[Logo] Province                   Charge/Mortgage of Land
       of Ontario        Form 2 - Land Registration Reform Act, 1984          B

                                        CERTIFICATE OF REGISTRATION
                                                   771376

                                           '97 APR 11 PM  3 44

FOR OFFICE USE ONLY
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New Property Identifiers     

                                                 Additional See Schedule  |    |
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Executions

                                                 Additional See Schedule  |    |
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(1) Registry  |X|     Land Titles | |   (2) Page 1 of 29 pages
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(3) Property        Block          Property
    Identifier(s)
                                                 Additional See Schedule  |    |
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(4) Principal Amount
ONE HUNDRED MILLION UNITED STATES 
                                   Dollars $100,000,000 U.S.
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(5) Description

    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 Town of Mount Forest, in the County of 
    Wellington and as more particularly described in the Schedule attached page
    23. Appendix "A".

    SEE SCHEDULE
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(6) This     (a) Redescription     (b) Schedule for
    Document     New Easement                         Additional
    Contains     Plan/Sketch  |  |     Description |X| Parties  | | Other |X|
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(7) Interest/Estate Charged
    Fee Simple

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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.          n/a
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(9) Payment Provisions  
    (a) Principal                 (b) Interest
        Amount $100,000,000 U.S.      Rate     SEE SCHEDULE % per annum
    (c) Calculation Period    SEE SCHEDULE
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        Interest    Y    M    D       Payment               
    (d) Payment                   (e) Date and              
        Date                          Period   SEE SCHEDULE 
        First       Y    M    D  
    (f) Payment                  
        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 Date                  (j) Insurance                Dollars $
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(10) Additional Provisions

THIS CHARGE IS A DEBENTURE

                                                               Continued on
                                                               Schedule    | x |
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(11) Chargor(s) The chargor hereby charges the land to the chargee

 ................................................................................

 ................................................................................
The chargor(s) acknowledge(s) receipt of a true copy           Date of Signature
of this charge.                                                 Y      M      D
Name(s)                        Signature(s)
#1 APPAREL CANADA INC.         /s/ D. Bruce Randall            1997    04    11
 ................................................................................
                               Per: D. Bruce Randall, Secretary

 ............................... ................................................

 ............................... ................................................
I/We have authority to bind the corporation

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(12) Spouse(s) of Chargor(s) I hereby consent to               Date of Signature
     this transaction.                                          Y      M      D
Name(s)                        Signature(s)

 ............................... ................................................

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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 CHASE MANHATTAN BANK

 ................................................................................

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(15) Chargeee(s) Address
     for service    633 Third Avenue, New York, New York, USA 10017 
                    Attention: Credit Deputy
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(16) Assessment Roll Number   Cty.  Mun.  Map  Sub.   Par
          of Property                                         NOT ASSIGNED
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(17) Municipal Address of Property           (18) Document Prepared by:
                                                  FRASER & BEATTY
                                                  P.O. BOX 100
     MULTIPLE                                     FIRST CANADIAN PLACE
                                                  TORONTO, ONTARIO M5X 1B2
                                                  ATT: R. Matheson
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FOR OFFICE USE ONLY
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                    FEES
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Registration Fee              50.00
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=======================================
    Total                     50.00
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<PAGE>

                                                       Gtee of U.S. Form (#1ACI)

                             #1 APPAREL CANADA INC.
           (Continued under the laws of the Province of New Brunswick)

                                    DEBENTURE                  $100,000,000 U.S.

A. PROMISE TO PAY

1. #1 APPAREL CANADA INC. (the "Company") for value received hereby agrees with
THE CHASE MANHATTAN BANK for its own benefit and for the pro rata benefit of
certain Lenders (as hereafter defined) from time to time (the "Secured Party")
that it will, subject to the provisions of that certain Delivery Agreement made
in favour of the Lenders by the Company of even date herewith (the "Delivery
Agreement") on demand pay to the Secured Party the principal sum of ONE HUNDRED
MILLION UNITED STATES DOLLARS ($100,000,000 U.S.). 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
sublease, leasehold 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
(collectively, the "Lands"); "real and
<PAGE>

                                                                              2.


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

            (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,
<PAGE>

                                                                              3.


