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STATE OF NORTH CAROLINA

COUNTY OF JOHNSTON


     THIS LEASE AGREEMENT, made as of this 1st day of April, 1998, between 
LARRY M. JONES AND ROBERTA C. JONES, hereinafter "Landlord", and B & L 
SPORTSWEAR, INC., a North Carolina corporation, hereinafter "Tenant." 

                                 W-I-T-N-E-S-S-E-T-H:

     That Landlord, in consideration of the rents, covenants and conditions 
herein contained, to be paid, kept and performed by Tenant, does hereby 
demise and lease to Tenant, and Tenant does hereby hire and lease from 
Landlord, those certain premises (the "Premises") hereinafter described.

     NOW, THEREFORE, for and in consideration of the payments to be made by 
Tenant and of the prompt and faithful performance of the covenants and 
conditions hereinafter to be performed, Landlord hereby leases to Tenant and 
Tenant takes and hires from Landlord those certain premises located on U.S. 
Highway 301 in or near the Town of Four Oaks, Johnston County, North 
Carolina, hereinafter referred to as the "Premises" and shown on the said 
plat attached hereto as Exhibit "A", (less and except the property outlined 
in blue on Exhibit B), together with the manufacturing buildings known as the 
B & L Sportswear Plant, hereinafter collectively referred to as the 
"Buildings", together with the non-exclusive right in common with others 
lawfully entitled thereto, to the use of the entrance and driveways to and 
from the Premises and U.S. Highway 301 South.


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     IN CONSIDERATION THEREOF, Landlord and Tenant agree as follows:

     1.   COVENANT OF TITLE AND QUIET ENJOYMENT:  Landlord covenants and 
warrants that Landlord alone has full right and lawful authority to enter 
into this Lease for the full term hereof; that Landlord is lawfully seized of 
the Premises in fee simple or has good title thereto sufficient to be able to 
convey this Leasehold and any easement or rights described and perform all 
conditions herein required, free and clear of all tenancies, restrictions and 
encumbrances, except those acceptable to Tenant, and that at all times during 
the term of this Lease and any extensions of said term, Tenant's quiet and 
peaceful enjoyment of the Premises and rights as provided herein, shall not 
be disturbed or interfered with by anyone.

     2.   (a)  INITIAL TERM:  The initial term of this Lease shall be for ten 
(10) years, commencing on the 1ST day of April, 1998, and expiring on the 
31st day of March, 2008, (a twelve-month period subsequent to the 
commencement date shall constitute a "Lease year," as hereinafter referred 
to.)

          (b) EXTENSION OF TERM:  It is agreed that, at the expiration of the 
initial term of this Lease, if this Lease shall then be in full force and 
effect and Tenant shall have performed all of its obligations, terms and 
conditions provided in this Lease, Tenant may, at its option, extend this 
Lease for two (2) additional terms of five (5) years each by giving to the 
Landlord written notice of its intention to do so not later than ninety (90) 
days prior to the end of the initial term or then existing term of this 
Lease; and in the event of such extension, all of the terms

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and conditions of this Lease applicable to the initial term of this Lease 
shall continue in full force and effect.  If Tenant fails to give said notice 
to Landlord within such time period, it shall be conclusively deemed that 
Tenant has elected not to renew and extend the then existing term of this 
Lease and this Lease shall terminate at the end of the then existing term.

     3.   RENT:  Subject to the provisions of Paragraph 6(b) providing for 
the payment of Additional Rent, Tenant shall pay to Landlord for the use of 
the Premises during the term of this Lease, the following rent:  Sixty-Four 
Thousand Nine Hundred Ninety One Dollars ($64,991.00) each Lease year of the 
Initial Term and any Extended Term payable in monthly installments of 
$5,415.92 each.

     All monthly payments of rent shall be paid on the 1st day of the month 
in advance, commencing on the 1st day of April, 1998, and shall be paid by 
Tenant to Landlord, at the address hereinafter designated for notices, 
without set-off and without further notice or demand, until Tenant is further 
notified by Landlord.  All rent shall be payable in the current legal tender 
of the United States of America.  Any extension of time for the payment of 
rent or the acceptance by Landlord or its agent of any money other than the 
kind or amount herein specified shall not be a waiver of the right of 
Landlord to insist upon the subsequent payments of rent being made in the 
manner and at the time herein specified.

     4.   USE:  The Premises may be used by Tenant for the operation of a 
clothing manufacturing plant and with the prior written consent of 
Landlord, which consent shall not be unreasonably withheld, for other

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commodities.  In no event shall the Premises or parking area be used for the 
storage of explosives, petroleum or products which create an obnoxious odor 
or fail to comply with the environmental requirements hereinafter set forth. 
Tenant shall have the right to erect upon the Buildings at the loading docks 
on the Premises, a sign in compliance with applicable governmental laws and 
regulations and Landlord's approval.  In occupying the Premises, Tenant shall 
comply with all laws, ordinances, orders and regulations of any lawful 
authority and shall keep the Premises in a neat and clean condition and shall 
comply with all requirements, ordinances, orders, and regulations of any 
lawful authority for the removal of snow and ice or other obstructions from 
sidewalks and driveways on the Premises and parking area.

