<TABLE>
<CAPTION>

               Province           Charge/Mortgage of Land
        [LOGO] of
               Ontario            Form 2 - Land Registration Reform Act                                                           B
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<S>                                                <C>                                      <C>

                                                   (1) Registry [x]        Land Titles [ ]  (2) Page 1 of 25 pages

                                                   ---------------------------------------------------------------------------------
                                                   (3) Property             Block               Property
                                                       Identifier(s)                                                 Additional:
                                                                                                                     See
                                                                                                                     Schedule    [ ]
FOR OFFICE USE ONLY                                ---------------------------------------------------------------------------------
                                                   (4) Principal Amount
                                                       SEVENTY-FIVE MILLION --------------------------------------------------------
                                                       ---------------------00/100 Dollars  $75,000,000.00
                                                   ---------------------------------------------------------------------------------
                                                   (5) Description

                                                       Part of Lot Thirty-Three (33), Concession One (1), (formerly of the
                                                       Township of Normandy), Part of Lot Ten (10) and Part of Duke Street
                                                       according to Foster's Survey of Part of the Town of Mount Forest, in the
New Property Identifiers                               County of Wellington and as more particularly described in the Schedule
                              Additional:              attached.
                              See                      Page 23, Appendix "A".
                              Schedule    [ ]          See Schedule.
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Executions


                              Additional:         
                              See                 
                              Schedule    [ ]     
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(6) This       (a) Redescription     | (b) Schedule for:                       | (7) Interest/Estate Charged
    Document       New Easement      |                   Additional            |     Fee Simple
    Contains       Plan/Sketch   [ ] | Description [x]   Parties [ ] Other [x] |     See Schedule
                                     |                                         |
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(8) Standard Charge Terms - The parties agree to be bound by the provisions in Standard Charge Terms filed as number         and the
    Chargor(s) hereby acknowledge(s) receipt of a copy of these terms.
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(9) Payment Provisions               |                                         |
    (a) Principal                    | (b) Interest                            | (c) Calculation
        Amount $75,000,000.00        |     Rate    See Schedule % per annum.   |     Period       See Schedule
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        Interest   |  Y  | M | D |     Payment                                                        |     First    |  Y  | M | D  
    (d) Adjustment |     |   |   | (e) Date and                                                       | (f) Payment  |     |   |    
        Date       |     |   |   |     Period   See Schedule                                          |     Date     |     |   |    
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        Last       |  Y  | M | D |     Amount
    (g) Payment    |     |   |   | (h) of Each
        Date       |     |   |   |     Payment                                                        Dollars $
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        Balance    |  Y  | M | D |
    (i) Due        |     |   |   | (j) Insurance
        Date       |     |   |   |                                                                    Dollars $
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(10) Additional Provisions

THIS CHARGE IS A DEBENTURE.

                                                                                                                   Continued on
                                                                                                                   Schedule     [ ]
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(11) Chargor(s) The chargor hereby charges the land to the chargee and certifies that the chargor is at least eighteen years old and
     that

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The chargor(s) acknowledge(s) receipt of a true copy of this charge.                                               Date of Signature
Name(s)                                                           Signature(s)                                         Y    M    D

#1 APPAREL CANADA, INC.                                           Per:  /s/ D Bruce Randall                        | 1977 | 04 | 11
                                                                  Name: D. Brude Randall                           |      |    |   
________________________________________________________________  Title: Secretary                                 |      |    |   
I/We have authority to bind the Corporation.                                                                       |      |    |   
                                                                  Per:____________________________________________ |      |    |   
                                                                  Name:                                            |      |    |   
________________________________________________________________  Title:                                           |      |    |   
I/We have authority to bind the Corporation.
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12 Spouse(s) of Chargor(s) I hereby consent to this transaction.                                                   Date of Signature
Name(s)                                                           Signature(s)                                         Y    M    D
                                                                                                                   |      |    |
________________________________________________________________  ________________________________________________ |      |    |
                                                                                                                   |      |    |
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(13) Chargor(s) Address
     for Service        375 Sligo Road West, P.O. Box 850, Mount Forest, Ontario, N0G 2L0

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(14) Chargee(s)
THE BANK OF NEW YORK

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(15) Chargee(s) Address
     for Service
                        101 Barclay Street, Floor 21W, New York, New York 01286                   FOR OFFICE USE ONLY
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(16) Assessment Roll Number  | Cty. | Muni. | Map | Sub. |  Par.  |                   | Fees
         of Property         |      |       |     |      |        | not assigned      |---------------------------------------------
--------------------------------------------------------------------------------------| Registration Fee      |                     
(17) Municipal Address of Property           | (18) Document Prepared by:             |-----------------------|---------------------
                                                                                      |                       |
Multiple                                       TORY TORY DESLAURIERS & BINNINGTON     |-----------------------|---------------------
                                               Suite 3000, Aetna Tower, P.O. Box 270  |                       |
                                               Toronto-Dominion Centre                |-----------------------|---------------------
                                               Toronto, Ontario M5K 1N2               |                       |
                                               (416) 865-0040                         |=======================|=====================
                                                                                      |     Total             |
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</TABLE>



<PAGE>


                                                                              

                             #1 APPAREL CANADA INC.

                                    DEBENTURE                        $75,000,000

A. PROMISE TO PAY

1. #1 APPAREL CANADA INC. (the "Company") for value received hereby agrees with
THE BANK OF NEW YORK (the "Secured Party"), for its own benefit and for the
benefit of the Holders from time to time that it will, subject to the provisions
of that certain Delivery Agreement made in favour of the Secured Party by the
Company of even date herewith (the "Delivery Agreement") on demand pay to the
Secured Party the principal sum of SEVENTY-FIVE MILLION DOLLARS ($75,000,000).
The Company will also, subject to the provisions of the Delivery Agreement, pay
to the Secured Party, as and when demanded, interest on the said principal sum.
The Company will pay such interest at the rate of 25% per annum calculated and
payable monthly not in advance, both before and after demand and before and
after default, judgment and execution from the date hereof until payment in full
of all amounts owing hereunder.

