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                                   AGREEMENT

         THIS AGREEMENT, is made and entered into this _____ day of 
__________________, 1997, by and between Sport-Haley, Inc., a Colorado 
Corporation ("Sport-Haley") with principal offices at 4600 East 48th Avenue, 
Denver, CO 80216 and  _____________________________ (Distributor) with 
principal offices at:
______________________________________________________________________________

                                   RECITALS

         A.   Sport-Haley is the manufacturer and supplier of women's and 
men's sport apparel (collectively The Product).

         B.   Sport-Haley represents that, it is the exclusive manufacturer 
of the Product under various tradenames or trademarks, including, but not 
limited to, the tradename Haley and that it has the sole right to grant an 
exclusive license and/or distributorship to sell and promote the sale of the 
Product in the country/countries of ___________________________

         C.   Sport-Haley desires to grant to Distributor the exclusive right 
to distribute the Product in the country/countries of _____________________.  
NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, together with the mutual 
promises contained herein, the parties do hereby agree as follows:

         1.   SALES TERRITORY.  The Distributor shall be the exclusive 
distributor of the Product in the country/countries of ___________________
_____________________________ (the Territory).

         2.   SALE.  Sport-Haley shall cause to be manufactured, sold, and 
delivered to Distributor, the Product.

         3.   PRICE.  The prices to be charged to Distributor will be as set 
forth on Exhibit A attached hereto and incorporated herein by reference.  

         4.   PAYMENT.  The terms of payment are as set forth on Exhibit B 
attached hereto and incorporated herein by reference, entitled "Distribution 
Policies and Procedures." 

         5.   DELIVERY, FREIGHT, INSURANCE, AND EXPORT REQUIREMENTS.  
Delivery shall be F.O.B. Denver.  There shall be no responsibility of 
Sport-Haley for delivery, freight, carriage, insurance or licenses and 
official authorizations for customs compliance, and custom duties for 
exporting.

         6.   COVENANTS OF SPORT-HALEY.  Sport-Haley covenants as follows:

              a.   If the Distributor is not in default of payment, Sport-Haley
                   shall supply the Distributor with its product in the regular
                   course of its business in accordance with the terms and
                   provisions of this Agreement.

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              b.   Sport-Haley shall not knowingly supply the Product to third
                   parties for export to the defined Territory without the
                   prior written consent of the Distributor.

              c.   Sport-Haley shall furnish to Distributor ongoing technical
                   assistance as shall be reasonably necessary.  

         7.   COVENANTS OF DISTRIBUTOR.  Distributor shall maintain adequate 
sales service and warehouse facilities and shall use its best efforts to 
market and sell at wholesale and/or retail the Product, and shall make 
adequate advertising expenditures to promote and secure the maximum sale and 
distribution throughout the Territory.

              a.   The Distributor shall maintain facilities and a business and
                   sales organization to develop the distribution and sale of
                   the Product to retail and wholesale outlets.

              b.   The Distributor shall purchase and maintain an inventory of
                   the Product sufficient to meet the retail and wholesale
                   needs of the Territory.

              c.   Distributor shall pay promptly for the product in accordance
                   with the terms and provisions of this Agreement.

              d.   Distributor shall be solely responsible for any expense of
                   any kind whatsoever incurred by Distributor in the
                   advertising, sale, or distribution of the Product.

         8.   TERM OF AGREEMENT.  This Agreement shall be for an initial term 
of one year commencing from the date of execution of this Agreement.  Such 
Agreement shall be renewed automatically for successive one year periods 
unless terminated in accordance with the provisions of Paragraph 9 herein.

         9.   TERMINATION OF AGREEMENT.  This Agreement may be terminated as 
follows:

              a.   Either party on ninety (90) days prior written notice to
                   the other may terminate this Agreement, for any reason,
                   without prejudice to any rights of either party to monies
                   due or to become due under this Agreement.

              b.   If the Distributor is in default on any payment past due for
                   a period of thirty (30) days, or the Distributor defaults in
                   performing any of the other terms of this Agreement and
                   continues in default for a period of thirty (30) days after
                   written notice thereof or, if the Distributor is adjudicated
                   bankrupt or insolvent, or a receiver is appointed for it,
                   then Sport-Haley may terminate this Agreement by giving
                   notice to the Distributor at least thirty (30) days before
                   the time when such termination is to take effect, and
                   thereupon, this Agreement shall become void, without
                   prejudicing the rights of either parties to monies due or to
                   become due under this Agreement.