     5.   TENANT'S EQUIPMENT AND STOCK:  Tenant shall have the right to 
deliver to and install in the Premises any equipment, trade fixtures, stock 
or other material to be used by it in the operation of its business.  All 
such equipment, trade fixtures and stock used shall be supplied and installed 
at the sole cost and expense of Tenant and shall at all times be the sole 
property of Tenant.  

     6.   ALTERATIONS TO PREMISES:  

     (a)  Tenant shall not, without Landlord's prior written consent, make any
alterations and additions to any part of the Buildings on the Premises.  All
alterations, decorations, installations, additions or improvements upon the
Premises, made by Landlord or Tenant, including, but not limited to, all wiring,
paneling, flooring and installation of walls, shall, unless Landlord elects
otherwise, become the property of

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Landlord, and shall remain upon, and be surrendered with the Premises, as a 
part thereof, at the end of the term or any renewal term, as the case may be. 
Provided, Tenant shall have the continuing right, without Landlord's consent, 
to erect, install, maintain, and operate on the Premises such equipment and 
fixtures as Tenant may deem advisable.  It is mutually agreed that with 
respect to the usual trade fixtures and equipment, that all such trade 
fixtures and equipment shall not be deemed to become part of the Premises but 
shall remain chattels and the sole and exclusive property of Tenant, except 
as otherwise provided in Paragraph 8 of this Lease.

     (b)  Landlord shall have the option of erecting or causing to be 
erected, at Landlord's expense, such structural additions to the Buildings on 
the Premises requested by Tenant at any time during the initial term or any 
extended term of this Lease, substantially in accordance with plans, 
specifications and estimated costs thereof,  prepared by Tenant and approved 
by Landlord.  Landlord may elect to (i) construct or cause to be constructed 
such structural additions requested by Tenant within a reasonable time after 
notice from Tenant, in a workmanlike manner.  In consideration thereof, 
Tenant shall pay to Landlord as Additional Rent an amount equal to ten 
percent (10%) of Landlord's cost of said improvements, said Additional Rent 
to be payable for the remaining part of the Lease year in which the 
improvements are completed and for each Lease year of the then existing term 
and any extended term thereafter, payable in equal monthly installments 
commencing on the first day of the month following completion of said 

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structural additions; Additional Rent shall be paid in a manner pursuant to 
Paragraph 3 of this Lease; or (ii) elect not to construct said structural 
additions, in which event Tenant may exercise its option to purchase the 
Premises in accordance with the terms and conditions set forth in Paragraph 
26 of this Lease.  All additions, alterations and improvements made in or to 
the Premises by either Landlord or Tenant shall become the property of the 
Landlord and be surrendered with the Premises at the termination of this 
Lease. 

     7.   REMOVAL OF EQUIPMENT AND FIXTURES:  Tenant shall have the right at 
any time during the term of this Lease and at the end of the term to enter 
upon and remove or cause to be removed from the Premises any of its equipment 
or trade fixtures.  All damage caused to the premises by such removal shall 
be repaired by Tenant within ten (10) days after removal; provided, however, 
that no such property shall be removed if such removal would cause permanent 
injury to the structure of the Buildings or Premises.  Any personal property 
of Tenant or any subtenant or assignee which shall remain in the Premises 
after the termination of this Lease and the removal of Tenant or such 
subtenant from the Premises, may, at the option of Landlord, be deemed to 
have been abandoned by Tenant or such subtenant or assignee and may be either 
retained by Landlord as its property or be disposed of, without 
accountability, in such a manner as Landlord may see fit (including having 
the same stored at the risk and expense of Tenant), or if Landlord shall give 
written notice to Tenant to such effect, such property shall be removed by 
Tenant at Tenant's sole cost and expense.  

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     The foregoing provisions of this paragraph shall be without prejudice to 
any election by Landlord that Tenant's failure to remove its property 
constitutes a holding over by Tenant.

     8.   MAINTENANCE AND REPAIRS:  Landlord shall keep the roof, exterior 
walls, foundations, load bearing walls and all structural parts of the 
Buildings on the Premises in good repair except for any damages thereto 
caused by the negligence of Tenant, its agents, servants and employees, which 
damages shall be promptly repaired by Tenant at Tenant's sole expense.  
Tenant acknowledges that at the time of the execution of this Lease, the 
roof, exterior walls, load bearing walls and all structural parts of the 
Buildings on the Premises are in good repair.  In the event of any leak in 
the roof, Tenant shall immediately report the same to Landlord.  Landlord 
shall not be responsible for any damage resulting from unreported leaks, or 
leaks which occur from damage and destruction beyond the control of Landlord.

     Landlord, at its sole cost and expense, shall make all other repairs to 
the interior of the Buildings on the Premises including the floor, electrical 
and plumbing repairs, except damages thereto caused by the negligence of the 
Tenant, its agents, servants, employees and invitees, which repairs shall be 
made by Tenant. Tenant agrees to maintain the interior of the Buildings in 
good repair, ordinary wear and tear excepted.  Landlord shall maintain the 
heating and air conditioning equipment during the first Lease year and Tenant 
shall maintain said equipment thereafter.  Upon the termination of this 
Lease, Tenant shall surrender the Premises and all attached improvements 
thereon to Landlord

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in as good a condition as existing at the time of its initial occupancy, 
ordinary wear and tear excepted.  If Tenant defaults in keeping or performing 
its obligations hereunder, Landlord shall have the right, after fifteen (15) 
days notice (except no notice need be sent in cases of emergency), to keep or 
perform Tenant's obligation in its behalf and the cost of the same shall be 
added to the next rent payment as the same becomes due.