B. GRANT OF MORTGAGES, CHARGES AND SECURITY INTERESTS

2. As security for payment of the principal and interest and all other
indebtedness and liability from time to time payable hereunder, the Company
hereby:

     (a) mortgages and charges (subject to the exceptions as to leaseholds
hereinafter contained) as and by way of a fixed and specific mortgage and charge
to and in favour of the Secured Party, and grants to the Secured Party a
security interest in, all real and immovable property (including, by way of
sub-lease, leasehold lands) (collectively, the "Lands") now or hereafter owned
or acquired by the Company and all buildings, erections, improvements, fixtures
and plant now or hereafter owned or acquired by the Company (whether the same
form part of the realty or not) and all appurtenances to any of the foregoing
including without limiting the generality of the foregoing the property
described in Appendix "A" hereto; "real and immovable property" shall include
any interest in or right with respect to real and immovable property;

     (b) mortgages and charges to the Secured Party as and by way of a fixed and
specific mortgage and charge, and grants to the Secured Party a security
interest in all present and future:

          (i) income, revenues and profits derived from any tenancy, use or
          occupation of the Lands and rents and other sums payable to the
          Company pursuant to the terms of any leases, licences, subleases,

<PAGE>
                                                                              2.

          agreements to lease, license or sublease, or rights to occupy (each a
          "lease") the Lands;

          (ii) benefits, advantages and powers to be derived from such leases,
          with full power and authority to demand, sue for, recover, receive and
          give receipts for all rents and other moneys payable thereunder and
          otherwise to enforce the rights of the landlord thereunder on behalf
          of and in the name of the Company; and

          (iii) benefit of all guarantees and indemnities with respect to any
          leases and the performance of any obligations of any tenant
          thereunder;

     (c) mortgages and charges to the Secured Party as and by way of a fixed and
specific mortgage and charge, and grants to the Secured Party a security
interest in, all its present and future equipment, including, without limiting
the generality of the foregoing, all fixtures, plant, machinery, tools and
furniture now or hereafter owned or acquired and any equipment specifically
listed or otherwise described in Appendix "B" hereto;

     (d) mortgages and charges to the Secured Party, and grants to the Secured
Party a security interest in, all its present and future inventory, including,
without limiting the generality of the foregoing, all raw materials, goods in
process, finished goods and packaging material and goods acquired or held for
sale or furnished or to be furnished under contracts of rental or service;

     (e) mortgages and charges to the Secured Party, and grants to the Secured
Party a security interest in, all its other goods and tangible personal
property;

     (f) mortgages and charges to the Secured Party, and grants to the Secured
Party a security interest in all its present and future intangibles, including,
without limiting the generality of the foregoing, all its present and future
book debts, accounts and other amounts receivable, contract rights and chooses
in action of every kind or nature including insurance rights arising from or out
of the assets referred to in subparagraphs (a), (b), (c), (d) or (e) hereof,
goodwill, chattel paper, instruments of title, negotiable documents of title,
investments, money and securities and all dividends, income or other
distributions, whether paid or distributed in cash, securities or other
property, in respect of any of the property described in this section 2;

     (g) charges in favour of the Secured Party as and by way of a floating
charge, and grants to the Secured Party a security interest in, all of its
business, undertaking, property and assets, real and personal, moveable or
immovable, of whatsoever nature and kind, both present and future (other than
property and assets hereby validly subjected to a specific mortgage, charge or
security interest by subparagraphs (a), (b), (c), (d), (e) or (f) hereof and the
exceptions hereinafter contained); and

<PAGE>
                                                                              3.

     (h) mortgages and charges in favour of the Secured Party, and grants to the
Secured Party a security interest in, the proceeds arising from any of the
assets referred to in this paragraph 2;

all of which present and future property and assets of the Company referred to
in subparagraphs 2 (a), (b), (c), (d), (e), (f), (g) and (h) hereof are
hereinafter collectively called the "Charged Assets". All rights of the Secured
Party hereunder, the security, and all obligations of the Company hereunder,
shall be absolute and unconditional irrespective of (i) any lack of validity or
enforceability of any loan document including the Senior Secured Note Indenture
(the "Indenture") dated as of April 1, 1997 among SLM International, Inc. (the
"Borrower"), Sport Maska Inc., Maska U.S., Inc., #1 Apparel, Inc., #1 Apparel
Canada Inc., SLM Trademark Acquisition Corp., SLM Trademark Acquisition Canada
Corporation and the Secured Party, as the same may be amended, restated or
supplemented from time to time, the guarantee granted by the Company in favour
of the Secured Party pursuant to Article 10 of the Indenture, any other
agreement with respect to the indebtedness and liability under the Indenture or
any indebtedness or liability secured hereby or any other agreement or
instrument relating to the foregoing, (ii) any change in the time, manner or
place of payment of, or in any other term of, all or any of the indebtedness and
liability under the Indenture or any indebtedness or liability secured hereby or
any other amendment or waiver of or consent to any departure from any guarantee,
any loan document, the Indenture, or any other agreement or instrument, (iii)
any exchange, release or nonperfection of any Charged Asset or any release or
amendment or waiver of or consent to or departure from the indebtedness under
the Indenture or any guarantee for all or any of the indebtedness and liability
secured hereby, or (iv) any other circumstance which might otherwise constitute
a defence available to, or discharge of, the Company, any guarantor or any other
obligor in respect of the indebtedness and liability, secured by or in respect
of this debenture.

     C. LOCATION OF CHARGED ASSETS

3. The Company hereby represents and warrants to the Secured Party that:

     (a) its chief executive office is presently at:

          375 Sligo Road West 
          P.O. Box 850 
          Mount Forest, Ontario 
          N0G 2L0;


<PAGE>


                                                                              4.


     (b)  all of its ledgers, books of account and other financial records are
          presently at the location set out in subparagraph 3(a):

     (c)  the Charged Assets (other than the assets described in subparagraph
          3(b)) are presently at the locations set out in subparagraphs 3(a) and
          in Appendix "C" hereto.

4. The Charged Assets now situate in the Provinces of Ontario and Quebec are on
the date hereof primarily situate or located at the location(s) set out in
Appendix "C" hereto but may from time to time be located at other premises of
the Company in Ontario. The tangible personal property constituting the Charged
Assets may also be located at other places in Ontario or Quebec while in transit
to and from such locations and premises and may, from time to time, be situate
or located at any other place in Ontario or Quebec when on lease or consignment
to any lessee or consignee from the Company.

