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<CONFORMED-NAME>ARIS INDUSTRIES INC
<CIK>0000100979
<ASSIGNED-SIC>2300
<IRS-NUMBER>221715274
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
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<STREET1>1411 BROADWAY
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
<PHONE>2126865050
</BUSINESS-ADDRESS>
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<CITY>NEW YORK
<STATE>NY
<ZIP>10018
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>MARCADE GROUP INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>UNISHOPS INC
<DATE-CHANGED>19810712
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<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarter ended                         (Commission File Number):  1-4814
June 30, 2000

                              ARIS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

          New York                                            22-1715274
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                             Identification No.)

                     1411 BROADWAY, NEW YORK, NEW YORK 10018
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 642-4300

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15 of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                       YES  X     NO
                           ---       ---

Number of shares of Common Stock outstanding                         79,686,265
As of August 11, 2000


<PAGE>





                              ARIS INDUSTRIES, INC.

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements
                       (Unaudited)
                a.     Consolidated Condensed Balance Sheets as
                       of June 30, 2000 and December 31, 1999                  3

                b.     Consolidated Condensed Statements of
                       Operations for the Six-Months Ended June
                       30, 2000 and June 30, 1999                              4

                c.     Consolidated Condensed Statements of
                       Operations for the Three-Months Ended
                       June 30, 2000 and June 30, 1999                         5

                d.     Consolidated Condensed Statements of Cash
                       Flows for the Six-Months Ended June 30,
                       2000 and June 30, 1999                                  6

                e.     Notes to Consolidated Condensed Financial
                       Statements                                              7

        Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                                    13

        Item 3. Quantitative and Qualitative Disclosures
                About Market Risk                                             18

PART II. OTHER INFORMATION

        Item 1. Legal Proceedings                                             19

        Item 2. Changes in Securities                                         19

        Item 3. Defaults upon Senior Securities                               19

        Item 4. Submission of Matters to a Vote of
                Security Holders                                              19

        Item 5. Other Information                                             19

        Item 6. Exhibits and Reports on Form 8-K                              19

SIGNATURES                                                                    20



<PAGE>
<TABLE>

                  ARIS INDUSTRIES, INC.
                     AND SUBSIDIARIES

          CONSOLIDATED CONDENSED BALANCE SHEETS
                       (Unaudited)

(in thousands, except per share data)
<CAPTION>
                                                                      June 30,   December 31,
ASSETS                                                                  2000        1999
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
Current assets:
   Cash and cash equivalents                                         $     362    $   1,109
   Receivables, net                                                     28,630       34,004
   Inventories                                                          28,551       18,233
   Prepaid expenses and other current assets                             1,560        2,509
                                                                     ---------    ---------

                Total current assets                                    59,103       55,855

Property and equipment, net                                             12,681       10,752

Goodwill, net                                                           37,088       37,894

Other assets                                                             2,073        1,616
                                                                     ---------    ---------

                TOTAL ASSETS                                         $ 110,945    $ 106,117
                                                                     =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Borrowings under revolving credit facility                        $  36,527    $  25,485
   Current portion of long-term debt                                     2,600        2,600
   Current portion of capitalized lease obligations                        988        1,755
   Accounts payable                                                     20,906       14,591
   Accrued expenses and other current liabilities                        5,002        4,005
                                                                     ---------    ---------
                Total current liabilities                               66,023       48,436

Long-term debt                                                          13,342       14,342
Capitalized lease obligations                                            2,127        1,818
Other liabilities                                                        2,472        2,270
                                                                     ---------    ---------
                Total liabilities                                       83,964       66,866

Commitments and contingencies

Stockholders' Equity:
   Preferred stock, $.01 par value: 10,000 shares authorized; none
      issued and outstanding                                              --           --
   Common stock, $.01 par value: 100,000 shares authorized
      79,544 issued and outstanding at June 30, 2000
      and 79,434 issued and outstanding at December 31, 1999               795          794
   Additional paid-in capital                                           80,571       80,324
   Accumulated deficit                                                 (54,021)     (41,399)
   Unearned compensation                                                  (364)        (468)

                                                                     ---------    ---------

                Total stockholders' equity                              26,981       39,251
                                                                     ---------    ---------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 110,945    $ 106,117
                                                                     =========    =========
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                      -3-

<PAGE>
<TABLE>

                ARIS INDUSTRIES, INC.
                  AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                     (Unaudited)
<CAPTION>
                                                                           Six-                Six-
(in thousands, except per share data)                                  Months Ended        Months Ended
                                                                          June 30,            June 30,
                                                                           2000                1999
                                                                      --------------      --------------
<S>                                                                       <C>                  <C>
Net Sales                                                                $ 87,086             $ 53,457
Cost of Sales                                                             (56,768)             (39,889)
                                                                         --------             --------
   Gross Profit                                                            30,318               13,568
Commission and Licensing Income                                             1,161                  536
                                                                         --------             --------
Income before operating expenses, interest expense and income
   tax (provision) benefit                                                 31,479               14,104

Operating expenses:
   Selling and administrative expenses                                    (38,641)             (15,508)
   Start-up costs                                                          (1,633)                --
   Restructuring and other costs                                           (1,253)              (8,001)
                                                                         --------             --------
Loss before interest expense and income tax
   (provision) benefit                                                    (10,048)              (9,405)

Interest expense, net                                                      (2,503)              (1,589)
                                                                         --------             --------

Loss before income tax (provision) benefit                                (12,551)             (10,994)

Income tax (provision) benefit                                                (71)                 587
                                                                         --------             --------

Net loss                                                                 ($12,622)            ($10,407)
                                                                         ========             ========

Basic net loss per share:                                                ($  0.16)            ($  0.29)
                                                                         --------             --------
Diluted net loss per share:                                              ($  0.16)            ($  0.29)
                                                                         --------             --------

Per share data:
   Weighted average shares outstanding - Basic                             79,513               36,487
   Weighted average shares outstanding - Diluted                           79,513               36,487
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                      -4-

<PAGE>
<TABLE>

                ARIS INDUSTRIES, INC.
                  AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                     (Unaudited)
<CAPTION>
                                                                       Three-             Three-
(in thousands, except per share data)                                Months Ended       Months Ended
                                                                       June 30,           June 30,
                                                                         2000               1999
                                                                       --------           --------
<S>                                                                    <C>                <C>
Net Sales                                                              $ 44,200           $ 25,324
Cost of Sales                                                           (29,034)           (18,416)
                                                                       --------           --------
   Gross Profit                                                          15,166              6,908
Commission and Licensing Income                                             596                294
                                                                       --------           --------

Income before operating expenses, interest expense and income
   tax (provision) benefit                                               15,762              7,202

Operating expenses:
   Selling and administrative expenses                                  (19,318)            (8,095)
   Start-up costs                                                          (603)              --
   Restructuring and other costs                                           (129)            (1,850)

                                                                       --------           --------
Loss before interest expense and income tax
   (provision) benefit                                                   (4,288)            (2,743)

Interest expense, net                                                    (1,230)              (601)
                                                                       --------           --------


Loss before income tax (provision) benefit                               (5,518)            (3,344)

Income tax (provision) benefit                                              (10)               261
                                                                       --------           --------

Net loss                                                               ($ 5,528)          ($ 3,083)
                                                                       ========           ========



Basic net loss per share:                                              ($  0.07)          ($  0.07)
                                                                       --------           --------

Diluted net loss per share:                                            ($  0.07)          ($  0.07)
                                                                       --------           --------


Per share data:
   Weighted average shares outstanding - Basic                           79,541             46,035
   Weighted average shares outstanding - Diluted                         79,541             46,035
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                      -5-

<PAGE>
<TABLE>
         ARIS INDUSTRIES, INC.
         AND SUBSIDIARIES

         CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                                                                               Six-                  Six-
         (In thousands, except per share data)                                             Months Ended          Months Ended
                                                                                             June 30,              June 30,
                                                                                               2000                  1999
                                                                                             --------              --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                         <C>                   <C>
    Net loss                                                                                 ($12,622)             ($10,407)
                                                                                             --------              --------
     Adjustments to reconcile net loss to net cash (used in) provided by
      operating activities:
         Depreciation and amortization                                                          2,740                   537
         Issuance of notes in lieu of interest                                                   --                     108
         Non-cash stock based compensation                                                        293                  --
         Impairment of goodwill and other intangibles                                            --                   3,750
    Change in assets and liabilities :
         Decrease in receivables                                                                5,374                 5,787
         (Increase) / decrease in inventories                                                 (10,318)                7,330
         Decrease / (increase) in prepaid expenses and other current assets                       918                  (373)
         (Increase) / decrease in other assets                                                   (694)                    9
         Increase / (decrease) in accounts payable                                              6,315                (1,919)
         Increase / (decrease) in accrued expenses and other current liabilities                  997                (4,228)
         Increase in other liabilities                                                            202                    99
                                                                                             --------              --------
              Total Adjustments                                                                 5,827                11,100
                                                                                             --------              --------
                        Net cash (used in) provided by operating activities                    (6,795)                  693
                                                                                             --------              --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                       (3,417)                 (709)
                                                                                             --------              --------
                        Net cash used in investing activities                                  (3,417)                 (709)
                                                                                             --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt and capital leases                                            (1,636)               (4,583)
    Book overdraft                                                                                                      860
    Stock options exercised                                                                        59                    20
    Proceeds from the issuance of common                                                         --                  20,000
    Common stock issuance costs paid                                                             --                  (1,451)
    Increase (decrease) in borrowings under revolving credit facility                          11,042               (15,370)
                                                                                             --------              --------
                        Net cash provided by (used in) financing activities                     9,465                  (524)
                                                                                             --------              --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                        (747)                 (540)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                  1,109                 1,112
                                                                                             --------              --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                     $    362              $    572
                                                                                             ========              ========
Non-Cash Investing and Financing Activities:
    Capital Lease Obligations Incurred                                                       $    209              $  1,128
    Exchange of Series B Secured Notes for Common Stock                                          --                   4,846
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                      -6-

<PAGE>




                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The consolidated condensed financial statements as of June 30, 2000 and for the
three and six month periods ended June 30, 2000 and 1999, are unaudited and
reflect all adjustments consisting of normal recurring adjustments except for
restructuring and other costs (See Note 6) which are, in the opinion of
management, necessary for a fair presentation of financial position, operating
results and cash flows for the periods.

The consolidated condensed balance sheet as of December 31, 1999 was derived
from audited financial statements but does not include all disclosures required
by generally accepted accounting principles. The accompanying consolidated
condensed financial statements have been prepared in accordance with accounting
standards appropriate for interim financial statements and should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999. The
operating results for the three and six month periods ended June 30, 2000 are
not necessarily indicative of the operating results for the year ending December
31, 2000.

2.   LIQUIDITY AND BUSINESS RISKS

The Company's results through June 30, 2000 are within expectations. Based on
expected operating results for the remainder of fiscal 2000, as well as the
personal guarantees and collateral from the Company's chief executive officer,
the Company anticipates it will have adequate liquidity and capital to meet its
requirements for the fiscal year 2000.

3.   THE SIMON TRANSACTION

On February 26, 1999, the Company issued: (i) 24,107,145 shares of Common Stock
of the Company and 2,093,790 shares of Series A Preferred Stock of the Company
(which shares were converted into 20,937,900 shares of Common Stock on July 29,
1999), for $20,000,000 and (ii) redeemed the Series B Junior Secured Note (which
represented a total indebtedness of $10,658,000) in exchange for $4,000,000 in
cash and an aggregate of 5,892,856 shares of Common Stock and 512,113 shares of
Series A Preferred Stock (which shares were converted into 5,121,130 shares of
Common Stock on July 29, 1999), (the "Simon Purchase Transaction").







                                        7

<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.   ACQUISITIONS

On August 10, 1999, the Company consummated the merger of Lola, Inc. ("Lola"), a
California corporation, with and into Europe Craft Imports, Inc. ("ECI"), a New
Jersey corporation (the "Merger"), which is wholly owned by the Company.
Concurrent with the closing, ECI contributed all of the assets formerly owned by
Lola to XOXO Clothing Company, Incorporated, a Delaware corporation ("XOXO")
that is wholly owned by ECI. Lola's business consisted principally of the
manufacture and sale of women's apparel and accessories principally under the
"XOXO" name.

In connection with the acquisition, Lola's shareholders received $10,000,000 in
cash, 6,500,000 shares of the Company's common stock, valued at $1.50 per share
at the time of the acquisition, and options to purchase 1,150,000 shares of the
Company's common stock (valued at $805,000). In addition, the Company incurred
acquisition expenses which approximated $473,000. The acquisition was accounted
for under the purchase method of accounting, and accordingly, the operating
results have been included in the Company's consolidated results of operations
from the date of acquisition. The excess of the purchase price over the fair
values of assets acquired and liabilities assumed amounted to $22,774,000 and
has been recorded as goodwill. The goodwill is being amortized over a twenty
year useful life using the straight line method. In conjunction with the merger,
the Company obtained a $10,000,000 term loan and increased its line of credit
from $65,000,000 to $80,000,000 with a financial institution.


5.   DEBT

The Company's long-term indebtedness consists, in part, of its obligations to
BNY Financial Corporation ("BNY")under the Series A Junior Secured Note
Agreement dated June 30, 1993,as amended, pursuant to which BNY is currently
owed $6,942,000 plus interest at the rate of 7% per annum, with a final maturity
date of November 3, 2002. The principal of BNY's Note is payable on November 3
of each year as follows:
                             YEAR                  AMOUNT
                             ----                ----------
                             2000                $  600,000
                             2001                $1,100,000
                             2002                $5,242,000

BNY is also entitled to receive mandatory prepayments based upon 50% of certain
"excess cash flows" of the Company as defined in the Company's note agreements
with BNY.

The Company entered into a Financing Agreement with The CIT Commercial Services
Group, Inc. and certain other financial institutions, whereby such lenders
agreed to provide a revolving credit facility of up to $65,000,000, for working
capital, loans and letters of credit financing, which expires on February 26,
2002. The obligations under the Financing Agreement are collateralized by liens
on substantially all of the assets of the


                                        8

<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Company. For revolving credit loans, interest will accrue at the bank's prime
rate. For Eurodollar loans, interest will accrue at a rate per annum equal to
the Eurodollar rate (as defined) plus 2.5%. The Agreement contains various
financial and other covenants and conditions, including, but not limited to,
limitations on paying dividends, making acquisitions and incurring additional
indebtedness.