     9.   UTILITY PAYMENTS:  Upon the presentation by Landlord to Tenant of a 
statement from Carolina Power and Light for the utility charges for the 
Buildings, Tenant shall pay the entire amount of said statement to Landlord 
within five (5) days thereafter.  Said amount shall be considered  additional 
rent.  Except with respect to the installation of additional utilities in 
connection with the construction of improvements pursuant to Paragraph 6(b) 
of this Lease, if Tenant desires additional utilities or additional propane 
or natural gas service on the Premises, any installation and all charges for 
the use thereof shall be at Tenant's expense.  Landlord shall not be required 
to furnish any security system.  Tenant may secure any gas supply and 
security system which Tenant may desire, at Tenant's expense.

     10.  TAXES AND ASSESSMENTS:  Tenant shall list and promptly pay as when 
the same become due and payable all taxes, levies and assessments upon the 
Premises during each year.  Tenant shall list and promptly pay when the same 
shall become due all taxes, levies and assessments upon the trade fixtures, 
equipment and other personal property located upon the Premises.

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     11.  FIRE INSURANCE:  Tenant shall maintain and pay all premiums 
required to keep the Premises, the Buildings and improvements thereon insured 
against loss or damage by fire and such other risks as may be included in the 
standard form of extended coverage from time to time available to the extent 
the full insurable value thereof.   Tenant shall keep, maintain, and pay such 
insurance as it deems reasonable and necessary to protect Tenant with respect 
to its equipment, inventory, contents and personal property located on the 
Premises. The proceeds of said policy or policies of insurance upon the 
Premises, Buildings and improvements thereon shall belong to Landlord and the 
proceeds thereof shall be applied by Landlord as hereinafter set forth.  The 
proceeds of insurance on Tenant's equipment, inventory, contents and personal 
property shall belong to Tenant.

     12.  SUBROGATION:  The parties hereto agree to use their best efforts to 
have any and all fire, extended coverage or any and all material damage 
insurance which may be carried pursuant to this Lease endorsed with the 
following subrogation clause:  "This insurance shall not be invalidated 
should the insured waive prior to a loss any or all right of recovery against 
any party for loss occurring to the property described herein."  Each party 
hereto hereby waives all claims for recovery from the other party for any 
loss or damage to any of its property insured under valid and collectible 
insurance policies to the extent of any recovery collectible under such 
insurance.

     13.  DAMAGE OR DESTRUCTION OF PREMISES:  If the part of the Buildings
located on the Premises shall be damaged by fire or other

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casualty during the term of this Lease, the following terms and conditions 
shall apply:

          (a)  If part of the Buildings on the Premises is damaged by fire or 
other casualty during the term or any extended term of this Lease, so that it 
can, with reasonable diligence, be repaired within sixty (60) days and 
entirely from the insurance proceeds available to Landlord, the Landlord 
shall have that part of the Buildings repaired as quickly as is reasonably 
possible and the rent shall be abated for such time and as to the extent that 
the Premises remains unfit for occupancy with respect to the intended use by 
Tenant.  In no event shall Landlord be required to repair the improvements 
upon the leased Premises at a cost greater than the insurance proceeds 
available to Landlord.

          (b)  If, during the term of this Lease, part of the Buildings  the 
Premises are damaged by fire or other casualty, so that it cannot, with 
reasonable diligence, be repaired within the time and in the manner and 
entirely from the insurance proceeds as set forth in sub-section (a) above, 
then either Landlord or Tenant may, at its option, notify the other party in 
writing of its intention to terminate said lease, said notice of termination 
to be given within fifteen (15) days of the date of the fire or other 
casualty, and Tenant shall not thereafter be responsible for the rent.  In 
the event that either Landlord or Tenant exercises the foregoing right to 
terminate this Lease, the proceeds from the insurance policies provided for 
under Paragraph 12 herein for the Premises shall belong to Landlord.  The 
proceeds from policies on

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Tenant's equipment, inventory, contents and personal property shall belong to 
Tenant.

     14.  EMINENT DOMAIN:  In the event the Premises shall be taken by or 
pursuant to any governmental authority or through the exercise of the right 
of eminent domain, Landlord and Tenant shall join and cooperate in resisting 
such proceeding if such resistance is feasible and desirable to Tenant and, 
if it is not, shall join and cooperate in prosecuting their respective claims 
for damages incurred from the successful exercise of such right or proceeding.

     If the whole of the Premises shall be taken or condemned by any 
competent authority for any public use or purpose during the term of this 
Lease, all obligations of the Tenant shall cease upon the date of the taking 
and any unearned rent paid by Tenant shall be refunded.  So much of the award 
as represents the value of the land and the Buildings and improvements shall 
belong to Landlord.  Tenant shall be entitled to all other damages which may 
be awarded based upon loss of its leasehold interest, signs, equipment or 
interruption of business.

     In the event that a part of the Premises shall be taken or condemned, 
and the taking in any other way reduces or damages the Premises to an extent 
that it may not be effectively used for the purposes hereof; then and in any 
such event the Tenant may, at any time either prior to or within a period of 
thirty (30) days after the date when possession of the Premises shall be 
required by the condemning authority, elect to terminate this Lease.  The 
separate awards shall belong to Landlord and Tenant respectively as 
hereinbefore set forth.