D. LIMITED EXCEPTIONS TO GRANT OF CHARGE

5. The last day of any term reserved by any lease or sublease, oral or written,
or any agreement therefor, now held or hereafter acquired by the Company, and
whether falling within the general or particular description of the Charged
Assets, is hereby and shall be excepted out of the mortgage, charge and security
interest hereby or by any other instrument created, but the Company shall stand
possessed of the reversion of one day remaining in the Company in respect of any
such term, for the time being demised, as aforesaid, upon trust to assign and
dispose of the same as any purchaser of such term shall direct.

E. AGREEMENTS OF THE COMPANY

6. The Company and the Secured Party covenant and agree that:

     (a) they have not agreed to postpone the time for attachment of the
security interests granted hereby with respect to the Charged Assets presently
existing and that such security interests shall attach to the Charged Assets
acquired after the date hereof as soon as the Company has rights in such assets;

     (b) in accordance with subsection 7(3) of the Land Registration Reform Act
(Ontario), the covenants deemed to be included in a charge by subsection 7(1) of
such Act are expressly excluded from this debenture; and

     (c) subject to paragraph 29 hereof, the Company shall not at any time
hereafter make any claim to the Charged Assets, challenge the Secured Party's
rights thereto or make any demands upon the Secured Party with respect to the
Charged Assets and the Secured Party shall from this time forward be exonerated
and 


<PAGE>


                                                                              5.

discharged of and from all claims and demands which the Company might or
could have against the Secured Party with respect to the Charged Assets.

7. The Company represents and warrants to the Secured Party that:

     (a) the Company is the sole registered, legal and beneficial owner of an
estate in fee simple in the Lands described in Appendix "A" hereto with good and
marketable title thereto, and the Company is the sole legal and beneficial owner
of the remainder of the Charged Assets, free of any Lien, encumbrance or other
right whatsoever except for Permitted Encumbrances (as defined in the
Indenture);

     (b) the Company is duly incorporated and in good standing under the laws of
its jurisdiction of incorporation, has the right, power and lawful authority to
charge and mortgage to the Secured Party, and otherwise grant security interests
in all of its right, title and interest in and to, the Charged Assets as
provided for in this debenture and this debenture constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting creditors' rights and the
discretion exercisable by Courts of competent jurisdiction in respect of the
availability of equitable remedies; and

     (c) neither the execution of this debenture nor the performance by the
Company of its obligations hereunder will result in any breach of or default
under any law or any other agreement or document to which the Company is a party
or by which it may be bound.

8. The Company agrees with the Secured Party that until all indebtedness and
liability owing by the Company to the Secured Party are paid in full:

     (a) it will not, without the prior written consent of the Secured Party:

          (i)  incur, create, assume or permit to exist any further or
               additional indebtedness except as permitted under the terms of
               the Indenture;

          (ii) create, assume or permit to exist any Liens upon, assign,
               transfer, mortgage, charge, pledge, hypothecate or otherwise
               grant security over or a security interest in any of the Charged
               Assets except to the Secured Party and except Permitted
               Encumbrances;

         (iii) sell, transfer, assign, or otherwise dispose of any of the
               Charged Assets or any group of property and assets forming part
               of the Charged Assets except for a sale of inventory in the
               ordinary course of business and such other sales as permitted
               under the Indenture;

          (iv) merge or amalgamate with any other corporation except as
               permitted under the Indenture;


<PAGE>


                                                                              6.

          (v)  change the location of its chief executive office, place of
               business or principal place of residence without providing the
               Secured Party with fifteen days' prior written notice;

          (vi) take any action (or not take any action) which would result in a
               default or an Event of Default under the Indenture or hereunder;

         (vii) remove the Charged Assets from the locations referred to in
               paragraph 3 hereof unless such removal is a permitted sale of the
               Charged Assets or keep the Charged Assets at a location other
               than the locations referred to in paragraph 3 hereof provided
               that the Company may also remove Charged Assets to another
               location upon the condition that it provide the Secured Party
               with at least 14 days prior written notice of its intention to do
               so and provides to the Secured Party prior to such removal an
               agreement from any lessor of such location as provided in
               subparagraph 9(l) hereof; or

        (viii) change its name without giving prior written notice to the
               Secured Party of the new name and the date upon which such change
               of name will take effect; and

     (b) it will:

          (i)  hold the proceeds received from any direct or indirect dealing
               with the Charged Assets in trust for the Secured Party after
               either the occurrence of a default under the Indenture or the
               security constituted by this debenture becoming enforceable, hold
               the proceeds of any Asset Sale permitted under the Indenture
               which are payable to the Secured Party or the Holders and the
               proceeds of any Asset Sale which is not permitted under the
               Indenture in trust for the Secured Party, and, if required in
               accordance with the terms of the Indenture, hold all proceeds of
               any sale, lease, assignment or other transfer of all or any part
               of the Charged Assets made outside the ordinary course of
               business of the Company in trust for the Secured Party, and in
               each case, forthwith remit such proceeds to the Secured Party;
       
          (ii) strictly comply with every covenant and undertaking heretofore or
               hereafter given by it to the Secured Party and take any action
               that may be necessary to enable the Borrower to comply with its
               obligations under the Indenture, the Securities and the
               Collateral Documents;

         (iii) permit the Secured Party at any time and from time to time, when
               the security granted pursuant to this debenture shall have become
               enforceable, to require any account debtor of the Company to make


<PAGE>


                                                                              7.

               payment to the Secured Party of any or all amounts owing by the
               account debtor to the Company and the Secured Party may take
               control of any proceeds referred to in subparagraph 2(h) hereof
               and may hold all such amounts received from any account debtor
               and any such proceeds as cash collateral as part of the Charged
               Assets and as security for the indebtedness and liability secured
               by this debenture; (iv) deliver to the Secured Party promptly
               upon request, any documents of title, instruments, securities and
               chattel paper constituting, representing or relating to the
               Charged Assets and all statements of account, bills, invoices and
               books of account relating to accounts and all records, ledgers,
               reports, correspondence, schedules, documents, statements, lists
               and other writings relating to the Charged Assets for the purpose
               of inspecting, auditing or copying same;

          (v)  at the Secured Party's request, cause such of the securities
               which constitute Charged Assets to be registered in the name of
               the Secured Party or its nominee and the Company hereby
               authorizes the Secured party to transfer such securities into the
               name of the Secured Party or its nominee so that the Secured
               Party or its nominee may appear as the sole owner of record of
               such securities; the Company shall, at the request of the Secured
               Party, deliver to the Secured Party appropriate powers of
               attorney for transfer in blank, duly executed and with signatures
               guaranteed, in respect of such securities; (vi) immediately upon
               becoming aware thereof, give the Secured Party written notice of
               any loss or destruction of, or substantial damage to, any
               material portion of the Charged Assets which alone, or together
               with any other Collateral (as defined in the Indenture) which is
               lost, destroyed or substantially damaged, constitutes a material
               portion of the Collateral;

