensed
Product being sold by Licensee, the style number and a sales description thereof
together with Licensee's wholesale selling price therefor.

                                       15

<PAGE>

         9.5 Licensee  agrees to sell to Everlast  such  quantities  of Licensed
Products as Everlast may order for its own account for resale or distribution by
Everlast for  promotional  purposes  only.  The price of such Licensed  Products
shall be no greater  than the lowest  price  offered by  Licensee to any person,
firm or corporation, less twenty-five (25%) percent of the selling price of such
Licensed  Products  with sales  terms net 10 EOM.  Such  purchases  shall not be
subject to royalty or advertising requirements.  Everlast will not sell Licensed
Products  below the lowest  price  offered by Licensee  to any  person,  firm or
corporation as reflected in Licensee's quarterly reports.

         10. ADVERTISING.
             -----------

         10.1 Licensee agrees to expend on advertising in each Contract Year, an
amount equal to not less than two and one-half (2.5%) percent of Net Sales. Such
advertising  expenditures  shall be exclusive of advertising  production  costs,
tags, packaging,  point of sale displays,  compensation to Licensee's employees,
or travel expenses. The minimum advertising expenditure for this Agreement shall
be not less than $75,000  during the First Contract  Year,  $125,000  during the
Second Contract Year, and $175,000  during the Third Contract Year.  During each
Option  Year  such  amount  shall be equal to 41.67%  of the  annual  guaranteed
minimum  royalty  payable  pursuant  to  subparagraph  4.3.  Together  with each
quarterly  statement submitted pursuant to Paragraph 4, Licensee shall submit to
Everlast a detailed  schedule of such  expenditures made during the said quarter
together with copies of invoices, tear sheets, and

                                       16

<PAGE>

all other substantiating documents.

         10.2 Licensee shall certify the amount actually  expended for the above
advertising  by a written  statement  certified to be correct by the  President,
Chief  Operating  Officer,  or Chief Financial  Officer of the Licensee.  If the
required  amount has not been spent,  the unspent  balance shall be spent within
ninety (90) days after the close of such Contract Year and shall be deemed to be
an advertising  expenditure for such Contract Year. This expenditure shall in no
way affect or be credited to the required  amount to be spent for any subsequent
Contract Year. If the required expenditures shall not have been spent by the end
of such  ninety  (90) day period,  the  deficiency  shall be paid to Everlast as
additional royalties hereunder.

         10.3 Licensee  agrees that no use of the Licensed  Marks or of any item
used in  connection  therewith  will be made  unless and until the same has been
approved  by  Everlast.  Everlast  agrees  that  any  material,  advertising  or
otherwise,  submitted  for approval  hereunder at  Everlast's  address set forth
herein shall be deemed to have been approved if the same is not  disapproved  by
notice to Licensee in writing  given within ten (10) working days after  receipt
thereof  by  Everlast.  Everlast  agrees  that  any item  submitted  will not be
unreasonably  disapproved,  and, if it is  disapproved,  that  Licensee  will be
advised in writing of the specific grounds therefor.

         11. DEFAULT.
             -------

         11.1 If Licensee at any time shall be in default of payment

                                       17

<PAGE>

of sales royalties or any guaranteed  minimum royalty  payments and such default
is not cured within ten (10) days after receipt of written  notice from Everlast
specifying  such default and Licensee has failed to cure the default  within ten
(10) days after receipt of such notice,  Everlast may terminate this  Agreement,
notice of which shall specify a  termination  date not sooner than ten (10) days
after the date such default should have been cured.

         11.2 If Licensee  at any time shall fail to perform any other  material
undertaking  or  obligation  hereunder  and if such  default is not cured within
thirty  (30) days  after  Everlast  shall  have given  Licensee  written  notice
specifying  such  default  (provided,  however,  that in the event such  default
cannot reasonably be cured within such thirty (30) days, and Licensee  commences
to cure the default and  continues  diligently  therewith  until the default has
been cured,  Licensee  shall not be deemed  during such period to be in default)
then in such event, Everlast may terminate this Agreement, notice of which shall
specify a  termination  date not earlier than thirty (30) days after the date of
the notice of termination.