In connection with the XOXO transaction (See Note 3), the Company's loan
agreement was amended in August 1999 to increase the revolving credit line to
$80,000,000, and to provide for a term loan of $10,000,000. The term loan bears
interest at prime plus one-half percent and is payable in quarterly installments
of $500,000, plus interest, commencing January 1, 2000, with a balloon payment
of $5,500,000 on February 26, 2002, the maturity date. The Company is required
to make certain mandatory prepayments based upon "excess cash flows" as defined
in the amendment to the loan agreement.

During April 2000, the Company entered into an amendment of its Financing
Agreement with CIT Commercial Services Group, Inc. and certain other financial
institutions, under which the lenders waived compliance with certain covenant
requirements for 1999 which the Company was not in compliance with and amended
the covenants for the year ended December 31, 2000. In addition, the amendment
provides an overdraft facility based on seasonal needs. The amendment also
increased the interest rate on the Company's revolving credit facility to prime
plus one-quarter percent and increased the interest rate on the Company's term
loan to prime plus three-quarter percent. In connection with the waivers and
amendment, the Company's chief executive officer agreed to provide a personal
guarantee on $3 million of indebtedness outstanding under the Financing
Agreement through the later of October 31, 2000 or the date on which the Company
does not have over-advances under its revolving line of credit.

In June 2000, First A.H.S. Acquisition Corp. ("AHS") a company owned by the
Company's chief executive officer entered into an agreement (the "L/C
Agreement") with the Company's principal commercial lender to facilitate the
opening of up to $17,500,000 in letters of credit for inventory of products the
Company will eventually sell. Pursuant to the L/C Agreement, the chief executive
officer entered into a guaranty agreement limited to $7,000,000 of the
reimbursement of AHS' obligations under the L/C Agreement. It is contemplated
that AHS will retain title to the inventory until such time as the Company ships
such inventory to its customers at which time title will transfer the inventory
to the Company who will pay AHS for the inventory at its cost.


6.   START-UP COSTS OF NEW LICENSING OPERATIONS

During the six-months ended June 30, 2000, the Company incurred $1,633,000 of
start-up costs relating to various license agreements for which product launches
are scheduled for later in fiscal years 2000 and 2001. These start-up costs
consist of salaries, samples and related supplies directly attributable to newly
licensed operations. The


                                        9

<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Company expects to continue to incur such costs during the remainder of fiscal
2000 and fiscal 2001 in connection with several of its new license arrangements.


7.   RESTRUCTURING AND OTHER COSTS

During the six-months ended June 30, 2000 the Company recorded charges of
$1,253,000 associated with the continuing restructuring of its corporate office
and distribution facilities. These charges before taxes relate primarily to
employee severance costs.

During the first quarter ended March 31, 1999 in connection with the Simon
Purchase Transaction, the Company was required to obtain consents from the
licensor of its Perry Ellis licenses. As a condition to granting its consent,
such licensor required that the term of its licenses be shortened. Based on the
negative undiscounted net cash flows expected to be derived from these licenses
over their revised terms, intangible assets associated with the acquisition of
these licenses of $3,750,000 (included in goodwill) was deemed impaired and
written-off. In addition, the Company made a severance payment of approximately
$2,401,000 pursuant to the Retention Agreement between the Company and its
former president.

Additionally, during the second quarter ended June 30, 1999, the Company
commenced a restructuring of its operations and recorded a restructuring charge
of $1,850,000. The major components of the restructuring charges relate to
severance pay, estimated costs to exit and sub-lease certain facilities and
impairment charges related to fixed assets at the vacated facilities.


8.   INVENTORIES


                           June 30, 2000          December 31, 1999
                          --------------          -----------------
                          (In Thousands)            (In Thousands)
Finished Goods             $   21,913                 $   14,040
Work-in process                 2,982                      1,196
Raw materials                   3,656                      2,997
                               -------                    ------
                           $   28,551                 $   18,233
                           ===========                ==========



 .




                                       10

<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


9.   PER SHARE DATA

Basic (loss) income per common share is computed by dividing net (loss) income
available for common shareholders, by the weighted average number of shares of
common stock outstanding during each period. Diluted (loss) income per share is
computed assuming the conversion of stock options and warrants with a market
value greater than the exercise price.


--------------------------------------------------------------------------------
Six-Months Ended                           June 30, 2000         June 30, 1999
                                           (In thousands         (In thousands
                                            except per            except per
                                            share data)           share data)
--------------------------------------------------------------------------------
NUMERATOR:
  Net loss ............................      $(12,622)             $(10,407)
                                             ----------            --------
DENOMINATOR:
  Basic weighted average shares
    outstanding .......................        79,513                36,487
EFFECT OF DILUTED
SECURITIES:
   Stock Options                                   --                    --
                                             ----------            --------
   Diluted weighted average
shares outstanding ....................        79,513                36,487
                                             ========              ========

Basic net (loss) per share ............      $  (0.16)             $  (0.29)
                                             =========             ========
Diluted net (loss) per share ..........      $  (0.16)             $  (0.29)
                                             =========             ========
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Three-Months Ended                         June 30, 2000         June 30, 1999
                                           (In thousands         (In thousands
                                            except per            except per
                                            share data)           share data)
--------------------------------------------------------------------------------
NUMERATOR:
  Net loss ............................      $ (5,528)             $ (3,083)
                                             ----------            --------
DENOMINATOR:
  Basic weighted average shares
    outstanding .......................        79,541                46,035
EFFECT OF DILUTED
SECURITIES:
   Stock Options                                   --                    --
                                             --------              --------
   Diluted weighted average
shares outstanding ....................        79,541                46,035
                                             ========              ========

Basic net (loss) per share ............      $  (0.07)             $  (0.07)
                                             ========              ========
--------------------------------------------------------------------------------



                                       11

<PAGE>

                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


--------------------------------------------------------------------------------
Three-Months Ended                         June 30, 2000         June 30, 1999
                                           (In thousands         (In thousands
                                            except per            except per
                                            share data)           share data)
--------------------------------------------------------------------------------
Diluted net (loss) per share ..........      $  (0.07)             $  (0.07)
                                             =========             ========
--------------------------------------------------------------------------------

Options and warrants to purchase 10,947,145 and 3,309,677 shares of Common Stock
were outstanding as of June 30, 2000 and June 30, 1999, respectively, but were
not included in the computation of diluted earnings per share because the effect
would be anti-dilutive.




10.   COMMITMENTS AND CONTINGENCIES

Licensing Agreements

The Company has been granted several license agreements to manufacture and
distribute men's, women's and boys' outerwear, sportswear and activewear
products bearing the licensors' labels. The agreements expire at various dates
through 2011. The Company is required to make royalty and advertising payments
based on a percentage of sales, as defined in the respective agreements, subject
to minimum payment thresholds. Future minimum royalty and advertising payments
required under the license agreements are as follows (in thousands):


        2000.....................      $ 3,093
        2001.....................        4,524
        2002.....................        5,554
        2003.....................        6,445
        2004.....................        5,380
        Thereafter ..............        9,939
                                       -------
        Total minimum royalty
          and advertising payments     $34,935
                                       =======

In April 2000, Perry Ellis International and the Company mutually agreed not to
continue the "Perry Ellis America" Jeanswear license after the Year 2000.
Simultaneous with this agreement the Company and Perry Ellis International
agreed to renew the Company's Loungewear License Agreement through December 31,
2003.



Contingencies

The Company, in the ordinary course of its business, is the subject of, or a
party to, various pending or threatened legal actions. While it is not possible
at this time to predict the outcome of any litigation, in the opinion of
management any ultimate liability arising from these actions will not have a
material effect on the Company's financial position, results of operations or
cash flows.


                                       12

<PAGE>



                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following analysis of the financial condition and results of operations of
Aris Industries, Inc. (the "Company") for the three and six month periods ended
June 30, 2000 and June 30, 1999 should be read in conjunction with the
consolidated condensed financial statements, including the notes thereto,
included on pages 3 through 12 of this report.

FORWARD LOOKING STATEMENTS

Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended by Public Law 104-67. The Company cautions readers that
forward looking statements, including without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward looking statements, due to several important factors
herein identified, among others, and other risks and factors identified from
time to time in the Company's reports filed with the Securities and Exchange
Commission.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2000, the Company had a working capital deficit of approximately
$6,920,000 as compared to a working capital surplus of approximately $7,419,000
at December 31, 1999. The decrease in working capital was primarily due to the
Company's net loss incurred in the six-months ended June 30, 2000. In addition,
the working capital was negatively impacted by the build up of inventory for new
start-up brands which are scheduled to start shipping in the fourth quarter of
fiscal 2000. During the six months ended June 30, 2000, the Company financed its
working capital requirements and capital expenditures principally through its
credit facilities.

On February 26, 1999, simultaneous with the closing of the Simon Purchase
Transaction, the Company and its subsidiaries entered into a Financing Agreement
with CIT Commercial Services Group, Inc. ("CIT") and certain other financial
institutions, whereby such lenders agreed to provide a revolving credit facility
of up to $65,000,000 for working capital, loans and letters of credit financing,
which expires on February 26, 2002. The obligations under the Financing
Agreement are collateralized by liens on


                                       13

<PAGE>



substantially all of the assets of the Company. For revolving credit loans,
interest will accrue at the bank's prime rate. For Eurodollar loans, interest
will accrue at a rate per annum equal to the Eurodollar rate plus 2.5%. The
agreement evidencing the line of credit contains various financial and other
covenants and conditions, including, but not limited to, limitations on paying
dividends, making acquisitions and incurring additional indebtedness.

In connection with the XOXO transaction, the Company's Financing Agreement was
amended to increase the revolving credit line to $80,000,000, and to provide for
a term loan of $10,000,000. The term loan bears interest, which is paid monthly,
at prime plus one- half percent and principal is payable in quarterly
installments of $500,000, commencing January 1, 2000, with a balloon payment of
$5,500,000 on February 26, 2002, the maturity date. The Company is required to
make certain mandatory prepayments based upon "excess cash flows" as defined in
the amendment to the loan agreement.

During April 2000, the Company entered into an amendment of its Financing
Agreement with CIT Commercial Services Group, Inc. and certain other financial
institutions, under which the lenders waived compliance with certain covenant
requirements for 1999 which the Company was not in compliance with and amended
the covenants for the year ended December 31, 2000. In addition, the amendment
provides an overdraft facility based on seasonal needs. The amendment also
increased the interest rate on the Company's revolving credit facility to prime
plus one-quarter percent and increased the interest rate on the Company's term
loan to prime plus three-quarter percent. In connection with the waivers and
amendment, the Company's chief executive officer agreed to provide a personal
guarantee on $3 million of indebtedness outstanding under the Financing
Agreement through the later of October 31, 2000 or the date on which the Company
does not have over-advances under its revolving line of credit.

In June 2000, First A.H.S. Acquisition Corp. ("AHS") a company owned by the
Company's chief executive officer entered into an agreement (the "L/C
Agreement") with the Company's principal commercial lender to facilitate the
opening of up to $17,500,000 in letters of credit for inventory of products the
Company will eventually sell. Pursuant to the L/C Agreement, the chief executive
officer entered into a guaranty agreement limited to $7,000,000 of the
reimbursement of AHS' obligations under the L/C Agreement. It is contemplated
that AHS will retain title to the inventory until such time as the Company ships
such inventory to its customers at which time title will transfer the inventory
to the Company who will pay AHS for the inventory at its cost.

The Company's long-term indebtedness consists, in part, of its obligations to
BNY Financial Corporation ("BNY")under the Series A Junior Secured Note
Agreement dated June 30, 1993, pursuant to which BNY is owed $6,942,000,
including $1,042,000, representing the quarterly interest payments that were
deferred for the period February 1, 1996 through January 31, 1998 by agreement
with BNY in September 1997, plus interest at the rate of 7% per annum, with a


                                       14

<PAGE>



final maturity date of November 3, 2002. The principal of BNY's Note is payable
on November 3 of each year as follows:

                             YEAR            AMOUNT
                             ----            ------
                             2000           $  600,000
                             2001           $1,100,000
                             2002           $5,242,000

BNY is also entitled to receive mandatory prepayments based upon 50% of certain
"excess cash flows" of the Company as defined in the Company's note agreements
with BNY.

The Company's results through June 30, 2000 are within expectations. Based on
expected operating results for the remainder of fiscal 2000, as well as the
personal guarantees and collateral from the Company's chief executive officer,
the Company anticipates it will have adequate liquidity and capital to meet its
requirements for the fiscal year 2000.

RESULTS OF OPERATIONS

The Company reported net losses of $5,528,000 and $12,622,000 for the three and
six month periods ended June 30, 2000 respectively, compared to net losses of
$3,083,000 and $10,407,000 for the three and six month periods ended June 30,
1999.

The increase in the loss for the three month period ended June 30, 2000 was
primarily due to increases in interest expense and start-up costs of $603,000
associated with new licensing arrangements for which product launches are
scheduled for later in fiscal 2000 and 2001, which the Company had not yet
incurred in last years comparable quarter. In addition, the Company opened four
new XOXO outlet stores, in addition to the eight new stores opened since the
acquisition of XOXO on August 10, 1999, which incurred significant selling and
administrative expenses resulting in operating losses.

For the three-months ended June 30, 1999, the net loss was primarily
attributable to the Company's restructuring and other charges of $1,850,000
relating to the consolidation of operations and facilities. Such charges
consisted of severance pay, estimated costs to exit and sub-lease facilities and
impairment charges related to fixed assets at the vacated facilities.

The increase in the net loss for the six month period ended June 30, 2000 was
primarily due to increases in interest expense and start-up costs of $1,633,000
associated with new licensing arrangements for which product launches are
scheduled for later in fiscal 2000 and 2001, which the Company had not yet
incurred in last years comparable period. In addition, the Company opened twelve
XOXO outlet stores, since the acquisition of XOXO on August 10, 1999, which
incurred significant selling and administrative expenses resulting in operating
losses.