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In the event that Tenant shall fail to exercise any such option to terminate 
this Lease, or in the event that a part of the Premises shall be taken or 
condemned under circumstances under which the Tenant will have no such 
option, then in either such event this Lease shall continue in effect with 
respect to the portion of the Premises not so taken, and Tenant will, with 
all due diligence and with all proceeds of the award available for the 
Buildings and improvements, repair and restore the Premises or what may 
remain thereof to their former condition.  Any remaining part of the award 
shall be divided between Landlord and Tenant as hereinbefore set forth with 
respect to a taking of the whole of the Premises.  Upon the completion of 
such work, the monthly rent due Landlord under this Lease shall be reduced to 
reflect any loss sustained in area and usability.  In the event that 
agreement is not reached with respect to reduced rent, an appraisal shall be 
made by a competent appraiser selected by Landlord and Tenant, and the 
reduced rental shall be the amount determined by the appraiser to be the fair 
market rental.

     15.  INDEMNITY-LIABILITY INSURANCE:  Tenant agrees to save Landlord 
harmless and to indemnify Landlord from and against any and all claims by or 
on behalf of any person or entity arising from or relating to (i) Tenant's 
use, occupancy, conduct, operation or management of the Premises during the 
term or (ii) any work or thing whatsoever done or not done on the Premises by 
Tenant or any of its agents, contractors, servants, employees, licensees or 
invitees during the term, or (iii) any breach or default by Tenant in 
performing any of its obligations under the provisions of this Lease or 
applicable law, or (iv) any negligent,

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tortious or other act or omission of Tenant or any of its agents, 
contractors, servants, employees, licensees, or invitees (while on the 
Premises or on the parking area) during the term or any extended term of this 
Lease, as well as from and against all expenses and liabilities incurred in 
connection with any such claim or any action or proceeding brought thereon 
(including, by way of example rather than of limitation, the fees of 
attorneys, litigation expenses, investigations and experts), all regardless 
of whether such claim is asserted before or after the expiration of the term 
or any earlier termination of this Lease.  Tenant shall provide and keep in 
force during the term of this Lease and any extension of said term for the 
mutual benefit of Landlord and Tenant, commercial general liability insurance 
against claims for bodily injury, death or property damage with respect to 
the Premises and parking area, as the case may be, with the other party named 
as an additional insured, such insurance to afford minimum protection of not 
less than Two-Million Dollars ($2,000,000.00) combined single limit coverage 
per occurrence, in form approved by Landlord.  Tenant shall provide, also, 
Worker's Compensation insurance to comply with applicable state law.  Any of 
such insurance may be carried under a blanket policy covering the Premises 
and other locations of Tenant. Certificates of all policies of insurance 
shall be delivered to Landlord or a party designated by Landlord upon written 
request.

     16.  DEFAULT OF TENANT:  

          (a)  If Tenant shall fail to pay any installments of rent when due or
fail to keep and perform any other covenant of this Lease and if

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Tenant shall continue in any such failure or default for a period of fifteen 
(15) days in the event of non-payment of rent or thirty (30) days in the 
event of any other default after Landlord has given Tenant written notice 
thereof and demand for payment of rent or correction of default, as the case 
may be, Landlord may reenter the Premises and take possession of the same, 
including the Buildings, parking area, improvements and attached fixtures, 
other than the removable trade fixtures and equipment, either with or without 
process of law, and expel Tenant therefrom without prejudice to any other 
legal or equitable remedies available to Landlord.  No such entry by 
Landlord, either with or without process of law, shall bar Landlord from the 
recovery of damages as hereinafter set forth.  If any default shall occur 
(other than in the payment of rent) which cannot with due diligence be cured 
within a period of thirty (30) days, and Tenant, prior to the expiration of 
thirty (30) days from and after the giving of notice as aforesaid, commences 
to eliminate such default and proceeds diligently to take steps to cure the 
same, Landlord shall not have the right to reenter as hereinbefore provided.

          (b)  If Landlord elects to reenter, as herein provided, or should 
take possession of the Premises, Buildings and parking area pursuant to legal 
proceedings or pursuant to any notice provided for by law, Landlord may 
either terminate this Lease or may, from time to time without terminating 
this Lease and to mitigate damages, make such alterations and repairs as may 
be necessary in order to relet the Premises, and relet said Premises or any 
part thereof for such term or terms and at such rental and upon such other 
terms and conditions as

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Landlord may deem advisable; and, upon each such reletting, all rental 
received by Landlord from such reletting shall be applied, first, to payment 
of any indebtedness other than rent due hereunder from Tenant to Landlord; 
second, to the payment of any costs and expenses of any such reletting, 
including attorney's fees and costs of such alterations and repairs; third, 
to the payment of rent due and unpaid hereunder, and the residue, if any, 
shall be held by Landlord and applied in payment of future rent as the same 
may become due and payable hereunder.  If such rentals received from such 
reletting during any month be less than that to be paid during that month by 
Tenant hereunder, Tenant shall pay any such deficiency to Landlord.  Such 
deficiency shall be calculated and paid monthly by Tenant within ten (10) 
days after the receipt of said calculation from Landlord.  If such deficiency 
be not paid, Landlord may sue monthly, periodically or at the end of the term 
to recover the same with the other charges set forth herein, as Landlord may 
elect.  No such reentry or taking possession of said Premises by Landlord 
shall be construed as an election on its part to terminate this Lease unless 
a written notice of such intention be given to Tenant by Landlord.  
Notwithstanding any such reletting without termination, Landlord may at any 
time thereafter elect to terminate this Lease for such previous breach.  If 
Landlord at any time terminates this Lease for any breach, it shall be 
entitled to recover from Tenant the costs of recovering the Premises, 
reasonable attorney's fees and the worth at the time of such termination of 
the excess, if any, of the amount of rent and charges reserved in this Lease 
for the remainder of the term for which Tenant is

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obligated over the then reasonable rental value of the Premises for the 
remainder of the term for which Tenant is obligated.  