         11.3 The termination  rights set forth in  subparagraphs  11.1 and 11.2
shall not constitute the exclusive  remedy of Everlast  hereunder.  Everlast may
resort to such other  cumulative  remedies as it would have been  entitled to if
this Paragraph had been omitted from this Agreement, including the right to seek
damages.

         12. RIGHTS AFTER TERMINATION.
             ------------------------

         From and after the termination of this Agreement, all of the
rights of Licensee to the use of the Licensed Marks, except as

                                       18

<PAGE>

hereinafter  expressly  provided in the Paragraph  next  following,  shall cease
absolutely and Licensee shall not thereafter advertise,  promote,  distribute or
sell any item  whatsoever  bearing any Licensed Mark. As used in this Agreement,
"termination"   shall  include   "expiration"  of  the  Agreement.   Before  the
termination of this Agreement, licenses for the Licensed Marks may be granted by
Everlast to others in connection with the  advertisement,  promotion and sale of
the Licensed  Products,  the shipment of which is made after the  termination of
this Agreement.

         13. INVENTORY OF LICENSED PRODUCTS ON TERMINATION. 
             --------------------------------------------- 

         13.1  Within ten (10) days after the  notice of  termination,  Licensee
shall  submit to  Everlast  a written  statement  (as of the  termination  date)
indicating:  

         (i) the  quantity  and  description  of each  model or style  number of
Licensed Products in inventory or on hand;

         (ii) the  quantity  and  description  of each model or style  number of
merchandise on order, incoming or in the process of being manufactured;

         (iii) the quantity and  description  of all open orders from  customers
together with the name of each such customer(s); and

         (iv) within ten (10) days after the  termination  date,  Licensee shall
meet with a  representative  of Everlast to work out a full payment  schedule of
royalties  payable to the date of  termination  which is acceptable to Everlast.

          Only  after all the terms and  conditions  of this  subparagraph  13.1
have been satisfied will Everlast grant to Licensee the right

                                       19

<PAGE>



to sell such inventory of Licensed Products within  one-hundred and twenty (120)
days after the termination date.

         13.2 Such sales are to be  reported  by  Licensee in the same manner as
set forth in  subparagraph 4 within ten (10) days after the end of each calendar
month and such statement shall be accompanied by a check in payment of royalties
for such sales.

         13.3  In  addition  to  Licensee's  obligations  in  the  event  of the
expiration of this Agreement or the  termination of this Agreement  prior to the
expiration date of the Contract Period or any Option Period Everlast may, at its
option,  purchase  from  Licensee  any  part of such  inventory  on hand on such
termination  date for a purchase  price of sixty  (60%)  percent  of  Licensee's
lowest  actual  selling price  (excluding  "seconds" or  "irregulars"),  and the
amount due to Licensee on any such  purchase by Everlast may be applied  against
any sum then owing to Everlast by the Licensee.  Such  purchase  shall be packed
and shipped pursuant to Everlast's  instructions,  F.O.B.  shipping point within
the United States.

         14. TRADEMARKS.
             ----------

         14.1 Licensee  recognizes the  proprietary  interest of Everlast in the
names  "Everlast"  and "Choice of Champions"  and in the logo style in which the
names are registered as a trademark in the United States and elsewhere. Licensee
will not make any use  thereof  nor  authorize  anyone  else to do so  within or
outside  the  Contract  Territory  except  as  specifically  permitted  by  this
Agreement.  Everlast  represents that it is the sole owner of the Licensed Marks
and has full power and authority to grant the

                                       20

<PAGE>

license covered by this Agreement.