For the six-months ended June 30, 1999 the net loss was primarily attributable
to the Company's restructuring and other charges of $8,001,000 which consisted
of (i) $2,401,000 relating to a


                                       15

<PAGE>



severance payment made pursuant to a Retention Agreement between the Company and
its former President, (ii) a non-recurring charge of $3,750,000 in connection
with the write off of impaired goodwill (See Note 6 to the Financial Statements)
and (iii) additional charges of $1,850,000 relating to the consolidation of
operations and facilities.

NET SALES

The Company's net sales increased from $25,324,000 during the three-months ended
June 30, 1999 to $44,200,000 during the three-months ended June 30, 2000. This
increase of $18,876,000 was primarily due to the inclusion of XOXO's sales (XOXO
was acquired by the Company on August 10, 1999) of $21,403,000, including XOXO
outlet and retail store sales. In addition, the Company's net sales were
positively impacted by $2,848,000 in sales attributable to the roll out of the
Company's new "Baby Phat" product line and a sales increase in the Company's own
"Members Only" branded product line of $1,409,000. These increases in sales were
offset by a slow down in sales of the Company's "FUBU" product line of
$6,403,000, which was negatively impacted due to a negative retail environment,
along with a decrease of $381,000 attributable to discontinued lines and private
label sales.

The Company's net sales increased from $53,457,000 during the six-months ended
June 30, 1999 to $87,086,000 during the six-months ended June 30, 2000. This
increase of $33,629,000 was primarily due to the inclusion of XOXO's sales (XOXO
was acquired by the Company on August 10, 1999) of $44,030,000, including XOXO
outlet and retail store sales. In addition, the Company's net sales were
positively impacted by $4,044,000 in sales attributable to the roll out of the
Company's new "Baby Phat" product line. These increases in sales were offset by
a decrease in the "FUBU" product line of $11,846,000, which was negatively
impacted due to a negative retail environment, $1,075,000 in the "Members Only"
product lines and $1,524,000 attributable to discontinued lines and private
label sales.

GROSS PROFIT

Gross Profit for the three-months ended June 30, 2000 was $15,166,000 or 34.3%
of net sales compared to $6,908,000 or 27.3% of net sales for the three-months
ended June 30, 1999. Gross profit was positively impacted by sales of higher
margin XOXO (XOXO was acquired by the Company on August 10, 1999) and sales of
"Baby Phat" products. Sales of the "Baby Phat" product line commenced in April
2000. In addition, margins on "Perry Ellis" branded products improved compared
to last year when the Company liquidated prior season inventory at reduced
prices. Gross profit margins were negatively impacted by lower margins on the
Company's "FUBU" and "Members Only" product lines. Last year's gross profit was
also negatively impacted due to the liquidation of inventories on discontinued
divisions.

Gross Profit for the six-months ended June 30, 2000 was $30,318,000 or 34.8% of
net sales compared to $13,568,000 or 25.4% of net sales


                                       16

<PAGE>



for the six-months ended June 30, 1999. Gross profit was positively impacted by
sales of higher margin XOXO (XOXO was acquired by the Company on August 10,
1999) and "Baby Phat" products. Sales of the "Baby Phat" product line commenced
in April 2000. In addition, margins on "Perry Ellis" branded products improved
compared to last year when the Company liquidated prior season inventory at
reduced prices. Gross profit margins were negatively impacted by lower margins
on the Company's "FUBU" and "Members Only" product lines. Last years gross
profit was also negatively impacted due to the liquidation of inventories on
discontinued divisions.



SELLING AND ADMINISTRATIVE EXPENSES

Selling and Administrative expenses were $19,318,000 or 43.7% of net sales for
the three-months ended June 30, 2000 compared to $8,095,000 or 32.0% of net
sales for the three-months ended June 30, 1999. The increase in Selling and
Administrative expenses is attributable to the inclusion of XOXO's Selling and
Administrative expenses (XOXO was acquired on August 10, 1999) which include
approximately $936,000 of depreciation and goodwill amortization including XOXO
store operations. In addition, Selling and Administrative expenses have
increased due to the inclusion of the XOXO Retail and Outlet Stores which have
incurred significant selling and administrative expenses that exceeded their
sales due to the store's limited market exposure in the short time that they
have been operating. Also, the Company incurred $654,000 of selling and
administrative expenses attributable to the Company's "Brooks Brothers" golfwear
product line which started limited shipping in June 2000.

Selling and Administrative expenses were $38,641,000 or 44.4% of net sales for
the six-months ended June 30, 2000 compared to $15,508,000 or 29.0% of net sales
for the six-months ended June 30, 1999. The increase in Selling and
Administrative expenses is attributable to the inclusion of XOXO's Selling and
Administrative expenses (XOXO was acquired on August 10, 1999) which include
approximately $1,858,000 of depreciation and goodwill amortization including
XOXO store operations. In addition, Selling and Administrative expenses have
increased due to the inclusion of the XOXO Retail and Outlet Stores which have
incurred significant selling and administrative expenses that exceeded their
sales due to the store's limited market exposure in the short time that they
have been operating. Also, the Company incurred $654,000 of selling and
administrative expenses attributable to the Company's "Brooks Brothers" golfwear
product line which started limited shipping in June 2000.


START-UP COSTS OF NEW LICENSING OPERATIONS

During the three and six month periods ended June 30, 2000, the Company incurred
$603,000 and $1,633,000 respectively, of start-up costs relating to various
license agreements for which product launches are scheduled for later in fiscal
year's 2000 and 2001. These


                                       17

<PAGE>



start-up costs consist of salaries, samples and related supplies directly
attributable to newly licensed operations. The Company expects to continue to
incur such costs during the remainder of fiscal 2000 and 2001 in connection with
several of its new license arrangements.


RESTRUCTURING AND OTHER COSTS

During the three and six month periods ended June 30, 2000 the Company recorded
charges of $129,000 and $1,253,000 respectively, associated with the continuing
restructuring of its corporate office and distribution facilities. These charges
before taxes relate primarily to employee severance costs.

During the three and six month periods ended June 30, 1999 the Company recorded
charges of $1,850,000 and $8,001,000 respectively which consisted of (i)
$2,401,000 relating to a severance payment made pursuant to a Retention
Agreement between the Company and its former President, (ii) a non-recurring
charge of $3,750,000 in connection with the write off of impaired goodwill (See
Note 6) and (iii) additional charges of $1,850,000 relating to the consolidation
of operations and facilities.


INTEREST EXPENSE

Interest expense for the three-months ended June 30, 2000 increased by $629,000
or 104.7% compared to the three-month period ended June 30, 1999. This increase
was due to interest on the Company's $10,000,000 Term Loan dated August 10,
1999, the date of the XOXO acquisition, an increase in borrowings on the
Company's revolving credit facility, as well as increases in the prime lending
rate from 7.75% as of June 30, 1999 to 9.50% as of June 30, 2000. In addition,
the amendment to the Company's Financing Agreement increased the interest rate
on the Company's revolving credit facility from prime to prime plus one-quarter
percent and increased the interest rate on the Company's term loan from prime
plus one-half percent to prime plus three-quarter percent.

Interest expense for the six-months ended June 30, 2000 increased by $914,000 or
57.6% compared to the six-month period ended June 30, 1999. This increase was
due to interest on the Company's $10,000,000 Term Loan dated August 10, 1999,
the date of the XOXO acquisition, an increase in borrowings on the Company's
working capital facility, as well as increases in the prime lending rate from
7.75% as of June 30, 1999 to 9.50% as of June 30, 2000. In addition, the
amendment to the Company's Financing Agreement increased the interest rate on
the Company's revolving credit facility from prime to prime plus one-quarter
percent and increased the interest rate on the Company's term loan from prime
plus one-half percent to prime plus three-quarter percent.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



                                       18

<PAGE>



Not Applicable

                      PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------
None


ITEM 2 CHANGES IN SECURITIES
----------------------------
None


ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
None


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
None


ITEM 5. OTHER INFORMATION
-------------------------
None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
No reports were filed under Form 8-K







                                       19

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                      ARIS INDUSTRIES, INC.
                         (Registrant)


Date: August 11, 2000         By /s/
                                 --------------------------------------
                                 Paul Spector
                                 Chief Financial Officer / Treasurer














                                       20

<PAGE>



               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                                                                       Filed as Indicated Exhibit
                                                                       to Document Referenced in
  Exhibit No.                        Description                              Footnote No.
  -----------                        -----------                              ------------
<S>              <C>                                                             <C>
       2.        Second Amended Joint Plan of Reorganization dated March          (3)
                 26, 1993, as amended May 11 and June 9, 1993
                 (Note:  Annexes omitted)
      3.3        Restated Certificate of Incorporation filed on June 30, 1993     (3)
      3.4        Amended and Restated By-Laws effective June 30, 1993             (3)
      3.5        Amended and Restated Certificate of Incorporation filed on       (22)
                 July 29, 1999 increasing the authorized shares
      4.1        Specimen Certificate Evidencing Common Stock.                    (1)
     10.67       Series A Junior Secured Note Agreement dated as of June          (3)
                 30, 1993 between Registrant and BNY Financial
                 Corporation.
     10.68       Series A Junior Secured Note dated as of June 30, 1993           (3)
                 issued by Registrant to BNY Financial Corporation.
     10.72       Secondary Pledge Agreement dated as of June 30, 1993             (3)
                 between Registrant, BNY Financial Corporation and AIF II,
                 L.P.
     10.76       Equity Registration Rights Agreement dated as of June 30,        (3)
                 1993 among Registrant and the Holders of Registered Shares
                 Referred to Therein.
     10.79       Severance Agreement dated April 3, 1991 between                  (3)
                 Registrant and Paul Spector.
     10.80       1993 Stock Incentive Plan of Registrant, as amended by           (3)
                 Amendment No. 1 thereto dated June 24, 1993.
     10.99       Warrant dated September 30, 1996 issued by Aris Industries,      (10)
                 Inc. to Heller Financial, Inc.
     10.101      Amendment dated May 5, 1997 to Series A Junior Secured           (11)
                 Note Agreement dated as of June 30, 1993 between
                 Registrant and BNY Financial Corporation.
     10.103      Amendment dated June 18, 1997 to Series A Junior Secured         (13)
                 Note Agreement dated as of June 30, 1993 between
                 Registrant and BNY Financial Corporation.

</TABLE>


                                       21

<PAGE>


<TABLE>
<CAPTION>

                                                                       Filed as Indicated Exhibit
                                                                       to Document Referenced in
  Exhibit No.                        Description                              Footnote No.
  -----------                        -----------                              ------------
<S>              <C>                                                             <C>
     10.105      Asset Purchase Agreement dated as of July 15, 1997 among         (14)
                 Davco Industries, Inc., as Seller, Steven Arnold and
                 Christopher Healy as Shareholders of Seller, and Aris
                 Management Corp. (n/k/a ECI Sportswear, Inc.) , as
                 Purchaser.
     10.106      Shareholders Agreement dated as of July 15, 1997 among           (14)
                 Davco Industries, Inc., Steven Arnold, Christopher Healy,
                 Aris Management Corp. (n/k/a ECI Sportswear, Inc.), the
                 Registrant, Apollo Aris Partners, L.P. and Charles S. Ramat.
     10.107      Amendment dated July 18, 1997 to Series A Junior Secured         (14)
                 Note Agreement dated as of June 30, 1993 between
                 Registrant and BNY Financial Corporation.
     10.109      Amendment executed September 12, 1997 to Series A and            (15)
                 Series B Junior Secured Note Agreements dated as of June
                 30, 1993 between Registrant, BNY Financial Corporation
                 and AIF, L.P.
     10.111      Securities Purchase Agreement, dated as of February 26,          (17)
                 1999, between Aris Industries, Inc., Apollo Aris Partners,
                 L.P., AIF, L.P., The Simon Group, L.L.C. and Arnold
                 Simon.
     10.112      Shareholders Agreement, dated as of February 26, 1999,           (17)
                 between Aris Industries, Inc., Apollo Aris Partners, L.P.,
                 AIF, L.P., The Simon Group, L.L.C. and Charles S. Ramat.
     10.113      Equity Registration Rights Agreement, dated as of February       (17)
                 26, 1999, between Aris Industries, Inc., Apollo Aris
                 Partners, L.P., AIF, L.P., The Simon Group, L.L.C. and
                 Charles S. Ramat.
     10.114      Retention Agreement dated as of February 18, 1999 by and         (17)
                 between Aris Industries, Inc. and Charles S. Ramat.
     10.115      Financing  Agreement dated February 26, 1999 by and              (18)
                 among the Company and its Subsidiaries and CIT
                 Commercial Group, Inc. and the other Financial Industries
                 named therein.
     10.116       Employment Agreement effective as of March 1, 1999 with         (19)
                 Arnold Simon
     10.117      Employment Agreement effective as of March 1, 1999 with          (19)
                 David Fidlon
     10.118      Agreement of Lease made as of April 22, 1999 by and              (19)
                 between Erika Realty Trust, as Landlord, and Registrant, as
                 Tenant, for premises located at 89 West Rodney French
                 Blvd., New Bedford, Ma.
     10.119      First Amendment to CIT Financing Agreement dated as of           (20)
                 March 25, 1999.
     10.120      Employment Agreement effective as of June 7, 1999 with           (20)
                 Joseph Purritano
</TABLE>



                                       22

<PAGE>

<TABLE>
<CAPTION>

                                                                       Filed as Indicated Exhibit
                                                                       to Document Referenced in
  Exhibit No.                        Description                              Footnote No.
  -----------                        -----------                              ------------
<S>              <C>                                                             <C>
     10.121      Agreement and Plan of Merger dated July 19, 1999 by and          (21)
                 among Aris Industries, Inc., XOXO Acquisition Corp. and
                 Lola, Inc. and its shareholders ("Agreement and Plan of
                 Merger"). The exhibits and schedules to the Agreement and
                 Plan of Merger are listed on the last page of such Agreement.
                 Such exhibits and schedules have not been filed by the
                 Registrant, who hereby undertakes to file such exhibits and
                 schedules upon request of the Commission.
     10.122      Amendment No. 1 to Agreement and Plan of Merger                  (21)