     17.  BANKRUPTCY:  In the event Tenant shall file a  voluntary petition 
in bankruptcy, or be by any court adjudicated a bankrupt or insolvent, or 
shall be placed in liquidation or reorganization, or a temporary or permanent 
receiver or trustee of Tenant's property shall be appointed by any court, or 
if Tenant shall make a general assignment, or if any execution or attachment 
shall be issued against Tenant, or any of Tenant's property, whereby the 
Premises shall be taken or occupied or attempted to be taken or occupied by 
someone other than Tenant, or if this Lease or any part thereof shall, by 
operation of law, devolve upon or pass to any person or persons other than 
Tenant, then Landlord shall have the right, at its option, to declare this 
Lease terminated, and from thenceforth it shall be lawful for Landlord to 
reenter and repossess itself of the Premises by force or otherwise and to 
dispossess and remove therefrom Tenant its legal representatives or other 
occupants thereof, and their effects, and to hold the same as if this Lease 
had not been made, and the Tenant hereby expressly waives notice of intention 
to reenter or instituting legal proceedings to that end.

     18.  ENVIRONMENTAL CONDITIONS COMPLIANCE:  Tenant shall not (either with 
or without negligence) cause or permit the escape, disposal or release of any 
biologically active or other hazardous substances or materials in any manner 
not sanctioned by law or by the highest standards prevailing in the industry 
for the storage and use of such substances or materials, nor allow to be 
brought into the Premises (as defined below)

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any such materials or substances.  Tenant covenants and agrees that it will 
do nothing that would cause the Premises to be in violation of existing or 
hereafter enacted statutes, laws, rules, ordinances, or orders, permits, and 
regulations of all state, federal, local, and other governmental and 
regulatory authorities, agencies, and bodies applicable to the Premises, 
pertaining to environmental matters, or regulating, prohibiting or otherwise 
having to do with petroleum asbestos and all other toxic, radioactive, or 
hazardous substances or material. 

     As used in this Lease, the term "hazardous substance' means any 
substance, element, compound, mixture, solution, waste, pollutant, 
contaminant or material that:  (i) is designated, defined or listed; (ii) has 
characteristics identified; or (iii) is considered hazardous, dangerous or 
toxic in, under or pursuant to any of the following; (a) the Federal Water 
Pollution Control Act; (b) the Comprehensive Environmental Response, 
Compensation and Liability Act, (c) the Solid Waste Disposal Act, (d) the 
Clean Air Act, (e) the Clean Water Act, (f) any "Superfund" or "Superlien" 
law, and (g) any other laws now or hereafter in effect.  All hereinafter 
collectively referred to as the "Laws".

     The term "hazardous substance" also means:  (a) any imminently 
hazardous, dangerous or toxic substance, element, compound, mixture, 
solution, waste, pollutant, contaminant or material that is subject to any 
action taken in, under or pursuant to the Toxic Substances Control Act; (b) 
any petroleum products or byproducts, including crude oil or any fraction 
thereof and any other liquid hydrocarbon, which is not specifically 
designated, defined or listed, or has no characteristics

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identified in, under or pursuant to any Laws, as well as natural gas, natural 
gas liquids, liquified natural gas, synthetic gas usable for fuel and any 
mixtures of any such natural gas or synthetic gas; and (c) any other 
substance, element, compound, mixture, solution, waste pollutant, contaminant 
or material which may pose a threat or risk of harm to human health property, 
the environment or the surface, soils, geologic materials, groundwater or air 
in, at, on, under, about or surrounding the Premises or Buildings or parking 
area.

     Tenant shall hold Landlord free, harmless, and indemnified from any 
penalty, fine, claim, demand, liability, cost, or charge of any kind 
whatsoever which Landlord shall incur, or which Landlord would otherwise 
incur, by reason of Tenant's failure to comply with any of the provisions 
herein, including, without limitation, (1) the cost of bringing the Premises 
into compliance with all Laws; (2) the cost of all appropriate or necessary 
tests and examinations of the Premises to confirm that the Premises have been 
brought into compliance with all Laws; and (3) the fees and expenses of 
Landlord"s attorneys, engineers, and consultants incurred by Landlord in 
enforcing or confirming compliance with the provisions herein.

     For the purpose of applying the covenants herein, the Premises shall 
also mean, refer to and include that part of the Buildings on the Premises, 
and all improvements thereon; all personal property used in connection with 
the Premises and parking area (including that owned by Tenant); and the soil, 
ground water, and surface water of the parking area described in this Lease.