         (vii) promptly notify the Secured Party of the acquisition by it of
               receivables or other amounts owing to it from persons located in
               any jurisdiction other than Ontario or Quebec;

        (viii) keep its insurable properties adequately insured at all times
               by financially sound and reputable insurers;

          (ix) maintain such other insurance, to such extent and against such
               risks, including fire and other risks insured against by extended
               coverage, as is customary for the Charged Assets and as is


<PAGE>


                                                                              8.

               customary with companies similarly situated and in the same or
               similar businesses, provided, however, that such insurance shall
               insure the property of the Company against all risk of physical
               damage, including, without limitation, loss by fire, explosion,
               theft, fraud and such other casualties as may be reasonably
               satisfactory to the Secured Party, and in no event at any time in
               an amount less than the replacement value of the Charged Assets;

          (x)  maintain in full force and effect public liability insurance
               against claims for bodily injury or death or property damage
               occurring upon, in, about or in connection with the use of any
               properties owned, occupied or controlled by the Company or any of
               its subsidiaries, as is customary with companies similarly
               situated and in the same or similar businesses;

          (xi) maintain business interruption and product liability insurance to
               such extent as is customary with companies similarly situated and
               in the same or similar businesses;

         (xii) maintain such other insurance as may be required by law or as
               may be reasonably requested by the Secured Party for purposes of
               assuring compliance with this subparagraph 8(b);

        (xiii) ensure that all insurance covering tangible personal property
               subject to a Lien in favour of the Secured Party granted pursuant
               hereto shall provide that, in the case of each separate loss, the
               full amount of insurance proceeds shall be payable to the Secured
               Party subject to the rights of the holders of prior ranking
               Permitted Encumbrances, and shall further provide for at least 30
               days' prior written notice to the Secured Party of the
               cancellation or substantial modification thereof;

         (xiv) deliver to the Secured Party all policies and certificates of
               insurance maintained in accordance with this subparagraph 8(b);
               and

          (xv) provide to the Secured Party, from time to time upon demand, a
               statement of the value of its inventory and a list of its book
               debts shown in the reverse order of their due date.

9. The Company agrees with the Secured Party that:

     (a) it will at all times fully perform and comply with all obligations
imposed on, assumed by or agreed to by it pursuant to this debenture and any
prior encumbrance of the Lands or any part thereof or its interest therein, that
it will pay all rents and perform all obligations under the leases charged by
this debenture and that, if the Company shall fail so to do, the Secured Party
may (but shall not be obliged to)


<PAGE>


                                                                              9.

take any action the Secured Party deems necessary or desirable acting reasonably
to cure any default by the Company in the performance of or compliance with any
of the Company's obligations hereunder, under any lease or imposed upon, assumed
by or agreed to by the Company pursuant to any such prior encumbrance;

     (b) upon receipt by the Secured Party in regard to any such prior
encumbrance or any lease of any written notice of default by the Company, the
Secured Party may rely thereon and take any action as aforesaid, acting
reasonably, to cure such default even though the existence of such default or
the nature thereof may be questioned or denied by the Company or by any party on
behalf of the Company;

     (c) at its option, the Secured Party may discharge past due taxes, Liens,
or other encumbrances (other than Permitted Encumbrances which are not in
default) at any time levied or placed on the Charged Assets and may pay for the
maintenance and preservation of the Charged Assets to the extent the Company
fails to do so in accordance with the Indenture or this debenture, provided,
however, that the Secured Party shall not discharge such taxes, Liens or other
encumbrances or pay for such maintenance or preservation prior to the occurrence
and continuance of an Event of Default under the Indenture unless the Secured
Party shall have requested the Company to discharge such taxes, Liens or other
encumbrances or pay such amounts and the Company shall have failed or refused to
do so within such period of time as shall have been specified by the Secured
Party in such notice; provided that nothing in this debenture shall excuse the
Company from the performance of any covenants or other promises with respect to
taxes, Liens, prior claims or other encumbrances and maintenances;

     (d) the Company hereby expressly grants to the Secured Party, and agrees
that the Secured Party shall have the absolute and immediate right to enter in
and upon the Lands or any part thereof to such extent and as often as the
Secured Party, in its sole discretion, acting reasonably, deems necessary or
desirable, in order to cure any such default by the Company;

     (e) the Secured Party may pay and expend such sums of money as the Secured
Party in its sole discretion, acting reasonably, deems necessary for any purpose
provided for in subparagraphs 9(a), (b), (c) and (d), and the Company hereby
agrees to pay to the Secured Party, immediately upon notification by the Secured
Party and without demand, all such sums so paid and expended by the Secured
Party, together with interest thereon at the Interest Rate then in effect in
accordance with the Indenture;

     (f) all sums so paid and expended by the Secured Party and such interest
thereon, shall be secured hereby in addition to all other moneys hereby secured
and in priority to all other mortgages and charges;

     (g) if this debenture is or shall be outstanding at the expiration of the
term of any lease (a "material lease") of real property forming part of the
Charged Assets


<PAGE>


                                                                             10.

which is material to the conduct of the Company's business and the Company shall
refuse or neglect to exercise its right, if any, to renew such material lease
and to pay the fees, costs, charges and expenses incidental to and payable upon
such renewals, then, and as often as it shall happen, the Secured Party may, at
its sole discretion, effect such renewals in its own name or otherwise, and in
such case every such renewed material lease and the lands and buildings thereby
demised shall remain and be security to the Secured Party for the indebtedness
and liability secured by this debenture and as well for the payment of all money
paid by the Secured Party for every such renewal and the Secured Party's costs,
charges, and expenses and interest thereon at the Interest Rate then in effect
in accordance with the Indenture;