     10.123      Employment Agreement by and among the Registrant, ECI,           (21)
                 ECI Sportswear, Inc. and XOXO and Gregg Fiene, dated
                 August 10, 1999
     10.124      Employment Agreement by and among the Registrant, ECI,           (21)
                 ECI Sportswear, Inc. and XOXO and Hollis Fiene, dated
                 August 10, 1999
     10.125      Shareholders' Agreement by and among the Registrant, The         (21)
                 Simon Group, LLC, Gregg Fiene, Michele Bohbot and Lynn
                 Hanson, dated August 10, 1999
     10.126      Amendment No. 2 to Financing Agreement by and among              (21)
                 Aris Industries, Inc., Europe Craft Imports, Inc., ECI
                 Sportswear, Inc., Stetson Clothing Company, Inc., XOXO;
                 the Financial Institutions from time to time party to the
                 Financing Agreement, as Lenders; and the CIT
                 Group/Commercial Services, Inc. as Agent, dated August 10,
                 1999
     10.127      Amended and Restated 1993 Stock Option Plan                      (16)
     10.128      Amendment No. 3 to Financing Agreement by and among              (23)
                 Aris Industries, Inc., Europe Craft Imports, Inc., ECI
                 Sportswear, Inc., Stetson Clothing Company, Inc., XOXO;
                 the Financial Institutions from time to time party to the
                 Financing Agreement, as Lenders; and the CIT
                 Group/Commercial Services, Inc. as Agent, dated February
                 15, 2000
     10.129      Waiver and Consent to Financing Agreement by and among           (23)
                 Aris Industries, Inc., Europe Craft Imports, Inc., ECI
                 Sportswear, Inc., Stetson Clothing Company, Inc., XOXO;
                 the Financial Institutions from time to time party to the
                 Financing Agreement, as Lenders; and the CIT
                 Group/Commercial Services, Inc. as Agent, dated April 1,
                 2000.
     10.130      Amendment No. 4 to Financing Agreement by and among              (23)
                 Aris Industries, Inc., Europe Craft Imports, Inc., ECI
                 Sportswear, Inc., Stetson Clothing Company, Inc., XOXO;
                 the Financial Institutions from time to time party to the
                 Financing Agreement, as Lenders; and the CIT
                 Group/Commercial Services, Inc. as Agent, dated April 30,
                 2000.
</TABLE>

                                       23
<PAGE>
<TABLE>
<S>              <C>                                                             <C>

     10.131      Employment Agreement effective as of May 26, 2000 with           (24)
                 Maurice Dickson

     10.132      Employment Agreement effective as of June 13, 2000 with          (24)
                 Steven Feiner
</TABLE>

(1)       Filed as the indicated Exhibit to the Annual Report of the Company on
          Form 10-K for the fiscal year ended February 2, 1991 and incorporated
          herein by reference.

(2)       Omitted.

(3)       Filed as the indicated Exhibit to the Report on Form 8-K dated June
          30, 1993 and incorporated herein by reference.

(4)-(9)   Omitted.

(10)      Filed as the indicated Exhibit to the Report on Form 8-K dated
          September 30, 1996 and incorporated herein by reference.

(11)      Filed as the indicated Exhibit to the Annual Report of the Company on
          Form 10-K for the fiscal year ended December 31, 1996 and incorporated
          herein by reference.

(12)      Omitted.

(13)      Filed as the indicated Exhibit to the Report on Form 8-K dated June
          18, 1997 and incorporated herein by reference.

(14)      Filed as the indicated Exhibit to the Report on Form 8-K dated July
          15, 1997 and incorporated herein by reference.

(15)      Filed as the indicated Exhibit to the Report on Form 8-K dated
          September 12, 1997 and incorporated herein by reference.

(16)      Files as Annex A to the Company's Proxy Statement filed with the
          Commission on May 27, 1999, and incorporated herein by reference.

(17)      Filed as the indicated Exhibit to the Report on Form 8-K dated
          February 26, 1999 and incorporated herein by reference.

(18)      Filed as the indicated Exhibit to the Annual Report of the Company on
          Form 10-K for the year ended December 31, 1998 and incorporated herein
          by reference.

(19)      Filed as the indicated Exhibit to the Report on Form 10-Q dated March
          31, 1999 and incorporated herein by reference.

(20)      Filed as the indicated Exhibit to the Report on Form 10Q dated June
          30, 1999 and incorporated herein by reference.

(21)      Filed as the indicated Exhibit to the Report on Form 8-K dated August
          10, 1999 and incorporated herein by reference

(22)      Filed as the indicated Exhibit to the Report on Form 10Q dated
          September 30, 1999 and incorporated herein by reference.

(23)      Filed as the indicated Exhibit to the Report on Form 10Q dated March
          31, 2000 and incorporated herein by reference.



                                       24

<PAGE>


(24)           Filed  herewith.











                                       25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(131)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DICKERSON
<TEXT>


                                                                EXECUTION COPY

                             EMPLOYMENT AGREEMENT

      This Agreement (the "Agreement") effective as of May 26, 2000 is made by
and among Aris Industries, Inc., a New York corporation (the "Company"), Europe
Craft Imports, Inc. and ECI Sportswear, Inc. (the "Subsidiaries"), and Maurice
Dickson (the "Executive"). The Company and the Subsidiaries are collectively
referred to in this Agreement as the "Company" unless otherwise required by the
specific context of a particular provision hereof.

                               R E C I T A L S:
                               - - - - - - - -

      A.    The Executive is currently a consultant to the Company and the
Subsidiaries.

      B.    The Company desires to continue the services of the Executive as
Executive Vice President and Chief Operating Officer of the Company and the
Subsidiaries.

      C.    The Executive is willing to serve as Executive Vice President and
Chief Operating Officer of the Company and the Subsidiaries (so long as they are
subsidiaries of the Company) and is willing to accept employment by the Company
on the terms set forth herein.

            NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and other good and valuable consideration, the
Company, the Subsidiaries and the Executive hereby agree as follows:

      1.    Definitions.
            -----------
            1.1 "Affiliate" means any Person controlling, controlled by or under
common control with the Company.

            1.2 "Board" means the Board of Directors of the Company and/or the
Subsidiaries.



                                       -1-


<PAGE>


                                                                EXECUTION COPY

            1.3 "Cause" means (a) the Executive is convicted of or pleads guilty
to a felony involving dishonesty as against the Company or the Subsidiaries, (b)
the Executive is convicted of a felony not involving the Company, and after
exhausting all rights of appeal, is obligated to serve ten (10) or more days in
prison or pay a fine of more than Five Hundred Thousand ($500,000) Dollars, or
(c) the Executive, in carrying out the Executive's duties and responsibilities
under this Agreement, is guilty of gross neglect or gross misconduct resulting,
in either case, in material economic harm to the Company and/or the
Subsidiaries, unless such act, or failure to act, was reasonably believed by the
Executive in good faith, using reasonable judgment under the circumstances, to
be in the best interests of the Company and/or the Subsidiaries.

            1.4 "Date of Termination" means (a) in the case of a termination for
which a Notice of Termination (as hereinafter defined in Section 6.6) is
required, the date of actual receipt of such Notice of Termination or, if later,
the date specified therein, as the case may be, and (b) in all other cases, the
actual date on which the Executive's employment terminates during the Term of
Employment (as hereinafter defined in Section 3) (it being understood that
nothing contained in this definition of "Date of Termination" shall affect any
of the cure rights provided to the Executive or the Company in this Agreement).

            1.5 "Disability" means the Executive's inability to render, for a
period of nine consecutive months, services hereunder.

            1.6 "Adjusted EBITDA" means for any fiscal year the sum of (a) the
net income of the Company and its subsidiaries on a consolidated basis for such
fiscal year as determined in accordance with GAAP except as specifically noted
below in this definition, (b)



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taxes in respect of income, (c) interest for money borrowed, (d) depreciation,
(e) amortization and (f) factoring fees, charges and expenses, provided that the
following shall be excluded from Adjusted EBITDA: (A) extraordinary, unusual or
non-recurring expenses including, without limitation, restructuring charges,
severance payments, duplicative lease payments and write-downs of any assets on
the Company's books as of December 31, 1999, (B) gains and losses from financing
transactions and (C) losses from the sale or other disposition of material
assets (other than inventory) outside of the ordinary course of business; and
(D) to the extent that, in connection with or otherwise related to the
performance of a material arrangement with a licensor in the year such license
arrangement is entered into the revenues, if any, associated with such license
are exceeded by the costs and expenses (including general and administrative
expenses related thereto) associated with such license (thereby resulting in a
net reduction in Adjusted EBITDA). It is understood and agreed that there shall
be an appropriate calculation so that the amount of any bonus payable in respect
of any fiscal year pursuant to Section 5.2 shall not reduce the Adjusted EBITDA
for the purpose of calculating the bonus under Section 5.2.

            1.7 "Good Reason" means and shall be deemed to exist if (a) without
the Executive's express prior written consent, the Executive is assigned any
duties or responsibilities inconsistent in any material respect with the scope
of the duties or responsibilities associated with the Executive's title or
positions, as set forth and described in Article 4 of this Agreement; (b)
without the Executive's express prior written consent, the Executive suffers, in
any material respect, a reduction in the duties, responsibilities or effective
authority associated with Executive's titles and positions as set forth and
described in Article 4 of this Agreement; (c) without the Executive's express
prior written consent, the Executive is not appointed to and/or



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elected to, or is removed from, the offices or positions provided for in Section
4.1 of this Agreement; (d) the Company fails to substantially perform or
otherwise substantially breaches any material term or provision of this
Agreement; (e) without the Executive's express prior written consent, and except
as provided in Section 5.2 hereof, the Executive's compensation under this
Agreement is decreased, or the Executive's benefits under employee benefit or
health or welfare plans or programs of the Company are in the aggregate
materially decreased; (f) the Company's principal office or the Executive's own
office location is relocated to a location not within 20 miles of Manhattan, or
within Los Angeles County provided however, if Employee's office is relocated to
Los Angeles county, the Company shall reimburse Executive for all expenses
incurred in moving his family and possessions to Los Angeles County; (g) the
Company fails to obtain the full assumption of this Agreement by a successor
entity in accordance with Section 12.2 of this Agreement; (h) the Company fails
to use reasonable efforts to maintain, or cause to be maintained, directors and
officers liability insurance coverage for the Executive as provided in Section
13.10 of this Agreement; (i) the Company purports to terminate the Executive's
employment for Cause and the Company is not entitled to terminate this Agreement
for Cause; (j) there shall occur (1) any liquidation of the Company or the sale
of substantially all of the assets of the Company, or (2) any merger,
consolidation or other business combination of the Company (a "Transaction") or
any combination of any such Transactions, other than a Transaction immediately
after which the stockholders of the Company who were stockholders immediately
prior to the Transaction continue to own beneficially, directly or indirectly,
more than fifty percent (50%) of the then outstanding voting securities of the
Company and the Subsidiaries in which the Company's common stockholders receive



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consideration of at least $2 per share; (k) any Person or group (as such term is
defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of related Persons, which is not an Affiliate of the Company as
of the Commencement Date shall beneficially own, directly or indirectly, more
than 50% of the then outstanding voting stock of the Company or the
Subsidiaries; or (l) Arnold Simon ceases to be Chief Executive Officer of the
Company.

            1.8 "Person(s)" means any individual or entity of any kind or
nature, including any other person as defined in Section 3(a)(9) of the Exchange
Act, and as used in Sections 13(d) and 14(d) thereof.

      2. Employment. Subject to the terms and provisions set forth in this
Agreement, the Company and each Subsidiary hereby employs the Executive during
the Term of Employment as the Executive Vice President and Chief Operating
Officer of the Company and the Subsidiaries, and the Executive hereby accepts
such employment.

      3. Term of Employment. The term of employment (the "Term) under this
Agreement shall be deemed to commence as of the date hereof (the "Commencement
Date") and, unless terminated earlier pursuant to the terms hereof, shall
terminate on February 28, 2003 (the "Initial Term of Employment"). The Term
shall automatically renew for successive one-year periods after the Initial Term
unless either party gives notice to the other at least six months, but no longer
than nine months, before the end of the then-applicable Term. Notwithstanding
the foregoing, at any time commencing on or after three months before the end of
the Initial Term and continuing thereafter, Executive, upon 90 days prior
written notice (the "Consulting Notice") may elect to convert his status from
employee to consultant for a period of three years following



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the effective date of such Notice, in which case, (x) Executive shall make
himself available not more than 20 hours per week to consult with the Company's
Chief Executive Officer, and (y) his Base Salary then in effect shall be reduced
by 50% and he shall not be entitled to a bonus for any year after the year in
which the Consulting Notice becomes effective. In the event the Company elects
not to renew the Term, it shall pay to Executive during the three years
following the end of the Term, at regular payroll intervals, 50% of his then
applicable base salary.

      4.    Positions, Responsibilities and Duties.
            --------------------------------------
            4.1 Positions. During the Term of Employment, the Executive shall be
employed as Chief Operating Officer of the Company and the Subsidiaries (for
such period as they continue to be subsidiaries). In such position, the
Executive shall have the duties, responsibilities and authority normally
associated with the office and position of Chief Operating Officer of a company.
The Executive shall report to the Chief Executive Officer and Board of Directors
of the Company.

            4.2 Duties. During the Term of Employment, the Executive shall
devote substantially all of Executive's business time and attention to the
business of the Company and shall perform faithfully and efficiently the duties
and responsibilities contemplated by this Agreement, provided, however,
Executive may continue to engage in such other business in which he is currently
engaged.

      5.    Compensation and Other Benefits.
            -------------------------------
            5.1 Base Salary. During the Term of Employment, the Executive shall
receive a base salary of no less than $375,000 per annum ("Base Salary") payable
in equal monthly installments. Such Base Salary shall be reviewed annually for
increase (but not decrease) in the



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sole discretion of the Board. In conducting any such annual review, the Board
shall take into account any change in the Executive's responsibilities,
increases in the compensation of other executives of the Company or the
Subsidiaries or of competitors of either, the performance of the Executive and
other pertinent factors. The increased Base Salary shall then constitute the
"Base Salary" for purposes of this Agreement.