         14.2 Should Everlast,  at any time or times during the Contract Period,
desire to register an additional  trademark or trademarks  (exclusive of product
names or designations  utilized by Licensee) which would cover Licensed Products
and/or to register  Licensee as a user thereof,  Licensee  shall without  charge
execute any and all documents which Everlast reasonably believes to be necessary
or desirable for  registration  or protection of such trademark or trademarks in
the name of Everlast.  Upon  registration  of any such  trademark:  (i) Everlast
shall grant to Licensee a license for the use of such registered trademark on or
in connection with the  advertisement,  promotion and sale of Licensed Products,
which license  shall be  coextensive  and  coterminous  with the rights  granted
hereunder with respect thereto and shall require no increase in the payments set
forth herein; and (ii) Licensee shall thereafter include on subsequent  printing
or manufacture of materials bearing the Licensed Marks the appropriate trademark
notice. In the event that Everlast and the Licensee shall agree to the expansion
of the definition of Licensed Products pursuant to this Agreement,  the Licensee
shall bear Everlast's  costs of registering the Licensed Marks in all categories
which cover all products added to the definition of Licensed Products.

         14.3 All use of any such  trademark or  trademarks by Licensee on or in
connection with Licensed Products produced  hereunder shall inure to the benefit
of  Everlast.  All  rights to such  trademark  or  trademarks  other  than those
specifically granted hereunder are

                                       21

<PAGE>

reserved by Everlast for its own use and benefit.  Upon the  expiration or other
termination  of this  Agreement  for any  reason  whatsoever,  all rights in the
Licensed  Marks shall  automatically  revert to Everlast and Licensee  shall not
thereafter  use the  Licensed  Marks  or any  similar  mark or  name  except  as
specifically  permitted  by  Paragraph  13.  Licensee  shall at any time whether
during or after the term of this  Agreement  execute  any  documents  reasonably
required by Everlast to confirm Everlast's ownership of all such rights.

         14.4 In the event that either  party to this  Agreement  shall learn of
any use by any person of a trademark or  trademarks  confusingly  similar to the
Licensed Marks in the Contract  Territory,  such party shall promptly notify the
other in writing of such use. In such event, if requested by Everlast,  Licensee
shall join with Everlast,  at Everlast's  expense, in such action as Everlast in
its reasonable discretion may deem advisable for the protection of its rights in
and to the Licensed Marks.

         14.5 In the event that any person  other  than  Licensee  or a customer
shall use the  Licensed  Mark in a manner  which  infringes  upon the  exclusive
license hereby granted,  Everlast shall,  following  written notice thereof from
Licensee,  initiate  any action  which it deems  appropriate  to  restrain  such
infringement with respect to the Licensed Products.  In such event, if requested
by Everlast,  Licensee shall join with Everlast,  at Everlast's  expense in such
action as Everlast  in its  reasonable  discretion  may deem  advisable  for the
protection of the respective rights of the

                                       22

<PAGE>



Licensed  Marks.  If Everlast  decides to take no action to protect the Licensed
Marks in a particular  case of a use thereof by a third party in any part of the
Contract  Territory and  disapproving  of any such action by Licensee,  Everlast
shall so advise Licensee in writing.  If there should be a disagreement  between
the parties as to the  reasonableness  of such  decision by Everlast to withhold
its  approval of any action by  Licensee,  then no such action shall be taken by
Licensee,  and Everlast shall compensate  Licensee for losses actually sustained
as a  result  of the  failure  to take any such  action  if it is held  that the
withholding  of  approval  by  Everlast  was in  fact  unreasonable  or,  in the
alternative, Licensee shall have the right to terminate this Agreement on thirty
(30) days notice to  Everlast  without any  liability  on the part of  Everlast.
Neither party shall,  without the consent of the other,  voluntarily  settle any
claim or suit of the kind referred to in this Article 14 in a manner which might
in any way adversely affect or be in derogation of any rights of the other under
this Agreement.  In the event of disagreement between the parties as to any such
settlement,  the party thus denied the right to make such settlement  shall have
the right, within thirty (30) days after receipt of notice of refusal to consent
by the other party,  to terminate this Agreement and upon any such  termination,
all rights and obligations of both parties  hereunder shall terminate except for
any monies due from either party to the other.