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, its business and
undertaking and all its 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 assigned or 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

      (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 guarantee granted by the
Company to the Secured Party with respect to the obligations of SLM
International, Inc., Maska U.S., Inc. and #1 Apparel, Inc. (the "Borrowers")
dated as of April 1, 1997 (the "Guarantee") or the Credit Agreement dated as of
April 1, 1997 among the Borrowers and the Secured Party and certain lenders
named therein (such lenders, and any other lenders from time to time herein
called the "Lenders") (which, as amended, supplemented or restated from time to
time is herein called the "Credit Agreement") any other agreement with respect
to the indebtedness and 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 Guarantee 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, including the Credit Agreement, 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 any
guarantee for all or any of the indebtedness and liability under the Guarantee
or any indebtedness or liability secured hereby, or (iv) any other circumstance
which might otherwise
<PAGE>

                                                                              4.


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 85O
            Mount Forest, Ontario
            N0G 2L0;

      (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 other Charged Assets are presently at the locations set out in
            subparagraph 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
paragraph 3 hereof but may from time to time be located at other premises of the
Company in Ontario or Quebec. 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.
<PAGE>

                                                                              5.


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 30 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 that the Secured Party shall from this time forward be
exonerated and 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 encumbrances or other right
whatsoever except for the liens permitted under the Credit Agreement or
otherwise approved by the Secured Party in writing ("Permitted Encumbrances");

      (b) the Company is the sole owner of the Charged Assets (except for future
property);

      (c) the Company is duly incorporated and in good standing under the laws
of its jurisdiction of incorporation;

      (d) 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; and

      (e) the Company 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
<PAGE>

                                                                              6.


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.

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 Guarantee or the Credit Agreement;

            (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 Credit Agreement;

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

            (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 hereunder or an Event of Default under the Credit
                  Agreement;

            (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
<PAGE>

                                                                              7.


                  agreement from any lessor of such location as provided in
                  subparagraph 9(1) 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 Credit Agreement
                  or the security constituted by this debenture becoming
                  enforceable or any of the Charged Assets are sold other than
                  in the ordinary course of business of the Company and for the
                  purpose of carrying on such business save and except pursuant
                  to subsection 7.05(b) of the Credit Agreement, and 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 any Borrower under the
                  Credit Agreement to comply with its Obligations thereunder;

            (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 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;
<PAGE>

                                                                              8.


            (v)   at the Secured Party's request, cause all 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, notify the Secured
                  Party of any loss or destruction of, or substantial damage to,
                  any material portion of the Collateral (as defined in the
                  Credit Agreement), and any other matters materially affecting
                  the value, enforceability or collectibility of any of such
                  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) conduct a physical count of its inventory as provided in the
                  Credit Agreement.

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 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) 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;
<PAGE>

                                                                              9.


      (c) at its option, the Secured Party may discharge past due taxes, liens,
security interests 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, provided, however, that the Secured Party shall not
discharge such taxes, liens, security interests or other encumbrances or pay for
such maintenance or preservation prior to the occurrence and continuance of an
Event of Default under the Credit Agreement unless the Secured Party shall have
requested the Company to discharge such taxes, liens, security interests or
other encumbrances or pay such amounts (to the extent required by the Credit
Agreement) 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,
security interests, hypothecs, mortgages, 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 Alternate Base Rate plus the then
applicable Interest Margin both as defined in the Credit Agreement calculated
and payable as provided for in the Credit Agreement (the "Interest Rate");

      (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 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,
<PAGE>

                                                                             10.


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;

      (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 a material
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; and

      (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 such lease, this mortgage and charge shall attach
and extend to, and constitute a mortgage and charge of such freehold estate; and

      (1) 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
<PAGE>

                                                                             11.


lessor 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 as hereinbefore provided.

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
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 Lenders 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 of 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. The provisions of Article X of the Credit Agreement with respect to
the collection of receivables and the management of the Charged Assets are
hereby deemed incorporated herein in their entirety and shall be binding upon
the Company with respect to its accounts receivable as if set forth herein.

F. DEFAULT

14. All indebtedness and liability owing by the Company to the Secured Party and
hereby secured shall, at the option of the Secured Party but subject to the
provisions of the Delivery Agreement, become payable and the security hereby
constituted shall become enforceable upon 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
<PAGE>

                                                                             13.


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.

            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
<PAGE>

                                                                             14.


                  (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 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;

                  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
<PAGE>

                                                                             15.


                  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 the
                  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.

           (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 the 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.

The Secured Party shall not be responsible for any actions or errors of omission
by the receiver or receivers in exercising any such powers.

            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, 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
<PAGE>

                                                                             16.


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, 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, 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 its shall be liable for failure to
do so. Subject to the foregoing, the Secured Party shall use
<PAGE>

                                                                             17.

reasonable care in the custody and preservation of the Charged Assets in its
possession.