            5.2 Annual Bonus. For each Calendar Year during the Term in which
Executive is employed by the Company as of June 30 of such year, the Executive
shall be entitled to receive an annual cash bonus payment (the "Bonus")
determined as follows:

 If Adjusted EBITDA is:        Amount of Bonus
 ----------------------        ---------------
  Less than $5 million              -0-

  Between $5 million -      1% of Adjusted EBITDA
      $10 million

    Over $10 million       1.5% of Adjusted EBITDA

            The Annual Bonus shall be paid to the Executive in cash as soon as
practicable after the end of the fiscal year to which it relates, but in any
event no later than one hundred five (105) calendar days after the end of such
fiscal year (and, to the extent there is any disagreement as to the amount
thereof any amount acknowledged as payable by the Company shall be paid by such
date).

            5.3   Intentionally Omitted.
                  ---------------------
            5.4 Incentive, Retirement, and Savings Plans. During the Term of
Employment, the Executive shall be entitled to participate in all incentive,
pension, retirement, savings and other employee benefit plans and programs
maintained by the Company and/or the Subsidiaries for the benefit of senior
executives.



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            5.5 Welfare Benefit Plans. During the Term of Employment, the
Executive, the Executive's spouse and their eligible dependents, if any, shall
be entitled to participate in and be covered under all the welfare benefit plans
or programs maintained by the Company and/or the Subsidiaries, including,
without limitation, all term life insurance, long term disability insurance,
medical, hospitalization, dental, disability, accidental death and dismemberment
and travel accident insurance plans and programs.

            5.6   Intentionally Omitted.
                  ---------------------
            5.7 Expense Reimbursement. In addition to the expense reimbursement
set forth on Schedule 5.8, during the Term of Employment, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in performing the Executive's duties and responsibilities
hereunder in accordance with the policies and procedures of the Company. At the
end of each fiscal year, the Executive and the Company shall in good faith
reconcile any differences and disputes with respect to timing, right to
reimbursement, reasonableness or documentation of any items of expense
reimbursement, it being agreed that no dispute respecting any of the foregoing
shall constitute a basis for the Executive or the Company (including the
Subsidiaries) terminating or attempting to terminate this Agreement.

            5.8   Vacation and Fringe Benefits.  During the Term of Employment,
                  ----------------------------
the Executive shall be entitled to such paid vacation, fringe benefits and
perquisites as set forth in Schedule 5.8.

      6.    Termination.
            -----------
            6.1 Termination Due to Death or Disability. The Company or the
Executive may terminate the Executive's employment hereunder due to his death or
Disability. In the event



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the Executive's employment is terminated due to death Disability, the
Executive's estate or Executive's legal representative, as the case may be,
shall be entitled to:

            (a) (i) in the case of death or disability, Base Salary continuation
      at the rate in effect (as provided for by Section 5.1 of this Agreement)
      on the Date of Termination for a period of six (6) months after the Date
      of Termination.

            (b) any Base Salary accrued or any Annual Bonus earned but not yet
      paid;

            (c) a pro rata Annual Bonus for the calendar year in which death or
      Disability occurs(determined and payable in accordance with Section 5.2 of
      this Agreement);

            (d) any deferred compensation not yet paid to the Executive
      (including, without limitation, interest or other credits on such deferred
      amounts) and any accrued vacation pay;

            (e) reimbursement pursuant to Section 5.7 hereof or any other
      provision of this Agreement for expenses incurred but not yet paid prior
      to such death or Disability;

            (f) in the case of death, any other compensation and benefits as
      may be provided in accordance with the terms and provision of any
      applicable plans and programs of the Company and/or the Subsidiaries; and

            (g) in the case of Disability, (i) continuation of the Executive's
      health and welfare benefits (as described in section 5.5 of this
      Agreement) at the level in effect (as provided for by Section 5.5) on the
      Date of Termination through the end of the three-year period following the
      termination of the Executive's employment due to Disability (or the
      Company shall provide the economic equivalent thereof), and (ii) any other
      compensation



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      and benefits as may be provided in accordance with the terms and
      provisions of any applicable plans and programs of the Company.

      With respect to the deferred compensation arrangements referred to in
Sections 6.1(d), 6.2(c) and 6.3(d), to the extent that such deferred
compensation arrangements provide by their terms for any deferral of payments in
the event of death or Disability; termination with Cause or termination without
Cause or for Good Reason, such payments shall be deferred in accordance with
such arrangements to the extent required by the type of termination of this
Agreement. With respect to the other benefits referred to in Sections 6.1(g),
6.2(e) and 6.3(g), to the extent that such other benefit arrangements provide by
their terms for any deferral of payments in the event of death or Disability,
termination with Cause or termination without Cause or for Good Reason, such
payments shall be deferred in accordance with such arrangements to the extent
required by the type of termination of this Agreement.

            6.2 Termination by the Company for Cause. The Company may terminate
the Executive's employment hereunder for Cause as provided in this Section 6.2;
provided that no act or omission referred to in Section 1.3(b) hereof occurring
prior to the Commencement Date shall constitute Cause. If the Company terminates
the Executive's employment hereunder for Cause, the Executive shall be entitled
to:

            (a) the Executive's Base Salary at the rate in effect (as provided
      for by Section 5.1 of this Agreement) at the time of such termination
      through the Date of Termination;

            (b) any Annual Bonus for the prior fiscal year not yet paid together
      with a pro-rata portion of the Annual Bonus for the calendar year in which
      termination occurs through the Date of Termination;



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            (c) any deferred compensation (including, without limitation,
      interest or other credit on such deferred amounts) and any accrued
      vacation pay;

            (d) reimbursement pursuant to Section 5.7 hereof or any other
      provision of this Agreement for expenses incurred, but not yet paid prior
      to such termination of employment; and

            (e) any other compensation and benefits as may be provided in
      accordance with the terms and provisions of any applicable plans and
      programs of the Company and/or the Subsidiaries.

            In any case described in this Section 6.2, the Executive shall be
given written notice, authorized (with Executive abstaining) by a vote of at
least two thirds (2/3) of the members of the entire Board (excluding Executive),
that the Company intends to terminate the Executive's employment for Cause. Such
written notice, given in accordance with Section 6.6 of this Agreement, shall
specify the particular act or acts, or failure to act, which is or are the basis
for the decision to so terminate the Executive's employment for Cause. The
Executive shall be given the opportunity within ten (10) calendar days of the
receipt of such notice to meet with the Board to defend such act or acts, or
failure to act, and the Executive shall be given twenty (20) business days after
such meeting to correct such act, acts or failure(s) to act, provided that the
Executive shall not have the right to cure the acts described in Section 1.3(a)
hereof. Upon failure of the Executive, within such latter twenty (20) business
day period, to correct such act, acts or failure(s) to act, the Executive's
employment by the Company shall automatically be terminated under this Section
6.2 for Cause as of the date determined in Section 1.4 of this Agreement.



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            6.3 Termination Without Cause or Termination with Good Reason. The
Company may terminate the Executive's employment hereunder without Cause and the
Executive may terminate the Executive's employment hereunder for Good Reason. If
the Company terminates the Executive's employment hereunder without Cause, other
than due to death or Disability, or if the Executive terminates Executive's
employment for Good Reason, the Executive shall be entitled to the following:

            (a) A lump sum payment in an amount equal to Executive's highest
      annual Base Salary (including non-accountable expense allowance) during
      the Term of Employment multiplied by 2.99 (two hundred and ninety nine
      percent).

            (b) Subject to the provisions of Section 6.3(a), a lump sum payment
      in an amount equal to Executive's average annual bonus paid or payable to
      the Executive with respect to the then immediately preceding three (3)
      fiscal years (determined in accordance with Section 6.9 hereof) multiplied
      by 2.99 (299%). Notwithstanding the previous sentence, if the payments
      pursuant to Sections 6.3(a), 6.3(b) and 6.3(c) together with any other
      payments considered to be parachute payments within the meaning of Section
      280G of the Internal Revenue Code of 1986, as amended from time to time
      (the "Internal Revenue Code") or any successor provision shall cause the
      Executive to incur an excise tax pursuant to Section 4999 of the Internal
      Revenue Code (or any successor provision) or any similar tax, the payments
      payable pursuant to Section 6.3(a), this Section 6.3(b) and Section 6.3(c)
      shall be reduced to an amount which would not cause such excise or similar
      tax to be incurred.



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            (c) any Base Salary accrued or Annual Bonus earned but not yet paid
      as of the actual termination of this Agreement, and a pro rata Annual
      Bonus for the calendar year in which such termination occurs.

            (d) any deferred compensation (including, without limitation,
      interest or other credits on the deferred amounts) and any accrued
      vacation pay;

            (e) reimbursement pursuant to Section 5.7 hereof or any other
      provision of this Agreement for expenses incurred, but not paid prior to
      such termination of employment;

            (f) continuation of the pre-existing benefits of the Executive,
      including, without limitation, health, welfare, life and any long-term
      disability insurance heretofore provided or otherwise generally provided
      to senior executives of the Company (including the Subsidiaries), all at
      the level in effect (as provided for by Section 5.5 of this Agreement) on
      the Date of Termination through the end of the three (3) year period
      following such termination of employment (or the Company shall provide the
      economic equivalent thereof); and

            (g) any other compensation and benefits as may be provided in
      accordance with the terms and provisions of any applicable plans or
      programs of the Company and/or the Subsidiaries.

      If the Executive seeks to terminate the Executive's employment hereunder
for Good Reason, the Company shall be given written notice that the Executive
intends to terminate the Executive's employment for Good Reason. Such written
notice, given in accordance with Section 6.6 of this Agreement, shall specify
the particular act or acts, or failure(s) to act, which is



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or are the basis for the Executive's decision to so terminate the Executive's
employment for Good Reason. The Company shall be given the opportunity within
ten (10) calendar days of the receipt of such notice to meet with the Executive
to defend such act or acts, or failure(s) to act, and the Company shall be given
twenty (20) business days after such meeting to correct such act, acts or
failure(s) to act provided that the Company shall not have the right to correct
the acts or failure(s) to act specified in clauses (c) and (i) of the definition
of Good Reason. Upon failure of the Company, within such latter twenty (20)
business day period, to correct such act, acts or failure(s) to act, the
Executive's employment by the Company shall automatically be terminated under
this Section 6.3 for Good Reason as of the date of actual termination provided
that the date of actual termination shall be ten (10) calendar days after
receipt of the Executive's notice if the Company does not have the right to
correct such act(s) or failure(s) to act.

            6.4   Intentionally omitted.
                  ---------------------
            6.5 No Mitigation; No Offset. In the event of any termination of
employment under this Section 6, the Executive shall be under no obligation to
seek other employment and there shall be no offset against any amounts paid or
payable the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that the Executive may obtain. Any
amounts due under this Section 6 are in the nature of severance payments, or
liquidated damages, or both, and are not in the nature of a penalty.

            6.6 Notice of Termination. Any termination of the Executive by the
Company or by the Executive for Good Reason shall be communicated by a notice of
termination to the other party hereto given in accordance with Section 15.3 of
this Agreement (the "Notice of Termination"). Such notice shall (a) indicate the
specific termination provision in this



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Agreement relied upon, (b) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (c) if the termination date is
other than the date of receipt of such notice, specify the date on which the
Executive's employment is to be terminated (which date shall not be earlier than
the date on which such notice is given).

            6.7 Payment. Except as otherwise provided in this Agreement, any
payments to which the Executive shall be entitled under this Section 6,
including, without limitation, any economic equivalent of any benefit, shall be
made as promptly as possible following the Date of Termination. If the amount of
any payment due to the Executive cannot be finally determined within thirty (30)
days after the Date of Termination (by way of example only, pro rata bonuses
determined pursuant to Section 6.10 hereof), such amount shall be estimated on a
good faith basis by the Company and the estimated amount shall be paid no later
than thirty (30) days after such Date of Termination. As soon as practicable
thereafter, the final determination of the amount due shall be made and any
adjustment requiring a payment to or from the Executive shall be made as
promptly as practicable.

            6.8 Disclosure of Termination. Subject to the requirements of any
Exchange on which securities of the Company may be listed or the securities
laws, and except for terminations for Cause or the death or Disability of the
Executive, any public disclosure of the termination of this Agreement by the
Company shall be subject to prior review and approval by the Executive, which
review and approval shall not be unreasonably withheld or delayed.

            6.9 Pro Rata Calculations. For the purposes of this Article 6
(except Section 6.2(b)), all calculations of the Annual Bonus on a pro rata
basis shall mean that the Annual



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Bonus shall be based on the bonus that would have been payable for the entire
calendar year multiplied by a fraction, the numerator of which is the number of
days from January 1 in such year through the date of the termination of this
Agreement and the denominator of which is 365.

      7.    Intentionally Omitted.
            ---------------------
      8. Non-exclusivity of Rights. Except as provided in Section 5.4 hereof,
nothing in this Agreement or any other provision of this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided or maintained by the Company,
the Subsidiaries or any other Affiliate and for which the Executive may qualify,
nor shall anything herein limit or otherwise prejudice such rights as the
Executive may have under any other existing or future agreements with the
Company, the Subsidiaries or any Affiliate, including, without limitation, any
change of control agreements or any stock option or restricted stock agreements.
Except as otherwise expressly provided for in this Agreement, amounts which are
vested benefits or which the Executive is otherwise entitled to receive under
any plans or programs of the Company, the Subsidiaries or any other Affiliate at
or subsequent to the Date of Termination shall be payable in accordance with
such plans or programs.