     (h) it will not: (i) surrender any material lease or any rights of renewal
with respect thereto (except in any case where the prior written consent of the
Secured Party has been obtained); subordinate any material lease to any mortgage
of the fee interest of the landlord thereof in the lands subject to such lease,
unless in connection with any such subordination the Company obtains from the
holder of such mortgage a non-disturbance agreement in favour of the Company and
its successors and assigns (including the Secured Party) in form and substance
satisfactory to the Secured Party (save and except that with respect to existing
leases, the Company shall only be required to use commercially reasonable
efforts to obtain such a non-disturbance agreement); (ii) terminate or cancel
any material lease without the prior written consent of the Secured Party; or
(iii) without the prior written consent of the Secured Party, modify, change,
supplement, alter or amend any material lease either orally or in writing;

     (i) no release or forbearance of any of the Company's obligations pursuant
to any material lease or pursuant to any prior encumbrance of the Company's
interest in the Lands or any part thereof, including without limitation the
Company's obligations with respect to the payment of rent as provided for in any
such lease, shall release the Company from any of the Company's obligations
pursuant to this debenture;

     (j) unless the Secured Party shall otherwise expressly consent in writing,
the title in fee simple to the property demised by any material lease and the
leasehold estate shall not merge but shall always remain separate and distinct,
notwithstanding the union of said estates either in the landlord of any such
lease or the Company pursuant to any such lease or in a third party, by purchase
or otherwise;

     (k) if the Company shall, at any time before payment in full of the
indebtedness and liability secured by this debenture, acquire the freehold title
to the Lands demised by any lease, this mortgage and charge shall attach and
extend to, and constitute a mortgage and charge of such freehold estate; and

     (l) the Company hereby agrees that it will not place the Charged Assets or
allow the Charged Assets to be placed on any premises that are leased unless the
lessor 


<PAGE>


                                                                             11.


of such premises has first agreed in writing with the Secured Party to
subordinate and postpone any and all of its claims, security and rights to the
claims and security of the Secured Party; provided that this covenant will not
prohibit the Company from selling the Charged Assets in the normal course of the
Company's business.

10. The Company hereby agrees that it will at all times, both before and after
default, do or cause to be done such additional things and execute and deliver
or cause to be executed and delivered all such further acts and documents as the
Secured Party may reasonably require for the better mortgaging, charging,
confirming and granting of security interests in the present or future Charged
Assets to the Secured Party, including, without limitation, the payment of any
fees and taxes required in connection with the execution and delivery of this
debenture, the granting of the security and the filing, recording, or
registering of any financing statements or other documents in connection
therewith. If any amount payable under, or in connection with, any of the
Charged Assets shall be or become evidenced by any promissory note or other
instrument, such note or instrument shall be promptly pledged and delivered to
the Secured Party, duly endorsed in a manner satisfactory to the Secured Party.
If at any time the Company shall take and perfect a security interest or
hypothec in any property of an account debtor or any other person to secure
payment and performance of an account receivable, the Company shall promptly
assign such security interest or hypothec to the Secured Party. Such assignment
need not be filed, recorded or registered of public record unless necessary to
continue the perfected status of the security interest or hypothec against
creditors of and transferees from the account debtor or other person granting
the security interest or hypothec.

11. The Company shall, at its own cost and expense, take any and all actions
reasonably necessary to defend title to the Charged Assets against all persons
and to defend the security of the Secured Party in such Charged Assets, and the
priority thereof, against any adverse Lien or encumbrance of any nature
whatsoever, except for such Liens or encumbrances permitted by the Secured Party
in writing, including, without limitation, the Permitted Encumbrances.

12. The Company shall remain liable to observe and perform all the conditions
and obligations to be observed and performed by it under each contract and
agreement, interest or obligation relating to the Charged Assets, all in
accordance with the terms and conditions thereof and shall indemnify and hold
harmless the Secured Party and the Holders from any and all such liabilities.


<PAGE>


                                                                             12.


13. The Company will not, without the Secured Party's prior written consent,
grant any extension of the time of payment of any its accounts receivable, or
compromise, compound or settle the same for less than the full amount thereof,
or release, in whole or in part, any person liable for the payment thereof, or
allow any credit or discount whatsoever thereon other than extensions, credits,
discounts, compromises or settlements granted or made in the ordinary course of
business.

F. DEFAULT

14. Subject to the terms of the Delivery Agreement, all indebtedness and
liability owing by the Company to the Secured Party and hereby secured shall
become payable and the security hereby constituted shall become enforceable upon
the demand by the Secured Party.

15. The Secured Party may in writing (and not otherwise) waive any breach by the
Company of any of the provisions contained in this debenture or any default by
the Company in the observance or performance of any provision of this debenture;
provided always that no waiver by the Secured Party shall extend to or be taken
in any manner whatsoever to affect any subsequent breach or default, whether of
the same or a different nature, or the rights resulting therefrom.

G. REMEDIES OF THE SECURED PARTY

16. Whenever the security hereby constituted shall have become enforceable, and
so long as it shall remain enforceable, the Company will have no right to vote
or take any other action with respect to any securities constituting Charged
Assets or receive any dividends or interest (whether declared or payable before
or after the security hereby constituted becoming enforceable) in respect of the
Charged Assets, and the Secured Party may proceed to realize such security and
to enforce its rights by:

     (a) entry;

     (b) the appointment by instrument in writing of a receiver or receivers of
the Charged Assets or any part thereof (which receiver or receivers may be any
Person or Persons, whether an officer or officers or employee or employees of
the Secured Party or not) and the Secured Party may remove any receiver or
receivers so appointed and appoint another or others in his or their stead;

     (c) proceedings in any court of competent jurisdiction for the appointment
of a receiver or receivers or for sale of the Charged Assets or any part
thereof; or

     (d) any other action, suit, remedy or proceeding authorized or permitted
hereby or by law or by equity.


<PAGE>


                                                                             15.

     In addition, the Secured Party may file such proofs of claim and other
documents as may be necessary or advisable in order to have its claim lodged in
any bankruptcy, insolvency, winding-up or other judicial proceedings relative to
the Company.