17. Unless the provisions of the Credit Agreement otherwise provide, 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 unless the provisions of the Credit Agreement otherwise provide,
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. The proceeds of any collection or sale of the Charged Assets, as well as any
Charged Asset consisting of cash, shall be applied by the Secured Party as
provided in section 16 of the Security Agreement among the Borrowers, SLM
Trademark Acquisition Corp., the Company, SLM Trademark Acquisition Canada
Corporation and the Lenders dated as of April 1, 1997 (the "Security
Agreement"). 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
<PAGE>

                                                                             18.


and hold such discharge without registration for so long as it may deem
advisable to do so.

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, upon the terms provided in the Credit Agreement,
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
<PAGE>

                                                                             19.


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
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 in the manner provided in the Credit Agreement 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. Subject to the conditions of the Guarantee or the
Credit Agreement, 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 Lenders.

I. BENEFIT TO THE LENDERS

27. All grants of mortgages, charges and security interests and all covenants
and agreements herein shall be for the benefit of the Secured Party and for the
pro rata benefit of the Lenders.

I. MISCELLANEOUS

28. 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 remaming provisions contained herein shall not in any way be affected or
impaired thereby.

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

30. 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
<PAGE>

                                                                             20.

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 Guarantee 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 Borrowers, the Secured Party shall, upon request in
writing by the Company, delivered to the Secured Party at 633 Third Avenue, New
York, New York, U.S.A. 10017 Attention: Credit Deputy, and at the Company's
expense, discharge this debenture. The security hereby constituted and the
charges hereunder shall automatically terminate in any of the Charged Assets
when they are sold or disposed of as permitted by the Credit Agreement or
hereunder or with the consent of the Secured Party. The Secured Party shall, at
the expense of the Company, promptly take such actions, and execute such
releases and financing change statements or other documents, which may be
reasonably requested by an interested party to evidence the termination and
releases contemplated hereby.

31. 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
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.

32. 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.

33. 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.

34. 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.

35. 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 Credit Agreement for the giving of
notices thereunder.
<PAGE>

                                                                             21.


36. 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. 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.

            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.
                                           ---------------------------
                                           D. Bruce Randall
                                           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(degrees) 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(degrees) 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(degrees) 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(degrees) 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(degrees) 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"

# 1 APPAREL CANADA
COMPUTER
12/31/96
Account # 0850-2360

              DESCRIPTION
FIXED ASSET ADDITIONS
--------------------------------------

IBM THINKPAD
IBM 4865X\25 4MB/212MB
COMPAQ PROLINEA 4\50 MDL 200
COMPAQ PROSIGNIA 4\66 MDL 1050
COMPAQ PROUNEA 4\50 MDL 200
COMPAQ PROLINEA 4\50 MDL 200
MICROSOFT OFFICE PRO
MC 12 PORT ETHERNET HUB
ETHERCARD ULTRA
ETHERCARD ULTRA
MC 12 PORT ETHERNET HUB
MC 12 PORT ETHERNET HUB
COMPAQ 32B1T NETFLEX CONTROLLER
AMERICAN POWER BACK UPS 1250
APC APSOO3 POWERCHUTE
NOVELL NETWARE 3.12-50 USERS
MICROSOFT MAIL SERVER
PERSOFT SMARTERM 420 WIN V3.0
PERSOFT SMARTERM 420 WIN 3.0-5LP
PERSOFT SMARTERM 420 WIN 3.O-5LP
HP SR ROUTER W\V.35 SYNC CABLE
ADAPTEC 1510A SCSI CONTROLLER
U.S. ROBOTICS FAX\MODEM
HP 4 PLUS LASER PRINTER
HP 4 PLUS LASER PRINTER
HP 4MB RAM UPGRADE MEM
HP 4MB RAM UPGRADE MEM
HP JETOIRECT CARD LJ4
HP JETDIRECT CARD LJ4
HP 500 SHEET PAPER TRAY ASSEMBLY
HP 500 SHEET PAPER TRAY ASSEMBLY
HP ENVELOPE FEEDER F\LJ4
HPLASERJET 4L
HP LASERJET 4L
HP12C POSTSCRIPT INKJET PRINTER
IBM 4226 LINE PRINTER
PRTMATE NOVEL 1OBSET
PRTMATE NOVEL 1OBSET
MICROSOFT OFFICE PRO V4.3 MLP
MICR9SOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.3 MLP
MICROSOFT OFFICE PRO V4.2 WIN MLP
MICROSOFT OFFICE PRO V4.2 WIN MLP
MICROSOFT OFFICE PRO V4.2 WIN MLP
MICROSOFT OFFICE PRO V4.2 WIN MLP
SMC ETHERCARD ULTRA 16T 6 PACK
SMC ETHERCARD ULTRA 16T 6 PACK
SMC ETHERCARD ULTRA 16T 6 PACK
IBM ETHERNET PCMCIA lOBASET
IBM ETHERNET PCMCIA lOBASET
POWERSURGES - 40
COMPAQ PROLINEA 4\50 MDL 200
COMPAQ PROLINEA 4\50 MDL 200
<PAGE>