      9. Full Performance. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.

      10. Fees and Expenses. In the event that a claim for payment or benefits
under this Agreement is disputed, the Company shall advance and pay all
reasonable accounting and legal



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fees and expenses of the Executive, at the regular hourly rate charged by the
accountants and attorneys of the Executive in connection with any such dispute
(whether such dispute is litigated or arbitrated including, without limitation,
in connection with claims that are settled) incurred by the Executive in
pursuing or defending such claim. The Executive shall not have an obligation to
repay any such advances to the Company except to the extent that a court of
competent jurisdiction issues a final, nonappealable judgment ordering the
Executive to reimburse the Company for a portion (or, if so ordered, all) of
legal fees and expenses previously advanced by the Company, based upon such
court's determination of what is reasonable under all applicable facts and
circumstances including which party prevailed on each of the issues disputed.
The Company shall in addition pay or reimburse the Executive for all reasonable
legal fees and expenses incurred by the Executive in connection with the
preparation and negotiation of this Agreement and the matters related thereto.

      11. Confidential Information. The Executive shall not, during the Term of
Employment and thereafter, without the prior express written consent of the
Company, disclose any confidential information, knowledge or data relating to
the Company, which (a) was obtained by the Executive in the course of the
Executive's employment with the Company, and (b) which is not information,
knowledge or data otherwise in the public domain (other than by reason of a
breach of this provision by the Executive), unless required to do so by a court
of law or equity or by a governmental agency or other authority.

      12.   Successors.
            ----------

            12.1 The Executive. This Agreement is personal to the Executive and,
without the prior express written consent of the Company, shall not be
assignable by the Executive,



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except that the Executive's rights to receive any compensation or benefits under
this Agreement may be transferred or disposed of pursuant to testamentary
disposition, intestate succession or a qualified domestic relations order or in
connection with a Disability. This Agreement shall inure to the benefit of and
be enforceable by the Executive's estate, heirs, beneficiaries and/or legal
representatives.

            12.2 The Company. This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns. The Company shall
require any successor to all or substantially all of the business and/or assets
of the Company or the Subsidiaries, whether direct or indirect, by purchase,
merger, consolidation, acquisition of stock, or otherwise, by an agreement in
form and substance satisfactory to the Executive, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent as the
Company would be required to perform had no such succession taken place.

      13.   Indemnification.
            ---------------
            13.1 General. The Company agrees that if the Executive is made a
party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that Executive is or was a director or officer of the
Company, the Subsidiaries and/or any other Affiliate or is or was serving at the
request of the Company, the Subsidiaries and/or any other Affiliate as a
director, officer, member, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is alleged action in an official capacity as a
director, officer, member, employee or agent while serving as a director,
officer, member, employee or



                                     -18-


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agent, Executive shall be indemnified and held harmless by the Company to the
fullest extent authorized by New York law, as the same exists or may hereafter
be amended, against all Expenses (as hereinafter defined in Section 13.2)
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive even if the Executive has
ceased to be an officer, director or agent, or is no longer employed by the
Company and shall inure to the benefit of Executive's heirs, executors and
administrators.

            13.2 Expenses. As used in this Article, the term "Expenses" shall
include, without limitation, damages, losses, judgments, liabilities, fines,
penalties, excise taxes, settlements and costs, reasonable attorneys' fees,
reasonable accountants' fees, and disbursements and costs of attachment or
similar bonds, investigations, and any reasonable expenses of establishing a
right to indemnification under this Agreement.

            13.3 Enforcement. If a claim or request under this Article is not
paid by the Company fifteen (15) days after a written claim or request has been
received by the Company, the Executive may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim or request and if
successful in whole or in part, the Executive shall be entitled to be paid also
the expenses of prosecuting such suit. The burden of proving that the Executive
is not entitled to indemnification for any reason shall be upon the Company.

            13.4 Subrogation. In the event of payment under this Article, the
Company shall be subrogated to the extent of such payment to all the rights of
recovery of the Executive.

            13.5 Partial Indemnification. If the Executive is entitled under any
provision of this Article to indemnification by the Company for some or a
portion of any Expenses, but not,



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                                                                EXECUTION COPY

however, for the total amount thereof, the Company shall nevertheless indemnify
the Executive for the portion of such Expenses to which the Executive is
entitled.

            13.6 Advances of Expenses. Expenses incurred by the Executive in
connection with any Proceeding shall be paid by the Company in advance upon
request of the Executive that the Company pay such Expenses, provided that prior
to such advance the Executive shall provide the Company with a written
undertaking to repay such advances to the Company if it shall ultimately be
determined that he is not entitled to be indemnified as authorized under the New
York Business General Corporation Law.

            13.7 Notice of Claim. The Executive shall give to the Company notice
of any claim made against the Executive for which indemnity will or could be
sought under this Article. In addition, the Executive shall give the Company
such information and cooperation as it may reasonably require and as shall be
within the Executive's power and at such times and places as are convenient for
the Executive.

            13.8 Defense of Claim. With respect to any Proceeding as to which
the Executive notifies the Company of the commencement thereof:

                  13.8.1 The Company will be entitled to participate therein at
its own expense; and

                  13.8.2 Except as otherwise provided below, to the extent that
it may wish, the Company jointly with any other indemnifying party similarly
notified will be entitled to assume the defense of the Executive, with counsel
satisfactory to the Executive. The Executive also shall have the right to employ
the Executive's own counsel in such action, suit or Proceeding and the
reasonable fees and expenses of such counsel shall be at the expense of the
Company.



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The Company shall not be entitled to assume the defense of any action, suit or
Proceeding brought by or on behalf of the Company or the Subsidiaries or as to
which the Executive shall have concluded that there may be a conflict of
interest between the Company or the Subsidiaries and the Executive in the
conduct of the defense of such action.

                  13.8.3 The Company shall not be liable to indemnify the
Executive under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent. The Company shall not settle any
action or claim in any manner which would impose any penalty or limitation on
the Executive without Executive's written consent. Neither the Company nor the
Executive will unreasonably withhold or delay their consent to any proposed
settlement.

            13.9 Non-exclusivity. The right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Section 13 shall not be exclusive of any other
right which the Executive may have or hereafter may acquire under any statute,
provision of the certificate of incorporation or by-laws of the Company or the
Subsidiaries, agreement, vote of stockholders or disinterested directors or
otherwise.

      14.   Miscellaneous.
            -------------
            14.1 Applicable Law. Except as may be otherwise provided herein,
this Agreement shall be governed by and construed in accordance with the laws of
the State of New York, applied without reference to principles of conflict of
laws.



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                                                                EXECUTION COPY

            14.2 Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

            14.3 Notices. All notices and other communications hereunder shall
be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

            If to the Executive:    Maurice Dickson
                                    1411 Broadway
                                    New York, New York 10018

                         and to:    Maurice Dickson
                                    Upper Birchcreek Road
                                    Highmount, NY 12441

              If to the Company:    Aris Industries, Inc.
                                    1411 Broadway
                                    New York, New York 10018
                                    Attention: Chairman

                 with a copy to:    Robert W. Forman
                                    Shapiro Forman & Allen LLP
                                    380 Madison Ave., 25th Floor
                                    New York, NY 10017

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.

            15.4 Withholding. The Company may withhold from any amounts payable
under this Agreement such federal, state and local income, unemployment, social
security and



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                                                                EXECUTION COPY

similar employment related taxes and similar employment related withholdings as
shall be required to be withheld pursuant to any applicable law or regulation.

            15.5 Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and any such provision which is not valid
or enforceable in whole shall be enforced to the maximum extent permitted by
law.

            15.6 Captions. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

            15.7 Entire Agreement. This Agreement contains the entire agreement
among the parties concerning the subject matter hereof and supersedes all prior
agreements, understandings, discussions, negotiations and undertakings, whether
written or oral, between the parties with respect thereto.

            15.8 Representation. Each party to this Agreement represents and
warrants that it is fully authorized and empowered to enter into this Agreement
and that the performance of its obligations under this Agreement will not
violate any agreement between it and any other person, firm or organization or
any applicable laws or regulations.

            15.9 Survivorship. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement or the
Executive's employment hereunder to the extent necessary to the intended
preservation of such rights and obligations.



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            15.10 Joint and Several Obligations. Anything to the contrary
notwithstanding in this Agreement, all of the monetary and non-monetary
obligations of the Company in this Agreement shall be and are the joint and
several obligations of the Company and the Subsidiaries.

            15.11 Joint Efforts/Counterparts. Preparation of this Agreement
shall be deemed to be joint effort of the parties hereto and shall not be
construed more severely against any party. This Agreement may be signed in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

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

                                    ARIS INDUSTRIES, INC.


                                    By  /s/ ARNOLD H. SIMON
                                       -----------------------------
                                          Arnold H. Simon
                                          Chief Executive Officer

                                    ECI SPORTSWEAR, INC.


                                    By  /s/ ARNOLD H. SIMON
                                       -----------------------------
                                          Arnold H. Simon
                                          Chief Executive Officer

                                    EUROPE CRAFT IMPORTS, INC.


                                    By  /s/ ARNOLD H. SIMON
                                       -----------------------------
                                          Arnold H. Simon
                                          Chief Executive Officer


                                     /s/ MAURICE DICKSON
                                    ---------------------------
                                    Maurice Dickson



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                                  SCHEDULE 5.8

                         PERQUISITES AND FRINGE BENEFITS

            o     Reimbursement of $25,000 of a non-accountable expense
                  allowance

            o     Four (4) weeks of paid vacation for each calendar year, to be
                  taken cumulatively











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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(132)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                                                                EXECUTION COPY

                             EMPLOYMENT AGREEMENT

      This Agreement (the "Agreement") effective as of June 13, 2000 is made by
and among Aris Industries, Inc., a New York corporation (the "Company"), Europe
Craft Imports, Inc. and ECI Sportswear, Inc. (the "Subsidiaries"), and Steven
Feiner (the "Executive"). The Company and the Subsidiaries are collectively
referred to in this Agreement as the "Company" unless otherwise required by the
specific context of a particular provision hereof.

                               R E C I T A L S:
                               - - - - - - - -

      A.    The Executive is currently providing services to the Company and the
Subsidiaries and was appointed as a director of the Company.

      B.    The Company desires to continue the services of the Executive as an
Executive Vice President of the Company and the Subsidiaries.

      C.    The Executive is willing to serve as Executive Vice President of the
Company and the Subsidiaries (so long as they are subsidiaries of the Company)
and is willing to accept employment by the Company on the terms set forth
herein.

            NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and other good and valuable consideration, the
Company, the Subsidiaries and the Executive hereby agree as follows:

      1.    Definitions.
            -----------
            1.1 "Affiliate" means any Person controlling, controlled by or under
common control with the Company.



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            1.2   "Board" means the Board of Directors of the Company and/or the
Subsidiaries.
            1.3 "Cause" means (a) the Executive is convicted of or pleads guilty
to a felony involving dishonesty as against the Company or the Subsidiaries, (b)
the Executive is convicted of a felony not involving the Company, and after
exhausting all rights of appeal, is obligated to serve ten (10) or more days in
prison or pay a fine of more than Five Hundred Thousand ($500,000) Dollars, or
(c) the Executive, in carrying out the Executive's duties and responsibilities
under this Agreement, is guilty of gross neglect or gross misconduct resulting,
in either case, in material economic harm to the Company and/or the
Subsidiaries, unless such act, or failure to act, was reasonably believed by the
Executive in good faith, using reasonable judgment under the circumstances, to
be in the best interests of the Company and/or the Subsidiaries.

            1.4 "Date of Termination" means (a) in the case of a termination for
which a Notice of Termination (as hereinafter defined in Section 6.6) is
required, the date of actual receipt of such Notice of Termination or, if later,
the date specified therein, as the case may be, and (b) in all other cases, the
actual date on which the Executive's employment terminates during the Term of
Employment (as hereinafter defined in Section 3) (it being understood that
nothing contained in this definition of "Date of Termination" shall affect any
of the cure rights provided to the Executive or the Company in this Agreement).

            1.5 "Disability" means the Executive's inability to render, for a
period of nine consecutive months, services hereunder.




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            1.6 "Adjusted EBITDA" means for any fiscal year the sum of (a) the
net income of the Company and its subsidiaries on a consolidated basis for such
fiscal year as determined in accordance with GAAP except as specifically noted
below in this definition, (b) taxes in respect of income, (c) interest for money
borrowed, (d) depreciation, (e) amortization and (f) factoring fees, charges and
expenses, provided that the following shall be excluded from Adjusted EBITDA:
(A) extraordinary, unusual or non-recurring expenses including, without
limitation, restructuring charges, severance payments, duplicative lease
payments and write-downs of any assets on the Company's books as of December 31,
1999, (B) gains and losses from financing transactions and (C) losses from the
sale or other disposition of material assets (other than inventory) outside of
the ordinary course of business; and (D) to the extent that, in connection with
or otherwise related to the performance of a material arrangement with a
licensor in the year such license arrangement is entered into the revenues, if
any, associated with such license are exceeded by the costs and expenses
(including general and administrative expenses related thereto) associated with
such license (thereby resulting in a net reduction in Adjusted EBITDA). It is
understood and agreed that there shall be an appropriate calculation so that the
amount of any bonus payable in respect of any fiscal year pursuant to Section
5.2 shall not reduce the Adjusted EBITDA for the purpose of calculating the
bonus under Section 5.2.