         14.6 Everlast shall, at its own cost and expense,  defend and indemnify
Licensee, any third party claiming under it, and any

                                       23

<PAGE>


direct or indirect  customer of  Licensee,  from and against any and all claims,
loss, damage, expense, liability, suits, actions,  proceedings and judgments and
any cost  whatsoever  including  reasonable  attorneys fees arising,  sustained,
rendered or incurred, by reason of use of the Licensed Marks, or the exercise of
any  other  rights  under  this  Agreement,   whether  based  upon  a  claim  of
infringement  or any facts  which  constitute  a breach or  violation  of any of
Everlast's  representations in this Agreement,  and whether such claims,  suits,
actions or  proceedings,  are rightfully or wrongfully  made,  brought or filed;
provided that Licensee shall promptly advise  Everlast of any such claim,  suit,
action or  proceeding  and afford  Everlast the  opportunity  to defend any such
claim or action through  counsel of its own choosing and at its own expense.  If
requested by Everlast, Licensee shall join with Everlast, at Everlast's expense,
in such defense.  Licensee  shall  execute any papers  necessary or desirable in
connection  with any such  suit and  shall  testify  in any such  suit  whenever
required to do so by Everlast,  all,  however,  at the expense of Everlast  with
respect to travel expenses and similar out-of-pocket disbursements.

         14.7 The Licensee agrees to execute,  acknowledge and deliver,  without
cost to Everlast,  such additional  documents as may be necessary in the opinion
of counsel for Everlast under the laws of each jurisdiction  within the Contract
Territory to protect the Trademark rights of Everlast including, but not limited
to, Registered User Agreements.


                                       24

<PAGE>


         15. COPYRIGHT OWNERSHIP.
             -------------------

         Any and all copyrights which may exist, or come into being with respect
to any and all  designs of or with the  Licensed  Marks for any of the  Licensed
Products,  labels, hang tags, advertising or promotional materials used pursuant
to this Agreement  shall be the property of Everlast.  However,  notwithstanding
the foregoing  exclusive designs and the like (and their respective  copyrights)
created by and for Licensee which do not include or refer to the Licensed Marks,
are and shall remain the property of Licensee.  Licensee shall place appropriate
copyright  notices  thereon.  Licensee shall furnish Everlast with copies of all
copyright filings.

         16. INDEMNITY.
             ----------

         16.1 Licensee shall, at its own cost and expense, defend, indemnify and
save harmless Everlast from and against;  (i) any and all claims,  loss, damage,
expense,  liability,  suits, actions,  proceedings and judgments,  and any costs
whatsoever,  including reasonable  attorneys' fees, arising out of or in any way
connected  with or  sustained,  rendered  or  incurred by reason of any claim or
action for property damage,  personal injury,  death or otherwise,  involving or
related  to  alleged  defects  in  Licensed  Products  or  based  on  Licensee's
performance  under this  Agreement or that of  Licensee's  customers and whether
such claims,  suits,  actions or proceedings are rightfully or wrongfully  made,
brought or filed;  and (ii) the  production,  manufacture,  sale,  distribution,
promotion or advertisement of any Licensed Products by or for Licensee, its

                                       25

<PAGE>

agents or  employees in violation of any  applicable  law or  regulation  or the
rights of third  parties,  provided  in each case that  Licensee  shall be given
prompt notice of any such action or claim. Licensee shall not voluntarily settle
any such claim or action in a manner which might in any way adversely  affect or
be in  derogation  of any rights of  Everlast  in and to any  Licensed  Marks or
Licensed  Products  or which may  constitute  any adverse  admission  in respect
thereof.