# 1 APPAREL CANADA
COMPUTER
12/31/96
Account # 0850-2360

              DESCRIPTION
FIXED ASSET ADDITIONS
--------------------------------------

COMPAQ PROLINEA 4\50 MDL 200
COMPAQ PROLINEA 4\50 MDL 200
COMPAQ PROLINEA 4\50 MDL 200
COMPAQ PROLINEA 4\50 MDL 200
COMPAQ PROLINEA 4\50 MDL 200
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
TTL DESKPRO 386N\S\20 4MB SIMM
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ 14" SVGA MONITOR
COMPAQ PROLINEA 4\66 MDL 525
COMPAQ PROLINEA 4\66 MDL 525
ASANTE FRIENDLYNET 1OTA ADAPTR
ASANTE LITE NB1OT ADAPTER
ASANTE LITE NB1OT ADAPTER
ASANTE LITE NB1OT ADAPTER
ASANTE LITE NB1OLC ADAPTER
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL
IBM TCP/IP FOR DOS NETBIOS AL

HP 900 SERIES 800 MODEL G40
UPGRADE FROM 32MB MEMORY MODULE
ADD ON 32MB MEMORY MODULE
2 GB SE SCSI DISK
2 GB SE SCSI DISK
HALF-HEIGHT DDS\DAT DRIVE
4-8  GB DDS\DAT DRIVE
SYSTEM CONSOLE - GREEN SCREEN
HP-PB 16 PORT RS-232 DIRECT CONNECT MU
HP-UX 9.0 SERVER OPERATING SYSTEM
HP-UX 9.0 64 USER LICENSE FOR SERIES 800
HP-UX USER MEDIA ON DDS MEDIA
HP-UX 9.0 SYSTEM ADMIN DOCUMENTATION
HP-UX 9.0 USER GUIDES
1.3  KVA UPS
BBX - 64 USERS
INSTALLATION & CONFIGURATION
<PAGE>

# 1 APPAREL CANADA
COMPUTER
12/31/96
Account N 0850-2360

              DESCRIPTION
FIXED ASSET ADDITIONS
--------------------------------------

DFX 5000 EPSON PRINTER WITH STAND

SMC 3812TP/24 ETHER HUB
SMC 3812TP/24 ETHER HUB
SMC 3812TP/24 ETHER HUB

COMPAQ PROLINEA 4/50 270MB SYSTEM
COMPAQ PROLINEA 4/50 270MB SYSTEM
COMPAQ PROLINEA 4/50 270MB SYSTEM
COMPAQ PROLINEA 4/50 270MB SYSTEM
COMPAQ PROLINEA 4/50 270MB SYSTEM
COMPAQ 14" SCGA MONITOR
COMPAQ 14" SCGA MONITOR
COMPAQ 14" SCGA MONITOR
COMPAQ 14" SCGA MONITOR
COMPAQ 14" SCGA MONITOR
COMPAQ WARRANTY
COMPAQ WARRANTY
COMPAQ WARRANTY
COMPAQ WARRANTY
COMPAQ WARRANTY
PDI ETHERNET ADAPTER 16BIT
PDI ETHERNET ADAPTER 16BIT
PD1 ETHERNET ADAPTER 16BIT
PD1 ETHERNET ADAPTER 16BIT
PD1 ETHERNET ADAPTER 16BIT
MICROSOFT OFFICE 4.2 WIN MIP
MICROSOFT OFFICE 4.2 WIN MIP
MICROSOFT OFFICE 4.2 WIN MIP
MICROSOFT OFFICE 4.2 WIN MIP
MICROSOFT OFFICE 4.2 WIN MIP
AMERICAN POWER SURGE
AMERICAN POWER SURGE
AMERICAN POWER SURGE
AMERICAN POWER SURGE
AMERICAN POWER SURGE