     The Secured Party or any receiver or receivers so appointed shall have
power to:

     (i)  take possession of and to use the Charged Assets or any part thereof
          with power to exclude the Company and its officers, employees and
          agents therefrom;

     (ii) carry on the business of the Company (including, but not limited to,
          the taking or defending of any actions or legal proceedings, and the
          doing or refraining from doing all other things as to it, acting
          reasonably, may seem necessary or desirable in connection with the
          business, operations and affairs of the Company);

    (iii) take all such steps as it may consider necessary or desirable for the
          purposes of preserving, maintaining and completing all or any part of
          the Charged Assets and making such replacements thereof and
          improvements and additions thereto as it shall consider expedient;

     (iv) receive the rents, incomes and profits of any kind whatsoever from the
          Charged Assets and pay therefrom

          (A)  any expenses of preserving, maintaining and completing the
               Charged Assets, of making such replacements thereof and
               improvements and additions thereto as it may consider expedient
               and of carrying on all or any part of the business of the Company
               relating to the Charged Assets, and

          (B)  any charges against the Charged Assets ranking in priority to or
               pari passu with the security created by this debenture or the
               payment of which may be necessary or desirable to preserve or
               protect all or any part of the Charged Assets or the interest of
               the Secured Party therein;

     (v)  lease all or any part of the Charged Assets and renew from time to
          time all or any of the leases on such terms and conditions as the
          Secured Party may determine;

     (vi) with or without taking possession, take any action or proceedings to
          enforce the performance of any covenant contained in any of the
          leases;

    (vii) enjoy and exercise all the powers of the Company as it considers
          necessary or desirable for the exercise of any and all of the remedies
          provided for herein, including, without limitation, the


<PAGE>


                                                                             14.


          powers to make any arrangement or compromise on behalf and in the name
          of the Company which it considers expedient, to purchase on credit and
          borrow money on behalf and in the name of the Company and to advance
          its own moneys to the Company, all at such rates of interest as it may
          consider reasonable, and to enter into contracts and undertake
          obligations on behalf of and in the name of the Company for any and
          all of the foregoing purposes or which it considers necessary or
          desirable for the exercise of any of the rights, powers and remedies
          provided for herein, all of which borrowings, advances and obligations
          together with interest thereon shall, at the discretion of the Secured
          Party, be entitled to the security hereof in priority to the payment
          of the obligations secured by this debenture; 

   (viii) borrow money required for the maintenance, preservation or
          protection of the Charged Assets or any part thereof or the carrying
          on of the business of the Company;

     (ix) further charge the Charged Assets in priority to the charge of this
          debenture as security for money so borrowed;

     (x)  vote and take all other action with respect to any securities
          constituting Charged Assets and collect all revenues, dividends and
          distributions distributed in connection with such securities; and

     (xi) sell, lease or otherwise dispose of the whole or any part of the
          Charged Assets on such terms and conditions and in such manner as the
          receiver shall determine.

Every receiver appointed by the Secured Party shall be deemed to be an agent of
the Company and not of the Secured Party for the purposes of (i) carrying on and
managing the business and affairs of the Company and (ii) establishing liability
for all of the acts or omissions of the receiver while acting as such and the
Secured Party shall not be in any way responsible for any acts or omissions on
the part of any such receiver, its officers, employees and agents; provided
that, without restricting the generality of the foregoing, the Company
irrevocably authorizes the Secured Party to give instructions to each receiver
relating to the performance of its powers and discretions. The appointment of a
receiver or any thing which may be done by the receiver shall not have the
effect of constituting the Secured Party a mortgagee in possession.

     In addition, the Secured Party may enter upon, use, occupy and possess the
Charged Assets or any part thereof, free from all encumbrances, Liens and
charges,


<PAGE>
                                                                             15.


except for Permitted Encumbrances, without hindrance, interruption or denial of
the same by the Company or by any other person or persons, and may lease or sell
the whole or any part or parts of the Charged Assets. Any sale hereunder may be
made by public auction, by public tender or by private contract, with or without
notice and with or without advertising and without any other formality (except
as required by law), all of which are hereby waived by the Company. Such sale
shall be on such terms and conditions as to credit or otherwise and as to upset
or reserve bid or price as to the Secured Party in its sole discretion may seem
advantageous. In the case of any sale on credit or partly on credit, the Secured
Party shall not be accountable for any proceeds thereof unless and until
actually received by the Secured Party in cash. Such sale may take place whether
or not the Secured Party has taken possession of the Charged Assets.

     The Company agrees to pay to the Secured Party forthwith on demand all
expenses incurred by the Secured Party in the preparation, perfection,
administration and enforcement of this debenture (including without limitation
expenses incurred in considering and protecting or improving the Secured Party's
position, or attempting to do so, whether before or after default), all amounts
borrowed by the receiver from the Secured Party as hereinbefore provided and all
costs, charges, expenses and fees (including, without limiting the generality of
the foregoing, the fees and expenses of any receiver and legal fees on a
solicitor and client basis) of or incurred by the Secured Party and by any
receiver or receivers or agent or agents appointed by the Secured Party in
connection with the recovery or enforcing of payment of any moneys owing
hereunder, whether by realization, by taking possession or otherwise. All such
sums, together with interest thereon at the Interest Rate then in effect in
accordance with the Indenture, shall be secured by the charges contained herein.
To the extent that the aggregate of the principal and accrued interest secured
hereby and such borrowed money, costs, fees and expenses exceed the principal
amount of this debenture, the Company hereby mortgages and charges and grants a
security interest in the Charged Assets to the Secured Party to secure payment
of such excess amount.

     No remedy for the realization of the security hereof or for the enforcement
of the rights of the Secured Party shall be exclusive of or dependent on any
other such remedy, but any one or more of such remedies may from time to time be
exercised independently or in combination; and the exercise of any remedy under
any document in any jurisdiction shall not prejudice or affect the exercise of
any remedy under another document in any jurisdiction. The term "receiver" as
used in this debenture includes a receiver and manager.

     The Secured Party shall not, nor shall any receiver appointed by it, be
liable for any failure to exercise its rights, powers or remedies arising
hereunder or otherwise, including without limitation any failure to take
possession of, collect, 


<PAGE>


                                                                             16.


enforce, realize, sell, lease or otherwise dispose of, preserve, maintain,
complete, protect, replace or improve all or any part of the Charged Assets, to
carry on all or any part of the business of the Company or to take any steps or
proceedings for any such purposes. Neither the Secured Party nor any receiver
appointed by it shall have any obligation to take any steps or proceedings to
preserve rights against prior parties to or in respect of all or any part of the
Charged Assets, whether or not in its possession and neither the Secured Party
nor any receiver appointed by it shall be liable for failure to do so. Subject
to the foregoing, the Secured Party shall use reasonable care in the custody and
preservation of the Charged Assets in its possession.

17. Subject to the provisions of the Indenture, any and all payments made in
respect of the indebtedness and liability secured by this debenture from time to
time may be applied to such part or parts of the indebtedness and liability
secured by this debenture as the Secured Party may see fit, and the Secured
Party shall at all times and from time to time have the right to change any
appropriation as the Secured Party may see fit.