         16.2 Licensee agrees to provide, at its own expense,  Product Liability
Insurance written by insurance carriers reasonably  satisfactory to Licensee, in
amounts no less than two and one-half  ($2,500,000)  million  dollars and within
thirty (30) days from the date hereof,  Licensee  shall submit to Everlast fully
paid policies or certificates of insurance  naming Everlast as an insured party,
and requiring  that the insurer  shall not  terminate or materially  modify such
insurance  without  written  notice to  Everlast  at least  twenty  (20) days in
advance  thereof.  Such  insurance  (which may be included as part of Licensee's
blanket  insurance  policy covering other divisions of Licensee) shall remain in
full force and  effect  during the  entire  Contract  Period and any  renewal or
extension thereof.

         16.3 The insurance  coverage required by Paragraph 16.2 may be provided
by one or more Product Liability Insurance  Policies,  provided that all primary
and umbrella  coverage  shall  aggregate  not less than two and one half million
($2,500,000) Dollars.


                                       26

<PAGE>



         17. NOTICES.
             -------

         All  reports,  approvals,  requests,  demands and  notices  required or
permitted by this Agreement to be given to a party shall be in writing and shall
be deemed to be duly given on the date: (i) personally delivered;  ii) mailed by
certified or registered  mail,  return  receipt  requested;  (iii)  delivered by
Express Mail or courier  service (such as Federal  Express)  which  requires the
addressee  to  acknowledge,  in writing,  the receipt  thereof;  or (iv) sent by
telefax and  confirmed  by hard copy mailed by  certified  or  registered  mail,
return  receipt  requested  or  acknowledged  by  return  telefax  to the  party
concerned at its address set forth on Page 1 above (or at such other  address as
the party may specify by notice to the other). Copies of all notices to Everlast
shall be sent to Lesser & Harrison,  Two West 45th  Street,  New York,  New York
10036.

         18. WAIVER.
             ------

         The  failure  of  either  party at any time or times to  demand  strict
performance by the other of any of the terms,  covenants or conditions set forth
herein shall not be construed as a continuing waiver or  relinquishment  thereof
and each may at any time demand strict and complete  performance by the other of
said terms, covenants and conditions.

         19. BANKRUPTCY.
             ----------

         If Licensee is  adjudicated  bankrupt or insolvent,  or if its business
shall be placed in the hands of a  Receiver,  Assignee  or  Trustee,  whether by
voluntary  act or otherwise or if a committee  (formal or informal) of creditors
shall be formed for the purpose

                                       27

<PAGE>

of  arranging  settlement  or payment  of  Licensee's  debts and such  condition
(except where voluntary) is not terminated within ninety (90) days, Everlast may
terminate this Agreement by written notice as provided in Paragraph 11.

         20. ASSIGNMENT.
             ----------

         This Agreement shall bind and inure to the benefit of Everlast, and the
successors  and assigns of Everlast.  The rights  granted to Licensee  hereunder
shall be exclusive  to it and shall not,  without the prior  written  consent of
Everlast, be transferred,  sub-licensed,  or assigned by it to any other person,
firm or corporation.  Notwithstanding  any such  assignment,  the Licensee shall
remain fully liable  hereunder,  and shall be responsible for the payment of all
royalties,  advertising,  and any other  amounts which shall become due from the
assignee.  In  addition,  the  provisions  hereof  shall be deemed  to  preclude
assignment   by   operation   of  law  and  shall  be  deemed  to  restrict  the
hypothecation,  pledge,  granting of a security interest or in any manner taking
steps or permitting  the integrity of this  Agreement  between the parties to be
affected in any manner or form. Any assignment,  transfer,  or sublicense of any
of the rights  granted to the Licensee  hereunder  which does not conform to the
requirements of this Agreement shall be null and void.