            1.7 "Good Reason" means and shall be deemed to exist if (a) without
the Executive's express prior written consent, the Executive is assigned any
duties or responsibilities inconsistent in any material respect with the scope
of the duties or responsibilities associated with the Executive's title or
positions, as set forth and described in Article 4 of this Agreement;



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(b) without the Executive's express prior written consent, the Executive
suffers, in any material respect, a reduction in the duties, responsibilities or
effective authority associated with Executive's titles and positions as set
forth and described in Article 4 of this Agreement; (c) without the Executive's
express prior written consent, the Executive is not appointed to and/or elected
to, or is removed from, the offices or positions provided for in Section 4.1 of
this Agreement; (d) the Company fails to substantially perform or otherwise
substantially breaches any material term or provision of this Agreement; (e)
without the Executive's express prior written consent, and except as provided in
Section 5.2 hereof, the Executive's compensation under this Agreement is
decreased, or the Executive's benefits under employee benefit or health or
welfare plans or programs of the Company are in the aggregate materially
decreased; (f) the Company's principal office or the Executive's own office
location is relocated to a location not within 20 miles of Manhattan, or within
Los Angeles County provided however, if Employee's office is relocated to Los
Angeles county, the Company shall reimburse Executive for all expenses incurred
in moving his family and possessions to Los Angeles County; (g) the Company
fails to obtain the full assumption of this Agreement by a successor entity in
accordance with Section 12.2 of this Agreement; (h) the Company fails to use
reasonable efforts to maintain, or cause to be maintained, directors and
officers liability insurance coverage for the Executive as provided in Section
13.10 of this Agreement; (i) the Company purports to terminate the Executive's
employment for Cause and the Company is not entitled to terminate this Agreement
for Cause; (j) there shall occur (1) any liquidation of the Company or the sale
of substantially all of the assets of the Company, or (2) any merger,
consolidation or other business combination of the Company (a "Transaction") or
any combination of any such Transactions,


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                                                                EXECUTION COPY

other than a Transaction immediately after which the stockholders of the Company
who were stockholders immediately prior to the Transaction continue to own
beneficially, directly or indirectly, more than fifty percent (50%) of the then
outstanding voting securities of the Company and the Subsidiaries in which the
Company's common stockholders receive consideration of at least $2 per share;
(k) any Person or group (as such term is defined in Rule 13d-5 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of related Persons, which
is not an Affiliate of the Company as of the Commencement Date shall
beneficially own, directly or indirectly, more than 50% of the then outstanding
voting stock of the Company or the Subsidiaries; or (l) Arnold Simon ceases to
be Chief Executive Officer of the Company.

            1.8 "Person(s)" means any individual or entity of any kind or
nature, including any other person as defined in Section 3(a)(9) of the Exchange
Act, and as used in Sections 13(d) and 14(d) thereof.

      2. Employment. Subject to the terms and provisions set forth in this
Agreement, the Company and each Subsidiary hereby employs the Executive during
the Term of Employment as the Executive Vice President and Chief Operating
Officer of the Company and the Subsidiaries, and the Executive hereby accepts
such employment.

      3. Term of Employment. The term of employment (the "Term) under this
Agreement shall be deemed to commence as of the date hereof (the "Commencement
Date") and, unless terminated earlier pursuant to the terms hereof, shall
terminate on February 28, 2003 (the "Initial Term of Employment"). The Term
shall automatically renew for successive one-year


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                                                                EXECUTION COPY

periods after the Initial Term
unless either party gives notice to the other at least six months, but no longer
than nine months, before the end of the then-applicable Term.

      4.    Positions, Responsibilities and Duties.
            --------------------------------------
            4.1   Positions.  During the Term of Employment, the Executive shall
be employed as Executive Vice President of the Company and the Subsidiaries (for
such period as they continue to be subsidiaries). In such position, the
Executive shall have the duties, responsibilities and authority normally
associated with such office and position and shall report to the Chief Executive
Officer and Board of Directors of the Company.

            4.2 Duties. During the Term of Employment, the Executive shall
devote substantially all of Executive's business time and attention to the
business of the Company and shall perform faithfully and efficiently the duties
and responsibilities contemplated by this Agreement, provided, however,
Executive may continue to engage in such other business in which he is currently
engaged.

      5.    Compensation and Other Benefits.
            -------------------------------
            5.1 Base Salary. During the Term of Employment, the Executive shall
receive a base salary of no less than $150,000 per annum ("Base Salary") payable
in equal monthly installments. Such Base Salary shall be reviewed annually for
increase (but not decrease) in the sole discretion of the Board. In conducting
any such annual review, the Board shall take into account any change in the
Executive's responsibilities, increases in the compensation of other executives
of the Company or the Subsidiaries or of competitors of either, the performance
of the Executive and other pertinent factors. The increased Base Salary shall
then constitute the "Base Salary" for purposes of this Agreement.



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            5.2 Annual Bonus. For each Calendar Year during the Term in which
Executive is employed by the Company as of June 30 of such year, the Executive
shall be entitled to receive an annual cash bonus payment (the "Bonus")
determined as follows:

 If Adjusted EBITDA is:        Amount of Bonus
 ----------------------        ---------------
  Less than $5 million              -0-

  Between $5 million -     1% of Adjusted EBITDA
      $10 million

    Over $10 million      1.5% of Adjusted EBITDA

            The Annual Bonus shall be paid to the Executive in cash as soon as
practicable after the end of the fiscal year to which it relates, but in any
event no later than one hundred five (105) calendar days after the end of such
fiscal year (and, to the extent there is any disagreement as to the amount
thereof any amount acknowledged as payable by the Company shall be paid by such
date).

            5.3   Intentionally Omitted.
                  ---------------------
            5.4 Incentive, Retirement, and Savings Plans. During the Term of
Employment, the Executive shall be entitled to participate in all incentive,
pension, retirement, savings and other employee benefit plans and programs
maintained by the Company and/or the Subsidiaries for the benefit of senior
executives.

            5.5 Welfare Benefit Plans. During the Term of Employment, the
Executive, the Executive's spouse and their eligible dependents, if any, shall
be entitled to participate in and be covered under all the welfare benefit plans
or programs maintained by the Company and/or the Subsidiaries, including,
without limitation, all term life insurance, long term disability


                                     -7-


<PAGE>


                                                                EXECUTION COPY

insurance, medical, hospitalization, dental, disability, accidental death and
dismemberment and travel accident insurance plans and programs.

            5.6   Intentionally Omitted.
                  ---------------------

            5.7 Expense Reimbursement. In addition to the expense reimbursement
set forth on Schedule 5.8, during the Term of Employment, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in performing the Executive's duties and responsibilities
hereunder in accordance with the policies and procedures of the Company. At the
end of each fiscal year, the Executive and the Company shall in good faith
reconcile any differences and disputes with respect to timing, right to
reimbursement, reasonableness or documentation of any items of expense
reimbursement, it being agreed that no dispute respecting any of the foregoing
shall constitute a basis for the Executive or the Company (including the
Subsidiaries) terminating or attempting to terminate this Agreement.

            5.8   Vacation and Fringe Benefits.  During the Term of Employment,
                  ----------------------------
the Executive shall be entitled to such paid vacation, fringe benefits and
perquisites as set forth in Schedule 5.8.

      6.    Termination.
            -----------
            6.1 Termination Due to Death or Disability. The Company or the
Executive may terminate the Executive's employment hereunder due to his death or
Disability. In the event the Executive's employment is terminated due to death
Disability, the Executive's estate or Executive's legal representative, as the
case may be, shall be entitled to:



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            (a) (i) in the case of death or disability, Base Salary continuation
      at the rate in effect (as provided for by Section 5.1 of this Agreement)
      on the Date of Termination for a period of six (6) months after the Date
      of Termination.

            (b) any Base Salary accrued or any Annual Bonus earned but not yet
      paid;


            (c) a pro rata Annual Bonus for the calendar year in which death or
      Disability occurs (determined and payable in accordance with Section 5.2
      of this Agreement);

            (d) any deferred compensation not yet paid to the Executive
      (including, without limitation, interest or other credits on such deferred
      amounts) and any accrued vacation pay;

            (e) reimbursement pursuant to Section 5.7 hereof or any other
      provision of this Agreement for expenses incurred but not yet paid prior
      to such death or Disability;

            (f ) in the case of death, any other compensation and benefits as
      may be provided in accordance with the terms and provision of any
      applicable plans and programs of the Company and/or the Subsidiaries; and

            (g ) in the case of Disability, (i) continuation of the Executive's
      health and welfare benefits (as described in section 5.5 of this
      Agreement) at the level in effect (as provided for by Section 5.5) on the
      Date of Termination through the end of the three-year period following the
      termination of the Executive's employment due to Disability (or the
      Company shall provide the economic equivalent thereof), and (ii) any other
      compensation and benefits as may be provided in accordance with the terms
      and provisions of any applicable plans and programs of the Company.



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      With respect to the deferred compensation arrangements referred to in
Sections 6.1(d), 6.2(c) and 6.3(d), to the extent that such deferred
compensation arrangements provide by their terms for any deferral of payments in
the event of death or Disability; termination with Cause or termination without
Cause or for Good Reason, such payments shall be deferred in accordance with
such arrangements to the extent required by the type of termination of this
Agreement. With respect to the other benefits referred to in Sections 6.1(g),
6.2(e) and 6.3(g), to the extent that such other benefit arrangements provide by
their terms for any deferral of payments in the event of death or Disability,
termination with Cause or termination without Cause or for Good Reason, such
payments shall be deferred in accordance with such arrangements to the extent
required by the type of termination of this Agreement.

            6.2 Termination by the Company for Cause. The Company may terminate
the Executive's employment hereunder for Cause as provided in this Section 6.2;
provided that no act or omission referred to in Section 1.3(b) hereof occurring
prior to the Commencement Date shall constitute Cause. If the Company terminates
the Executive's employment hereunder for Cause, the Executive shall be entitled
to:

            (a) the Executive's Base Salary at the rate in effect (as provided
      for by Section 5.1 of this Agreement) at the time of such termination
      through the Date of Termination;

            (b) any Annual Bonus for the prior fiscal year not yet paid together
      with a pro-rata portion of the Annual Bonus for the calendar year in which
      termination occurs through the Date of Termination;

            (c) any deferred compensation (including, without limitation,
      interest or other credit on such deferred amounts) and any accrued
      vacation pay;



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<PAGE>


                                                                EXECUTION COPY

            (d) reimbursement pursuant to Section 5.7 hereof or any other
      provision of this Agreement for expenses incurred, but not yet paid prior
      to such termination of employment; and

            (e) any other compensation and benefits as may be provided in
      accordance with the terms and provisions of any applicable plans and
      programs of the Company and/or the Subsidiaries.

            In any case described in this Section 6.2, the Executive shall be
given written notice, authorized (with Executive abstaining) by a vote of at
least two thirds (2/3) of the members of the entire Board (excluding Executive),
that the Company intends to terminate the Executive's employment for Cause. Such
written notice, given in accordance with Section 6.6 of this Agreement, shall
specify the particular act or acts, or failure to act, which is or are the basis
for the decision to so terminate the Executive's employment for Cause. The
Executive shall be given the opportunity within ten (10) calendar days of the
receipt of such notice to meet with the Board to defend such act or acts, or
failure to act, and the Executive shall be given twenty (20) business days after
such meeting to correct such act, acts or failure(s) to act, provided that the
Executive shall not have the right to cure the acts described in Section 1.3(a)
hereof. Upon failure of the Executive, within such latter twenty (20) business
day period, to correct such act, acts or failure(s) to act, the Executive's
employment by the Company shall automatically be terminated under this Section
6.2 for Cause as of the date determined in Section 1.4 of this Agreement.



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            6.3 Termination Without Cause or Termination with Good Reason. The
Company may terminate the Executive's employment hereunder without Cause and the
Executive may terminate the Executive's employment hereunder for Good Reason. If
the Company terminates the Executive's employment hereunder without Cause, other
than due to death or Disability, or if the Executive terminates Executive's
employment for Good Reason, the Executive shall be entitled to the following:

            (a) A lump sum payment in an amount equal to Executive's highest
      annual Base Salary (including non-accountable expense allowance) during
      the Term of Employment multiplied by 2.99 (two hundred and ninety nine
      percent).

            (b) Subject to the provisions of Section 6.3(a), a lump sum payment
      in an amount equal to Executive's average annual bonus paid or payable to
      the Executive with respect to the then immediately preceding three (3)
      fiscal years (determined in accordance with Section 6.9 hereof) multiplied
      by 2.99 (299%). Notwithstanding the previous sentence, if the payments
      pursuant to Sections 6.3(a), 6.3(b) and 6.3(c) together with any other
      payments considered to be parachute payments within the meaning of Section
      280G of the Internal Revenue Code of 1986, as amended from time to time
      (the "Internal Revenue Code") or any successor provision shall cause the
      Executive to incur an excise tax pursuant to Section 4999 of the Internal
      Revenue Code (or any successor provision) or any similar tax, the payments
      payable pursuant to Section 6.3(a), this Section 6.3(b) and Section 6.3(c)
      shall be reduced to an amount which would not cause such excise or similar
      tax to be incurred.



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<PAGE>


                                                                EXECUTION COPY

            (c) any Base Salary accrued or Annual Bonus earned but not yet paid
      as of the actual termination of this Agreement, and a pro rata Annual
      Bonus for the calendar year in which such termination occurs.

            (d) any deferred compensation (including, without limitation,
      interest or other credits on the deferred amounts) and any accrued
      vacation pay;

            (e) reimbursement pursuant to Section 5.7 hereof or any other
      provision of this Agreement for expenses incurred, but not paid prior to
      such termination of employment;

            (f) continuation of the pre-existing benefits of the Executive,
      including, without limitation, health, welfare, life and any long-term
      disability insurance heretofore provided or otherwise generally provided
      to senior executives of the Company (including the Subsidiaries), all at
      the level in effect (as provided for by Section 5.5 of this Agreement) on
      the Date of Termination through the end of the three (3) year period
      following such termination of employment (or the Company shall provide the
      economic equivalent thereof); and

            (g) any other compensation and benefits as may be provided in
      accordance with the terms and provisions of any applicable plans or
      programs of the Company and/or the Subsidiaries.

      If the Executive seeks to terminate the Executive's employment hereunder
for Good Reason, the Company shall be given written notice that the Executive
intends to terminate the Executive's employment for Good Reason. Such written
notice, given in accordance with Section 6.6 of this Agreement, shall specify
the particular act or acts, or failure(s) to act, which is


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                                                                EXECUTION COPY

or are the basis for the Executive's decision to so terminate the Executive's
employment for Good Reason. The Company shall be given the opportunity within
ten (10) calendar days of the receipt of such notice to meet with the Executive
to defend such act or acts, or failure(s) to act, and the Company shall be given
twenty (20) business days after such meeting to correct such act, acts or
failure(s) to act provided that the Company shall not have the right to correct
the acts or failure(s) to act specified in clauses (c) and (i) of the definition
of Good Reason. Upon failure of the Company, within such latter twenty (20)
business day period, to correct such act, acts or failure(s) to act, the
Executive's employment by the Company shall automatically be terminated under
this Section 6.3 for Good Reason as of the date of actual termination provided
that the date of actual termination shall be ten (10) calendar days after
receipt of the Executive's notice if the Company does not have the right to
correct such act(s) or failure(s) to act.