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     The foregoing covenants and undertakings of Tenant contained herein 
shall nevertheless not apply to any condition or matter constituting a 
violation of any Laws:  (1) which existed prior to the commencement of 
Tenant's use or occupancy of the Premises or parking area or was not caused, 
in whole or in part, by Tenant or Tenant's agents, representatives, 
employees, officers, partners, contractors, licensees, or invitees; or (2) to 
the extent such violation is caused by the willful acts or negligence of 
Landlord or Landlord's agents, representatives, employees, officers, 
partners, contractors, licensees, or invitees.

     The covenants contained herein shall survive the expiration or 
termination of this Lease, and shall continue for so long as Landlord and its 
successors and assigns may be subject to any expense, liability, charge, 
penalty, or obligation against which Tenant has agreed to indemnify Landlord 
under the terms hereof.

     19.  ASSIGNMENT AND SUBLETTING:  Tenant may not, without the prior  
written consent of Landlord, sublet, assign or transfer this Lease to any 
person, natural or corporate, whomsoever.  In such event, however, Tenant 
shall remain primarily liable for the keeping and performance of all its 
covenants hereunder, including, but not limited to the prompt and due payment 
of rent.  The consent of Landlord shall not be unreasonably withheld, but it 
is agreed that the withholding of consent because of any sublessee, assignee 
or transferee engaging in a hazardous activity or creating additional expense 
to the Landlord shall not be deemed unreasonable.  

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     19.01  PERMITTED ASSIGNEES:  Notwithstanding the provisions of Paragraph 
19, and provided Tenant is not in default under any term or condition of this 
Lease, this Lease may be assigned to any corporation into or with which 
Tenant may be merged or consolidated or to any corporation which shall be an 
affiliate, subsidiary, parent or successor of Tenant, or of a corporation 
into or with which Tenant may be merged or consolidated, or to a partnership, 
the majority interest in which shall be owned by stockholders of Tenant or of 
any such corporation.  If there shall be an assignment to a corporation or 
partnership, referred to in the immediately preceding sentence, the 
provisions of Paragraph 19 with respect to assignment or subletting, shall 
then apply to such corporation or partnership.

     For the purpose of this Section a "subsidiary" or "affiliate" or a 
"successor" of Tenant shall mean the following:

     (a)  An "affiliate" shall mean any corporation which, directly or 
indirectly, controls or is controlled by or is under common control with 
Tenant. For purpose, "control" shall mean the possession, directly or 
indirectly, of the power to direct or cause the direction of the management 
and policies of such corporation whether through the ownership of voting 
securities or by contract or otherwise.

     (b)  A "subsidiary" shall mean any corporation not less than fifty 
percent (50%) of whose outstanding stock shall, at the time, be owned 
directly or indirectly by Tenant.

                                     - 20 -

<PAGE>


     (c)  A "successor" of Tenant shall mean:

          (i)  A corporation in which or with which Tenant, its corporate 
successors or assigns is merged or consolidated, in accordance with 
applicable statutory provisions for merger or consolidations of corporation, 
provided that by operation of law or by effective provisions contained in the 
instruments of merger or consolidation, the liabilities of the corporations 
participating in such merger or consolidation are assumed by the corporations 
surviving such merger or created by such consolidation, or

          (ii)  A corporation acquiring this Lease and the term hereby 
demised and a substantial portion of the property and assets or stock of 
Tenant, its corporate successors or assigns, or

          (iii) Any corporate successors to a successor corporation becoming 
such by either of the methods described in (i) or (ii), provided that on the 
completion of such merger, consolidation, acquisition, or assumption, the 
successor shall have a net worth of no less than Tenant's net worth 
immediately prior to such merger, consolidation, acquisition or assumption.

     Acquisition by Tenant or its corporate successors of a substantial 
portion of the assets, together with the assumption of all or substantially 
all of the obligations and liabilities of any corporation, shall be deemed a 
merger of such corporation into Tenant for the purpose of this Paragraph.

     Any assignment pursuant to this Paragraph 19.01 shall not release Tenant 
of its liability under this Lease.

                                     - 21 -

<PAGE>

     20.  WAIVER:  Any waiver at any time of any breach of any condition of 
this Lease shall extend only to the particular breach so waived and shall not 
impair or affect the existence of such condition or the right of Landlord 
thereafter to avail itself of any remedies for any breach thereof subsequent 
to any such waiver.  Failure or neglect of Landlord to act upon a breach of 
one or more of the covenants, terms and conditions of this Lease shall not be 
construed as a waiver of such breach or any subsequent breach or of any right 
created thereby.

     21.  RIGHTS OF PARTIES:  Each and every provision of this Lease shall 
bind and inure to the benefit of the parties hereto, their legal 
representatives, heirs, successors and assigns.  All provisions of this Lease 
apply in the plural sense where there is more than one Landlord and 
corporations, associations, partner-ships, individual males or females, shall 
be deemed fully included, and the neuter pronouns shall be construed to mean 
masculine or feminine, singular or plural, where such construction is 
necessary to make any provisions of this Lease applicable to any person, 
persons, firms, corporation, association, thing or act at any time.

     22.  NOTICES:  All notices authorized or required to be given to 
Landlord shall be in writing and shall be deemed to have been given when 
mailed by certified or registered mail with prepaid postage addressed to:  
Larry M. Jones and Roberta C. Jones, 3469 Batchelor Road, Nashville,  North 
Carolina 27856, and those authorized or required to be given to Tenant shall 
be in writing and shall be deemed to have been given when mailed in the same 
manner to B & L Sportswear, Inc., 4600 East 48th

                                    - 22 -

<PAGE>

Avenue, Denver, Colorado, 80216, subject to the right of either Landlord or 
Tenant to designate by notice in writing a new address to which said notices 
or demands must be sent.