         21. ARBITRATION.
             -----------

         21.1 Except as specifically  set forth in this  Agreement,  any and all
disputes,  controversies and claims arising out of or relating to this Agreement
or concerning the respective rights or

                                       28

<PAGE>

obligations  hereunder of the parties hereto, shall be settled and determined by
arbitration in New York, New York, before the American  Arbitration  Association
in  accordance  with and  pursuant to its then  obtaining  Rules for  Commercial
Arbitration.  The arbitrators shall have the power to award specific performance
or injunctive relief and reasonable attorneys' fees and expenses to any party in
such  arbitration.  However,  in any arbitration  proceeding  arising under this
Agreement,  the arbitrators shall not have the power to change,  modify or alter
any express condition,  term or provision of this Agreement,  and to that extent
the scope of their authority is limited.  The  arbitration  award shall be final
and binding upon the parties.

         21.2 The parties  shall have such right to interim  relief in any Court
sitting in the City of New York as may be provided by law.

         21.3 Any action to enforce an  arbitration  award or for interim relief
hereunder  may be  brought  only in a Court  of  general  original  jurisdiction
sitting  in the  City of New  York  and the  parties  do  hereby  submit  to the
jurisdiction of each such Court.

         21.4 The service of any notice,  process,  motion or other  document in
connection  with any  arbitration  under this Agreement or for interim relief or
the  enforcement of any  arbitration  award  hereunder may be effectuated in the
manner in which  notices  are to be given to a party  pursuant to  Paragraph  17
above.

         22. SIGNIFICANCE OF HEADINGS.
             ------------------------

         Paragraph headings contained herein are solely for the purpose

                                       29

<PAGE>

of aiding in speedy  location  of subject  matter and are not in any sense to be
given weight in the construction of this Agreement.  Accordingly, in case of any
question  with  respect  to the  construction  of  this  Agreement,  it is to be
construed as though such Paragraph headings had been omitted.

         23. ENTIRE AGREEMENT.
             ----------------

         This  writing  constitutes  the entire  agreement  between  the parties
hereto  and may not be  changed or  modified  except by a writing  signed by the
party or parties to be charged thereby.

         24. GOVERNING LAW.
             -------------

         This Agreement shall be governed and construed according to the laws of
the State of New York,  and Licensee shall in all cases be deemed to have agreed
to submit to the jurisdiction thereof and to venue therein.

         25. NO JOINT VENTURE.
             ----------------

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

         26. EXECUTION AND DELIVERY REQUIRED.
             -------------------------------

         This instrument  shall not be considered to be an agreement or contract
nor  shall it create  any  obligation  whatsoever  on the part of  Everlast  and
Licensee,  or either of them,  unless and until it has been  signed on behalf of
both Everlast and Licensee and

                                       30

<PAGE>


delivery has been made of a fully signed original.

         27. FORCE MAJEURE.
             -------------

         Neither  party shall be in default  hereunder by reason of its delay in
the  performance  of or  failure to perform  any of its  obligations  under this
Agreement  if such  delay or  failure  is caused by  strikes,  act of God or the
public  enemy,   riots,   incendiaries,   interference   by  civil  or  military
authorities,  compliance with governmental law, rules and regulations, delays in
transit or delivery  or any  default  beyond its control or without its fault or
negligence.

         28. NO REPRESENTATIONS.
             ------------------

         The Licensee  represents and acknowledges that neither Everlast nor any
of its representatives have made any warranties or representations of any nature
whatsoever to induce the Licensee to enter into this License  Agreement,  except
as  expressly  set forth  herein.  All  prior  discussions,  understandings  and
agreements  between the parties  have been  merged into this  License,  it being
intended that this shall constitute the complete  agreement between the parties.
This  License  Agreement  may be  modified  or  amended  only by a writing  duly
executed by both parties hereto.

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

                  EVERLAST WORLD'S BOXING HEADQUARTERS CORP.,


                  By: /s/ Ben Nadorf, President
                     --------------------------------------------
                                    Ben Nadorf, President

                           ACTIVE APPAREL GROUP, INC.
                  Licensee

                  By: /s/ George Q. Horowitz, President
                     --------------------------------------------
                                    George Q. Horowitz, President

                                       31