18. Upon any sale of the Charged Assets by the Secured Party (including, without
limitation, pursuant to a power of sale granted by statute or under a judicial
proceeding) the receipt of the Secured Party or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Charged
Assets so sold and such purchaser or purchasers shall not be obligated to see to
the application of any part of the purchase money paid over to the Secured Party
or such officer or be answerable in any way for the misapplication thereof.

H. RIGHTS OF THE SECURED PARTY

19. The Secured Party may, in accordance with subparagraph 9(c) of this
debenture, pay and satisfy the whole or any part of any Liens, taxes, rates,
charges or encumbrances now or hereafter existing in respect of any of the
Charged Assets (other than Permitted Encumbrances which are not in default) and
such payments together with all costs, charges and expenses which may be
incurred in connection with making such payments shall form part of the
indebtedness and liability secured by this debenture and shall be secured by the
mortgages, charges and security interests granted herein. In the event of the
Secured Party satisfying any such lien, charge or encumbrance, it shall be
entitled to all the equities and securities of the person or persons so paid and
is hereby authorized to obtain any discharge thereof and hold such discharge
without registration for so long as it may deem advisable to do so.


<PAGE>


                                                                             17.


20. The Company grants to the Secured Party the right to set off against any and
all accounts, credits or balances maintained by it with the Secured Party, the
aggregate amount of any of the indebtedness and liability secured by this
debenture provided the same is due.

21. The Secured Party, without exonerating in whole or in part the Company, may
grant time, renewals, extensions, indulgences, releases and discharges to, may
take securities from and give the same and any or all existing securities up to,
may abstain from taking securities from or from perfecting securities of, may
accept compositions from, and may otherwise deal with the Company and all other
persons and securities as the Secured Party may see fit.

22. Nothing herein shall obligate the Secured Party to extend or amend any
credit to the Company.

23. The Secured Party may, in accordance with the Indenture, assign, transfer
and deliver to any transferee any of the indebtedness and liability secured by
this debenture or any security or any documents or instruments held by the
Secured Party in respect thereof provided that no such assignment, transfer or
delivery shall release the Company from any of the indebtedness and liability
secured by this debenture; and thereafter the Secured Party shall be fully
discharged from all responsibility with respect to the indebtedness and
liability secured by this debenture and security, documents and instruments so
assigned, transferred or delivered. Such transferee shall be vested with all
powers and rights of the Secured Party under such security, documents or
instruments but the Secured Party shall retain all rights and powers with
respect to any such security, documents or instruments not so assigned,
transferred or delivered. The Company shall not assign any of its rights or
obligations hereunder without the prior written consent of the Secured Party.

24. The Secured Party is hereby authorized to file, record or register, as the
case may be, one or more financing statements, financing change statements or
other documents in all jurisdictions which the Secured Party deems necessary or
appropriate for the purpose of perfecting, confirming, continuing, enforcing or
protecting the security held by the Secured Party in respect of the indebtedness
and liability secured by this debenture.

25. The Company hereby appoints the Secured Party the attorney of such Company
solely for the purposes of carrying out the provisions of this debenture and
taking any action or executing any instrument which the Secured Party may deem


<PAGE>


                                                                             18.


necessary or advisable to accomplish the purposes herewith, which appointment is
irrevocable and coupled with an interest.

26. The Secured Party and such persons as the Secured Party may designate shall
have the right, at any reasonable time or times during Company's usual business
hours, and upon reasonable notice, (which may be by telephone) to inspect the
Charged Assets, all records related thereto (and to make extracts and copies
from such records) and the premises upon which any such Charged Assets are
located, to discuss the Company's affairs with the officers of the Company and
its independent accountants and to verify under reasonable procedures, the
validity, amount, quality, quantity, value and condition of or any other matter
relating to, such Charged Assets, including, in the case of accounts receivable
or Charged Assets in the possession of a third person, contacting account
debtors and third persons possessing such Charged Assets. The Secured Party
shall have the absolute right to share any information that it gains from such
inspection or verification with any or all of the Holders.

J. MISCELLANEOUS

27. If one or more of the provisions contained herein shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby.

28. No amendment of this debenture shall be binding unless executed in writing
by the party to be bound thereby.

29. Until the security hereby constituted shall have become enforceable, the
Company shall have quiet possession of the Charged Assets. Upon payment by the
Company, its successors or permitted assigns, of all indebtedness and liability
of the Company to the Secured Party secured hereby and the fulfilment of all
other obligations of the Company to the Secured Party secured hereby and
termination of the Company's guarantee given pursuant to the Indenture and
provided that the Secured Party is then under no obligation (conditional or
otherwise) to make any further loan or extend any other type of credit to the
Company or the Borrower, the Secured Party shall, upon request in writing by the
Company and at the Company's expense, discharge this debenture.

30. This debenture shall be construed in accordance with and be governed by the
laws of the Province of Ontario. For the purpose of legal proceedings, this


<PAGE>


                                                                             19.


debenture shall be deemed to have been made in the said Province and to be
performed therein and the courts of that Province shall have jurisdiction over
all disputes which may arise under this debenture. The Company hereby
irrevocably and unconditionally submits to the non-exclusive jurisdiction of
such courts, provided always that nothing herein contained shall prevent the
Secured Party from proceeding at its election against the Company in the courts
of any other province, country or jurisdiction.

31. The headings in this debenture are included for convenience of reference
only, and shall not constitute a part of this debenture for any other purpose.

32. This debenture is in addition to and not in substitution for any other
security now or hereafter held by the Secured Party and shall be general and
continuing security notwithstanding that the indebtedness and liability of the
Company to the Secured Party shall be at any time or from time to time fully
satisfied or paid.

33. This debenture and all its provisions shall enure to the benefit of the
Secured Party, its successors and assigns, and shall be binding on the Company,
its successors and permitted assigns.

34. Any demand or notice by the Secured Party in connection with this debenture
shall be given to the Company c/o SLM International, Inc. at the place and in
accordance with the terms set out in the Indenture for the giving of notices
thereunder.