     23.  RECORDATION OF MEMORANDUM OF LEASE:  Upon the request of either 
Landlord or Tenant, the other party will in good faith cooperate in the 
preparation and execution of a recordable instrument describing the parties, 
the leased Premises, any easement in connection therewith, any restrictions, 
the basic terms of this Lease and such other portions hereof as either party 
may desire to be included in such instrument.  The cost of preparing and 
recording such instrument shall be paid by the requesting party.

     24.  END OF TERM, HOLDING OVER AND ATTORNEY'S FEES: Upon the expiration 
of the term or other termination of this Lease, tenant shall quit and 
surrender to landlord the Premises, broom clean and in as good order and 
condition as the Premises were at the time of Tenant's occupancy thereof, 
ordinary wear and tear, damage by fire or other casualty not caused by 
Tenant, its servants, agents or employees and alterations, additions and 
improvements to the Premises consented to in writing by Landlord excepted, 
and Tenant shall remove from the Premises all of its property.

     If Tenant shall hold over after the expiration of the term or other 
termination of this Lease, such holding over shall not be deemed to be a 
renewal of this Lease but shall be deemed to create a tenancy from 
month-to-month and by such holding over Tenant shall be deemed to have 

                                     - 23 -

<PAGE>

agreed to be bound by all of the terms and conditions of this Lease except as 
to the term hereof.  

     If any rent owing under this Lease is collected by or through an 
attorney-at-law, Tenant agrees to pay Landlord's reasonable attorney's fees 
not in excess of fifteen (15%) percent (or if the statutes or other laws of 
the State of North Carolina in effect at the time of such collection limit 
the amount so payable as attorney's fees, then the maximum percentage not in 
excess of fifteen (15%) percent allowed by such laws or statutes) of the 
amount so collected.  The provisions of this Paragraph 24 do not exclude 
Landlord's rights of re-entry or any other right reserved hereunder.

     25.  SUBORDINATION: Tenant agrees that this Lease is and shall remain 
subject and subordinate to and may be assigned as security for any present 
and all future mortgages or deeds of trust which may now or hereafter affect 
this Lease or the Buildings or the real property upon which the Buildings is 
located and to and for all renewals, modifications, consolidations, 
replacements and extensions thereof.  This clause shall be self-operative and 
no further instrument shall be necessary to effect such subordination; 
however, Tenant shall execute promptly and deliver to Landlord any such 
certificate or certificates in writing as Landlord may request evidencing the 
subordination of this Lease to or the assignment of this Lease as additional 
security for such mortgage or deed of trust.  Landlord, however, shall 
exercise its best efforts to arrange with such mortgagee for an agreement 
providing that if, by foreclosure or otherwise, such holder, or any successor 
in
                                    - 24 -

<PAGE>

interest comes into possession of the Premises, becomes the owner of the 
Premises, or takes over the rights of Landlord in the Premises, it will not 
disturb the possession, use or enjoyment of the Premises by Tenant, its 
successors or assigns, or disaffirm this Lease or Tenant's rights or estate 
hereunder so long as Tenant's obligations are fully performed in accordance 
with terms of this Lease.

     26.  TENANT'S OPTION TO PURCHASE:

          (a)  OPTION TO PURCHASE:  Landlord grants to Tenant the option to 
purchase the Premises at the time, for the consideration, and upon the terms 
and conditions set forth below.

          (b)  OPTION DATE, TERM:   Tenant may purchase the Premises only on 
the option date.  For the purposes of this option, the term "option date" 
shall be a date thirty (30) days from the date Landlord notifies Tenant of 
Landlord's election not to construct structural additions requested by Tenant 
as provided in Paragraph 6(b) of this Lease. 

          (c)  EXERCISE OF OPTION:  Tenant's election to exercise this option 
must be evidenced by a written notice to Landlord not less than thirty (30) 
days prior to the option date, which notice shall be deemed to have been 
given when mailed by registered or certified mail, with postage prepaid, to 
the address of Landlord set forth in Paragraph 22, or any other new address 
which has been designated in writing to which  notices may be sent as 
provided in said Paragraph 22.

          (d)  OPTION PRICE:  The price to be paid by Tenant to Landlord for 
the Premises, if the option is exercised, shall be $714,902.85, plus

                                  - 25 -

<PAGE>

the cost to Landlord of any structural additions made by Landlord pursuant to 
Paragraph 6(b), plus ten percent (10%) of the costs to Landlord of said 
structural additions.

          (e)  EXPENSES, MORTGAGE:  The option price to be paid to Landlord, 
as provided above, shall be a net amount to Landlord and all expenses in 
connection with the transfer of the Premises, including, but not limited to, 
title insurance, recording fees, documentary stamps, and all other closing 
costs, shall be paid by Tenant.  The option price, reduced by the amount of 
any existing mortgage, shall be paid by Tenant in cash to landlord 
concurrently with the conveyance of the Premises by Landlord to Tenant.

          (f)  TRANSFER OF TITLE:  Except as provided below, Landlord shall 
convey the Premises to Tenant free and clear of any mortgage or other 
encumbrance.  Any such transfer shall be effected by a warranty deed 
containing special covenants of warranty by Landlord.