-----------------------
HP LASER JET 4L PRINTER
-----------------------

-----------------------
CASTELLE LANPRESS 2P
-----------------------

ALLIED TELESYS TRANSCEIVER
NOVELL LAN WORKPLACE DOS S-U
NOVELL FKEX I/P 1.2C

ABACUS SERVICE & INSTALLATION

TARGET SIMMPLY RAM BOARD 
TTL 1MB SIMM MODULE 90NS

PANASONIC 24P1N WIDE CART PRINTER
SCANTEAM 2000 BARCODE WAND\RDR
SCANTEAM 2000 BARCODE WAND\RDR
ASANTE FN1OTA TRANSCEIVER

COMPAQ PROLINEA 4/50 MDL 200
COMPAQ PROLINEA 4/50 MDL 200
TTL DESKPRO 386N/S/20 4MB SIMM
TTL DESKPRO 386N/S/20 4MB SIMM
<PAGE>

# 1 APPAREL CANADA
COMPUTER
12/31/96
Account #0850-2360

              DESCRIPTION
FIXED ASSET ADDITIONS
--------------------------------------

COMPAQ 14" SVGA MONITOR
PDI ETHERNET ADAPTER 16BIT
PDI ETHERNET ADAPTER 16BIT
PANASONIC 24PIN WIDE CARR PRINTER
PANASONIC 24PIN WIDE CARR PRINTER
PANASONIC 24PIN WIDE CARR PRINTER

COMPAQ MONITOR

HAYES OPTIMA EXT MODEM

486/33 4/170

VAULT 433 486/33 4/170
VAULT 433 486/33 4/170 

IMPULSE NOTEBOOK

ZEBRA 140 PRINTER


SERVICE & INSTALLATION

28 - COMPAQ PROLINEA 4/50 270MB SYS
33 - KINGSTON 4MB MEMORY
28 - COMPAQ 14" SVGA MONITOR
28 - PDI ETHERNET ADAPTER 16BIT
SERVICE & INSTALLATION - 28 PC'S
MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT OFFICE 4.2 WIN MLP
SMC 12 PORT ETHERNET HUB
SMC 12 PORT ETHERNET HUB
SMC 12 PORT ETHERNET HUB
NOVELL 3.12 50 TO 100 UPGRADE
8 - AMERICAN POWER SURGE
8 - PERSOFT SMARTERM 420W1N 3.0-5LP
MS OFFICE 4.2 F\WIN LIC 20 USR
50 - KEYBOARD SKINS
AUI TO FIBER TRANSCEIVER
AUI TO FIBER TRANSCEIVER

ZEBRA 170X1 BAR CODE PRINTER 
LEDGETRONICS V1 .70 FOR DOS

MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT OFFICE 4.2 WIN MLP
MICROSOFT MAIL SERVER+1O 3.5

2934 PRINTER
LASERJET IV PRINTER

TTX 88 MG COMPUTER 
CITIZEN PRINTER
<PAGE>

# 1 APPAREL CANADA
COMPUTER
12/31/96
Account # 0850-2360

              DESCRIPTION
FIXED ASSET ADDITIONS
--------------------------------------

RANDY PC
RANDY PRINTER
SAMSUNG
PRINTER PANASONIC
EPSON PRINTER
BROTHER Ml809 PANASONIC
AAMAZING PC WORK TYPING
IBM PC LANA
PRINTER PANASONIC
PRINTER EPSON
IBM CINDY GRAHAM
IBM PC CREDIT
PRINTER KXP1180 PANASONIC
EPSON PC PAYROLL
PRINTER BROTHERS
IBM PC ERICA
PRINTER PANASONIC

======================================
1995 ADDITIONS

LEXMARK 4039 PRINTER WITH ETHERNET AD 
HP LASERJET 4 PLUS

1996 ADDITIONS
COMPAQ PROLINEA 575 8/630MB, 14" MONIT
COMPAQ PROLINEA 575 8/630MB, 14" MONIT
COMPAQ PROLINEA 575 8/630MB, 14" MONIT
COMPAQ PROLINEA 575 8/630MB, 14" MONIT
LASER TOUCH BAR CODE SCANNER
APPLE POWER MacINTOSH 7200/120
SEAGATE TAPE DRIVE
<PAGE>

                                  APPENDIX "C"

                    Locations where Charged Property Located

#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
NOG 2L0                                    USA

COMDYE NC.                                 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 Beloeii, Quebec              H1J 1H3
J3G 4S5

CORALTEX INC.                              PETE'S CRESTNG LTD.
800 Melchers                               1 Adelaide St.N., Unit 13
Berthierville, Quebec                      London, Ontario
JOK lAO                                    N6B 3P8

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

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

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

BECKWITH BEMIS NC.                         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 lYl
L7N 3G2

3030 Ste-Anne Boulevard
Beauport, Quebec
GlE 6N1