35. In construing this debenture, terms herein shall have the same meaning as
defined in the Personal Property Security Act (Ontario), unless the context
otherwise requires and capitalized terms not defined herein will have the
meaning attributed to such terms in the Indenture. The word "Company", the
personal pronoun "it" or "its" and any verb relating thereto and used therewith
shall be read and construed as required by and in accordance with the context in
which such words are used depending upon whether the Company is one or more
individuals, corporations or partnerships and, if more than one, shall apply and
be binding upon each of them severally. The term "successors" shall include,
without limiting its meaning, any corporation resulting from the amalgamation of
a corporation with another corporation and, where the Company is a partnership,
any new partnership resulting from the admission of new partners or any other
change in the Company, including, without limiting the generality of the
foregoing, the death of any or all of the partners.


<PAGE>


                                                                             20.


35. The Secured Party acknowledges that it has entered into an Intercreditor
Agreement (as that term is defined in the Indenture). Notwithstanding the
foregoing, the Grantor agrees and acknowledges that the Intercreditor Agreement
does not provide the Grantor with any rights as a third party beneficiary or
otherwise.


<PAGE>


                                                                             21.

     IN WITNESS WHEREOF the Company has executed this debenture as of the 1st
day of April, 1997.

                                    #1 APPAREL CANADA INC.

                                    By: /s/ D Bruce Randall                  c/s
                                        ----------------------------------------
                                     title - SECRETARY
                                    I Have Authority to Bind the Corporation.


<PAGE>



                                  APPENDIX "A"

                       Legal description of freehold lands

FIRSTLY

In the Town of Mount Forest, in the County of Wellington and Province of Ontario
and being composed of Part of Lot Thirty-three (33), Concession One (1),
(formerly of the Township of Normanby), Part of Lot Ten (10) and Part of Duke
Street according to Foster's Survey of Part of the said Town of Mount Forest and
being more particularly described as follows:

PREMISING the Northwesterly limit of Sligo Road to have a bearing of North
Forty-five degrees, Thirty Minutes, Zero Zero Seconds East (N45(degree) 30'
00"E) and relating all bearings herein thereto;

COMMENCING at a Standard Iron Bar marking the most Southerly angle of said Lot
Ten (10);

THENCE North Forty-two Degrees, Fifty-six Minutes, Zero Zero Seconds West
(N42(degree) 56' 00"W) along the Northeasterly limit of Perth Street and the
Northwesterly production thereof, in all Eight Hundred and Six point Six One
Feet (806.61) to an Iron Bar planted in the line of a post and wire fence
marking the limit between the said Lot Thirty-three (33), Concession One (1) and
Division Three (3) of Lot Thirty-two (32), Concession One (1), Township of
Normanby;

THENCE North Forty-five Degrees, Zero Six Minutes, Fifty-five Seconds East
(N45(degree) 06' 55"E) along the said post and wire fence, Three Hundred and
Seventy-eight point Zero Eight Feet (378.08) feet to an Iron Bar planted;

THENCE South Forty-two Degrees, Fifty-six Minutes, Zero Zero Seconds East
(S42(degree) 56' 00"E), Eight Hundred and Nine point One Five Feet (809.15 feet)
to an Iron Bar planted in the Northwesterly limit of Sligo Road being also the
Southeasterly limit of the said Lot Ten (10);

THENCE South Forty-five Degrees, Thirty Minutes, Zero Zero Seconds West
(S45(degree) 30' 00"W) along the last mentioned limit, Three Hundred and
Seventy-eight Feet (378.00 feet) to the Point of Commencement, containing by
admeasurement 7.008 acres be the same more or less;

Being the lands described in Instrument No. 47626D.

SECONDLY

In the Town of Mount Forest, in the County of Wellington and Province of Ontario
and being composed of Part of Lot Thirty-three (33), Concession One (1),
(formerly of the Township of Normanby), Part of Lot Ten (10) and Part of Duke
Street (as closed by By-Law No. 2013, registered as Instrument No. 6730D)
according to Foster's Survey of Part of the said Town of Mount Forest and
designated as Part One (1) on Reference Plan No. 60R-1863.


<PAGE>






                                  APPENDIX "B"

                                List of Equipment

Intentionally blank.


<PAGE>



                                  APPENDIX "C"

                    Locations where Charged Property Located

MASKA-APPAREL PRODUCTS LOCATIONS

#1 APPAREL CANADA INC.                          HOLT MANUFACTURING CO., INC.
375 Sligo Road West                             P.O. Box 2017
P.O. Box 850                                    2208 Air Park Drive
Mount Forest, Ontario                           Burlington, N.C. 27216
N0G 2L0                                         USA

COMDYE INC.                                     KEBEC SUBLIME INC.
33 Louvain Street West                          8401 Ray-Lawson Boulevard
Montreal, Quebec                                Anjou, Quebec
H2N 1B2                                         H1J 1K6

CONFECTION ST-MATHIEU                           KNITRAMA FABRICS
3125 Bernard Pilon                              7801 Jarry East
Loc. H-8                                        Anjou, Quebec
St-Mathieu de Beloeil, Quebec                   H1J 1H3
J3G 4S5

CORALTEX INC.                                   PETE'S CRESTING LTD.
800 Melchers                                    1 Adelaide St. N., Unit 13
Berthierville, Quebec                           London, Ontario
J0K 1A0                                         N6B 3P8

CREATION JADE INC.                              PRIMOTEX KNITTING INC.
5699, rue Principale                            432 Isabey
Ascot Corner, Quebec                            St-Laurent, Quebec
J0B 1A0                                         H4T 1V3

DANSK                                           PRO-JOY
Marsvej 7-9                                     530 Governors Road
DK-7430, IKAST                                  Guelph, Ontario
DENMARK                                         N1K 1E3

FIN-PRINT INC.                                  TRICOTS J.T.S.
530 Governors Road                              500 Sauve West #104A
Guelph, Ontario                                 Montreal, Quebec
N1K 1E3                                         H3L 1Z8

CCM-HARDGOODS PRODUCTS LOCATIONS

BECKWITH BEMIS INC.                             LAMINATED TEXTILES LTD.
1145 Belanger                                   (LAMTEX)
Sherbrooke, Quebec                              155 Signet Drive
J1K 2B1                                         Weston Ontario
                                                M9L 1V1

SONATEX LAMINATING INC.                         TEXTILES M.T.C. LTEE
3335 North Service Road                         5575 Casgrain
Unit 2-3                                        Montreal, Quebec
Burlington, Ontario                             H2T 1Y1
L7N 3G2

3030 Ste-Anne Boulevard
Beauport, Quebec
G1E 6N1