          (g)  FIRST DEED OF TRUST:  Tenant's rights under this option are 
and shall be subject and subordinate to any deed of trust constituting a 
first lien on the Premises, or any part thereof, whether such deed of trust 
has heretofore been, or may hereafter be, placed upon the Premises to secure 
an indebtedness to any savings bank, bank, trust company, or other 
institutional lender, private or public, and to any renewal, modification, 
consolidation, replacement, or extension of any such deed of trust.  This 
subordination is limited and relates only to a first mortgage securing an 
indebtedness that will not on any option date exceed the price at which this 
option may then be exercised on that

                                   - 26-

<PAGE>

date, as herein provided.  This subordination shall be self-operative and no 
further instrument of subordination shall be required.  Tenant shall, 
nevertheless, execute and deliver, from time to time, any instrument and 
certificate affirming and confirming such subordination that Landlord may 
reasonably request. Landlord will cause any such deed of trust to contain 
provisions requiring the holder of the indebtedness secured by deed of trust 
to mail to Tenant by registered mail, addressed to Tenant at its office as 
set forth in this Lease, a copy of each notice of breach of covenant, 
default, or foreclosure given by the holder or the trustee under such deed of 
trust to Landlord.  Notwithstanding the provisions of Paragraph 26(b), Tenant 
may, upon receiving notice of breach of covenant, default or foreclosure, 
under such deed of trust, exercise the option for the price and upon such 
other terms set forth in this Paragraph 26.

          (h)  PERFORMANCE OF LEASE:  The right to exercise this option is 
conditioned upon the faithful performance by Tenant of all its covenants, 
conditions, and agreement under this Lease, and the payment by Tenant of all 
rent and any other special payments as provided in this Lease to the date of 
the completion of the purchase of the property by Tenant.

          (i)  ADJUSTMENTS:  Adjustments and prorations of taxes, insurance 
premiums, and similar items shall be made as of the date of the closing of 
title.  

          (j)  ASSIGNMENT:  Tenant may not assign its rights under this 
option separately from all of its other rights under this Lease.

                                     - 27 -

<PAGE>

          (k)  TERMINATION:  If this Lease expires or is terminated in any 
manner or for any reason (except as the result of Landlord's failure to 
perform its covenants thereunder), all of Tenant's rights under this option 
shall cease, and this option shall be void.  This provision shall be 
applicable in all events, and despite a separate assignment by Tenant of its 
rights under this option.

     27.  ATTORNEYS FEES, COSTS:  If suit shall be brought for recovery of 
possession of the Premises, rent or any other amount due under the provisions 
of this Lease, or due to a breach of any covenant herein contained on the 
part of Tenant or Landlord to be kept or performed, and a breach shall be 
established, the prevailing party shall be entitled to its reasonable and 
necessary expense incurred therefor, including reasonable attorney's fees and 
court costs.

     28.  JUDICIAL INTERPRETATION:  Not withstanding the presumption of law 
whereby an ambiguity or conflict in provisions shall be construed against the 
drafter, the parties hereto hereby agree that although one party may have 
generated this Agreement, both parties have been represented by counsel, this 
Agreement has been heavily negotiated, and they have equally participated in 
the drafting of this Agreement.  Therefore, such presumption shall not be 
applied if any provision or term of this Agreement required judicial 
interpretation. 

         IN WITNESS WHEREOF, Landlord and Tenant have each executed or caused 
this Lease Agreement to be executed in duplicate originals in their behalf in 
the manner prescribed by law.

                                     - 28 -

<PAGE>

                              LANDLORD:


                                     /s/ Larry M. Jones        (SEAL)
                                     --------------------------
                                     LARRY M. JONES


                                     /s/ Roberta C. Jones      (SEAL)
                                     --------------------------
                                     ROBERTA C. JONES




                              TENANT:


                                     B & L SPORTSWEAR, INC.


ATTEST:                              BY:  /s/ Grant M. Beeman
                                          --------------------------
                                               Vice President
/s/ Steve S. Auger
--------------------------
     Secretary

(CORPORATE SEAL)




NORTH CAROLINA

COUNTY OF NASH       

     I, SHERYL L. HARRIS, a Notary Public of the County and State aforesaid, 
certify that LARRY M. JONES AND ROBERTA C. JONES, personally appeared before 
me this day and acknowledged the execution of the foregoing Lease Agreement.

     WITNESS my hand and notarial stamp or seal, this 24th day of March, 1998.

                                     /s/ Sheryl L. Harris
                                     --------------------------
                                          Notary Public

My Commission Expires: 6/30/01  


                                    - 29 -

<PAGE>


State of Colorado

COUNTY OF DENVER

     I, JOAN M. MELGARD, a Notary Public of the County and State aforesaid, 
certify that STEVE AUGER, personally appeared before me this day and 
acknowledged that he/she is Secretary of B & L SPORTSWEAR, INC., a North 
Carolina corporation, and that by authority duly given and as the act of the 
corporation, the foregoing Lease Agreement was signed in its name by its VICE 
President, sealed with its corporate seal and attested by himself/herself as 
its Secretary.

     WITNESS my hand and notarial stamp or seal, this 27th day of March, 1998.

                                 
                                     /s/ Joan M. Melgard
                                     --------------------------
                                          Notary Public

My Commission Expires: 8/2/99


                                     - 30 -