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              c.   Upon termination of this Agreement, for any reason, the
                   Distributor shall discontinue the use of Sport-Haley's
                   tradenames, logos, labels, or other advertising media and
                   shall remove all advertising relating thereto and in the
                   event of failure to do so, Sport-Haley may take whatever
                   action necessary to remove such advertising at the
                   Distributor's expense.

              d.   Upon the termination of this Agreement for any reason,
                   Sport-Haley shall have the option to repurchase the Product
                   in the possession of the Distributor and available for sale,
                   at prices originally billed to the Distributor and with
                   deductions for monies due or to become due to Sport-Haley
                   under this Agreement.  As to any of the Product not
                   repurchased by the company, the Distributor shall have the
                   right to dispose of the Product in the regular course of its
                   business, and for this purpose, the restrictions of
                   subparagraph 9(c) shall be deferred until twelve months
                   after termination of this Agreement.

         10.  CONTINGENCIES.  Sport-Haley shall not be liable for any delay 
in manufacture or delivery due to fires, strikes, labor disputes, or, civil 
commotion, delays in transportation, shortages of labor or material, or other 
causes beyond the control of Sport-Haley.  The existence of such causes of 
delay shall justify the suspension of manufacture, and shall extend the time 
of performance on the part of Sport-Haley to the extent necessary to enable 
it to make delivery in the exercise of reasonable diligence after the causes 
of delay have been removed.  However, in the event of the existence of any 
such causes of delay, Distributor may cancel the purchase of such portion of 
the Product as may have been subjected to such delay, provided such portion 
of the Product has not been manufactured nor is in the process of manufacture 
at the time of Distributor's notice of cancellation arrives at Sport-Haley's 
business address as set forth herein.

         11.  IMPORTATION.  The Distributor represents that the Product is 
purchased for the purpose of exportation to the country/countries of 
__________________________________________

         12.  TRADENAME.  The tradenames, trademarks and logos now used or 
hereafter acquired relating to the Product are the exclusive property of 
Sport-Haley.  Nothing in this Agreement shall be construed in any way which 
would give the Distributor any interest in such name, except the right to use 
it in connection with its sale by Distributor under this Agreement.  Upon 
termination of this Agreement, subject and terms and provisions of Paragraph 
9(d), the Distributor shall abandon all use of the tradenames, trademarks, 
and logos of the Product.

         13.  CONFIDENTIALITY; COMPETITION.  The design of the Product 
constitute trade secrets of Sport-Haley and are confidential.  It is 
understood by Distributor that the confidential nature of the design of the 
Product, is a legitimate business interest of Sport-Haley and it is necessary 
to protect such information by keeping it secret and confidential.  To 
protect Sport-Haley's trade secrets as well as their ability to operate as 
competitors in the marketplace, Distributor hereby agrees not to disclose, 
directly or indirectly, the trade secrets of Sport-Haley. This covenant will 
be effective upon execution of this Agreement.  

         During the term of this Agreement, Distributor agrees to not 
manufacture, carry, or distribute for sale, any product that utilizes the 
design of the Product or that competes with the Product of Sport-Haley 
without the prior written consent of Sport-Haley.

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         14.  BINDING EFFECT.  This Agreement shall be binding upon and inure 
to the benefit of the parties, their heirs, successors, representatives, and 
assigns.

         15.  NOTICE.  Any notice to be given by either party to the other in 
this Agreement shall be in writing, shall be addressed to the party, at the 
address specified at the beginning of this Agreement, and shall be deemed to 
be given when deposited in express overnight mail, prepaid, in the case of 
Sport-Haley, in the United States, and in the case of Distributor, in         
_______________________________________________________________.

         16.  GOVERNING LAW.  This Agreement and the performance of the 
parties hereunder shall be governed and interpreted in accordance with the 
laws of the State of Colorado.

         17.  JURISDICTION.  In the event of any dispute arising between the 
parties in connection with the performance of this Agreement, any appropriate 
state or federal court located in the City and County of Denver, State of 
Colorado, USA shall have exclusive jurisdiction over any case or controversy 
arising under or in connection with this Agreement and shall be a proper 
forum in which to adjudicate such case or controversy.

         18.  ENTIRE AGREEMENT.  This Agreement embodies the entire 
understanding of the parties and there are no other agreements or 
understandings, oral or written, between the parties relating to the subject 
matter hereof.

         19.  ASSIGNMENT.  This Agreement may be assigned by Sport-Haley in 
its sole and absolute discretion.  This Agreement shall not be assigned by 
Distributor and the performance of its duties shall not be delegated. 
Distributor shall have no right to grant sublicenses under this Agreement 
without the prior written consent of Sport-Haley, which consent may be 
withheld by Sport-Haley in its sole and absolute discretion.

         20.  MODIFICATION.  No modification or amendment of this Agreement 
shall be valid or binding upon the parties unless made in writing and signed 
on behalf of each of such parties by their respective representatives.

         Executed as of the day and year first above written.



SPORT-HALEY, INC.,
a Colorado Corporation                           (DISTRIBUTOR)



By:                                              By:
   --------------------------                       --------------------------
  
Title:                                           Title:
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