            6.4   Intentionally omitted.
                  ---------------------

            6.5 No Mitigation; No Offset. In the event of any termination of
employment under this Section 6, the Executive shall be under no obligation to
seek other employment and there shall be no offset against any amounts paid or
payable the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that the Executive may obtain. Any
amounts due under this Section 6 are in the nature of severance payments, or
liquidated damages, or both, and are not in the nature of a penalty.

            6.6 Notice of Termination. Any termination of the Executive by the
Company or by the Executive for Good Reason shall be communicated by a notice of
termination to the other party hereto given in accordance with Section 15.3 of
this Agreement (the "Notice of Termination"). Such notice shall (a) indicate the
specific termination provision in this



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Agreement relied upon, (b) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (c) if the termination date is
other than the date of receipt of such notice, specify the date on which
theExecutive's employment is to be terminated (which date shall not be earlier
than the date on which such notice is given).

            6.7 Payment. Except as otherwise provided in this Agreement, any
payments to which the Executive shall be entitled under this Section 6,
including, without limitation, any economic equivalent of any benefit, shall be
made as promptly as possible following the Date of Termination. If the amount of
any payment due to the Executive cannot be finally determined within thirty (30)
days after the Date of Termination (by way of example only, pro rata bonuses
determined pursuant to Section 6.10 hereof), such amount shall be estimated on a
good faith basis by the Company and the estimated amount shall be paid no later
than thirty (30) days after such Date of Termination. As soon as practicable
thereafter, the final determination of the amount due shall be made and any
adjustment requiring a payment to or from the Executive shall be made as
promptly as practicable.

            6.8 Disclosure of Termination. Subject to the requirements of any
Exchange on which securities of the Company may be listed or the securities
laws, and except for terminations for Cause or the death or Disability of the
Executive, any public disclosure of the termination of this Agreement by the
Company shall be subject to prior review and approval by the Executive, which
review and approval shall not be unreasonably withheld or delayed.

            6.9 Pro Rata Calculations. For the purposes of this Article 6
(except Section 6.2(b)), all calculations of the Annual Bonus on a pro rata
basis shall mean that the Annual

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Bonus shall be based on the bonus that would have been payable for the entire
calendar year multiplied by a fraction, the numerator of which is the number of
days from January 1 in such year through the date of the termination of this
Agreement and the denominator of which is 365.

      7.    Intentionally Omitted.
            ---------------------
      8. Non-exclusivity of Rights. Except as provided in Section 5.4 hereof,
nothing in this Agreement or any other provision of this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided or maintained by the Company,
the Subsidiaries or any other Affiliate and for which the Executive may qualify,
nor shall anything herein limit or otherwise prejudice such rights as the
Executive may have under any other existing or future agreements with the
Company, the Subsidiaries or any Affiliate, including, without limitation, any
change of control agreements or any stock option or restricted stock agreements.
Except as otherwise expressly provided for in this Agreement, amounts which are
vested benefits or which the Executive is otherwise entitled to receive under
any plans or programs of the Company, the Subsidiaries or any other Affiliate at
or subsequent to the Date of Termination shall be payable in accordance with
such plans or programs.

      9. Full Performance. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.

      10. Fees and Expenses. In the event that a claim for payment or benefits
under this Agreement is disputed, the Company shall advance and pay all
reasonable accounting and legal


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fees and expenses of the Executive, at the regular hourly rate charged by the
accountants and attorneys of the Executive in connection with any such dispute
(whether such dispute is litigated or arbitrated including, without limitation,
in connection with claims that are settled) incurred by the Executive in
pursuing or defending such claim. The Executive shall not have an obligation to
repay any such advances to the Company except to the extent that a court of
competent jurisdiction issues a final, nonappealable judgment ordering the
Executive to reimburse the Company for a portion (or, if so ordered, all) of
legal fees and expenses previously advanced by the Company, based upon such
court's determination of what is reasonable under all applicable facts and
circumstances including which party prevailed on each of the issues disputed.
The Company shall in addition pay or reimburse the Executive for all reasonable
legal fees and expenses incurred by the Executive in connection with the
preparation and negotiation of this Agreement and the matters related thereto.

      11. Confidential Information. The Executive shall not, during the Term of
Employment and thereafter, without the prior express written consent of the
Company, disclose any confidential information, knowledge or data relating to
the Company, which (a) was obtained by the Executive in the course of the
Executive's employment with the Company, and (b) which is not information,
knowledge or data otherwise in the public domain (other than by reason of a
breach of this provision by the Executive), unless required to do so by a court
of law or equity or by a governmental agency or other authority.

      12.   Successors.
            ----------

            12.1 The Executive. This Agreement is personal to the Executive and,
without the prior express written consent of the Company, shall not be
assignable by the Executive,


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                                                                EXECUTION COPY

except that the Executive's rights to receive any compensation or benefits under
this Agreement may be transferred or disposed of pursuant to testamentary
disposition, intestate succession or a qualified domestic relations order or in
connection with a Disability. This Agreement shall inure to the benefit of and
be enforceable by the Executive's estate, heirs, beneficiaries and/or legal
representatives.

            12.2 The Company. This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns. The Company shall
require any successor to all or substantially all of the business and/or assets
of the Company or the Subsidiaries, whether direct or indirect, by purchase,
merger, consolidation, acquisition of stock, or otherwise, by an agreement in
form and substance satisfactory to the Executive, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent as the
Company would be required to perform had no such succession taken place.

      13.   Indemnification.
            ---------------
            13.1 General. The Company agrees that if the Executive is made a
party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that Executive is or was a director or officer of the
Company, the Subsidiaries and/or any other Affiliate or is or was serving at the
request of the Company, the Subsidiaries and/or any other Affiliate as a
director, officer, member, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is alleged action in an official capacity as a
director, officer, member, employee or


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                                                                EXECUTION COPY

agent while serving as a director, officer, member, employee or agent, Executive
shall be indemnified and held harmless by the Company to the fullest extent
authorized by New York law, as the same exists or may hereafter be amended,
against all Expenses (as hereinafter defined in Section 13.2) incurred or
suffered by the Executive in connection therewith, and such indemnification
shall continue as to the Executive even if the Executive has ceased to be an
officer, director or agent, or is no longer employed by the Company and shall
inure to the benefit of Executive's heirs, executors and administrators.

            13.2 Expenses. As used in this Article, the term "Expenses" shall
include, without limitation, damages, losses, judgments, liabilities, fines,
penalties, excise taxes, settlements and costs, reasonable attorneys' fees,
reasonable accountants' fees, and disbursements and costs of attachment or
similar bonds, investigations, and any reasonable expenses of establishing a
right to indemnification under this Agreement.

            13.3 Enforcement. If a claim or request under this Article is not
paid by the Company fifteen (15) days after a written claim or request has been
received by the Company, the Executive may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim or request and if
successful in whole or in part, the Executive shall be entitled to be paid also
the expenses of prosecuting such suit. The burden of proving that the Executive
is not entitled to indemnification for any reason shall be upon the Company.

            13.4 Subrogation. In the event of payment under this Article, the
Company shall be subrogated to the extent of such payment to all the rights of
recovery of the Executive.

            13.5 Partial Indemnification. If the Executive is entitled under any
provision of this Article to indemnification by the Company for some or a
portion of any Expenses, but not,


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                                                                EXECUTION COPY

however, for the total amount thereof, the Company shall nevertheless indemnify
the Executive for the portion of such Expenses to which the Executive is
entitled.

            13.6 Advances of Expenses. Expenses incurred by the Executive in
connection with any Proceeding shall be paid by the Company in advance upon
request of the Executive that the Company pay such Expenses, provided that prior
to such advance the Executive shall provide the Company with a written
undertaking to repay such advances to the Company if it shall ultimately be
determined that he is not entitled to be indemnified as authorized under the New
York Business General Corporation Law.

            13.7 Notice of Claim. The Executive shall give to the Company notice
of any claim made against the Executive for which indemnity will or could be
sought under this Article. In addition, the Executive shall give the Company
such information and cooperation as it may reasonably require and as shall be
within the Executive's power and at such times and places as are convenient for
the Executive.

            13.8 Defense of Claim. With respect to any Proceeding as to which
the Executive notifies the Company of the commencement thereof:

                  13.8.1 The Company will be entitled to participate therein at
its own expense; and

                  13.8.2 Except as otherwise provided below, to the extent that
it may wish, the Company jointly with any other indemnifying party similarly
notified will be entitled to assume the defense of the Executive, with counsel
satisfactory to the Executive. The Executive also shall have the right to employ
the Executive's own counsel in such action, suit or Proceeding and the
reasonable fees and expenses of such counsel shall be at the expense of the
Company.


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                                                                EXECUTION COPY

The Company shall not be entitled to assume the defense of any action, suit or
Proceeding brought by or on behalf of the Company or the Subsidiaries or as to
which the Executive shall have concluded that there may be a conflict of
interest between the Company or the Subsidiaries and the Executive in the
conduct of the defense of such action.

                  13.8.3 The Company shall not be liable to indemnify the
Executive under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent. The Company shall not settle any
action or claim in any manner which would impose any penalty or limitation on
the Executive without Executive's written consent. Neither the Company nor the
Executive will unreasonably withhold or delay their consent to any proposed
settlement.

            13.9 Non-exclusivity. The right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Section 13 shall not be exclusive of any other
right which the Executive may have or hereafter may acquire under any statute,
provision of the certificate of incorporation or by-laws of the Company or the
Subsidiaries, agreement, vote of stockholders or disinterested directors or
otherwise.

      14.   Miscellaneous.
            -------------
            14.1 Applicable Law. Except as may be otherwise provided herein,
this Agreement shall be governed by and construed in accordance with the laws of
the State of New York, applied without reference to principles of conflict of
laws.



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                                                                EXECUTION COPY


            14.2 Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

            14.3 Notices. All notices and other communications hereunder shall
be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

            If to the Executive:    Steven Feiner
                                    1411 Broadway
                                    New York, New York 10018

                         and to:    Steven Feiner
                                    1417 Bluebird Avenue
                                    Los Angeles, CA 90069

              If to the Company:    Aris Industries, Inc.
                                    1411 Broadway
                                    New York, New York 10018
                                    Attention: Chairman

                 with a copy to:    Robert W. Forman
                                    Shapiro Forman & Allen LLP
                                    380 Madison Ave., 25th Floor
                                    New York, NY 10017

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.

            15.4 Withholding. The Company may withhold from any amounts payable
under this Agreement such federal, state and local income, unemployment, social
security and similar employment related taxes and similar employment related
withholdings as shall be required to be withheld pursuant to any applicable law
or regulation.



                                     -22-


<PAGE>


                                                                EXECUTION COPY


            15.5 Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and any such provision which is not valid
or enforceable in whole shall be enforced to the maximum extent permitted by
law.

            15.6  Captions.  The captions of this Agreement are not part of the
                  --------
provisions hereof and shall have no force or effect.

            15.7 Entire Agreement. This Agreement contains the entire agreement
among the parties concerning the subject matter hereof and supersedes all prior
agreements, understandings, discussions, negotiations and undertakings, whether
written or oral, between the parties with respect thereto.

            15.8 Representation. Each party to this Agreement represents and
warrants that it is fully authorized and empowered to enter into this Agreement
and that the performance of its obligations under this Agreement will not
violate any agreement between it and any other person, firm or organization or
any applicable laws or regulations.

            15.9 Survivorship. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement or the
Executive's employment hereunder to the extent necessary to the intended
preservation of such rights and obligations.



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                                                                EXECUTION COPY

            15.10 Joint and Several Obligations. Anything to the contrary
notwithstanding in this Agreement, all of the monetary and non-monetary
obligations of the Company in this Agreement shall be and are the joint and
several obligations of the Company and the Subsidiaries.

            15.11 Joint Efforts/Counterparts. Preparation of this Agreement
shall be deemed to be joint effort of the parties hereto and shall not be
construed more severely against any party. This Agreement may be signed in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

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

                                    ARIS INDUSTRIES, INC.


                                    By  /s/ ARNOLD H. SIMON
                                       -----------------------------
                                          Arnold H. Simon
                                          Chief Executive Officer

                                    ECI SPORTSWEAR, INC.


                                    By  /s/ ARNOLD H. SIMON
                                       -----------------------------
                                          Arnold H. Simon
                                          Chief Executive Officer

                                    EUROPE CRAFT IMPORTS, INC.


                                    By  /s/ ARNOLD H. SIMON
                                       -----------------------------
                                          Arnold H. Simon
                                          Chief Executive Officer


                                     /s/ STEVEN FEINER
                                    ---------------------------
                                    Steven Feiner



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                                                                EXECUTION COPY

                                  SCHEDULE 5.8

                         PERQUISITES AND FRINGE BENEFITS

            o     Four (4) weeks of paid vacation for each calendar year, to be
                  taken cumulatively











                                     -25-


</TEXT>
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<FILENAME>0004.txt
<DESCRIPTION>ART. 5 FDS FOR 2ND QUARTER 10Q
<TEXT>

<TABLE> <S> <C>

<ARTICLE>           5
<MULTIPLIER>        1

<S>                                     <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                                            DEC-31-2000
<PERIOD-END>                                                 JUN-30-2000
<CASH>                                                           362,000
<SECURITIES>                                                           0
<RECEIVABLES>                                                 28,630,000
<ALLOWANCES>                                                           0
<INVENTORY>                                                   28,551,000
<CURRENT-ASSETS>                                              59,103,000
<PP&E>                                                        18,351,000
<DEPRECIATION>                                                (6,031,000)
<TOTAL-ASSETS>                                               110,945,000
<CURRENT-LIABILITIES>                                         66,023,000
<BONDS>                                                                0
<COMMON>                                                         795,000
<PREFERRED-MANDATORY>                                                  0
<PREFERRED>                                                            0
<OTHER-SE>                                                    26,186,000
<TOTAL-LIABILITY-AND-EQUITY>                                 110,945,000
<SALES>                                                       44,200,000
<TOTAL-REVENUES>                                              44,796,000
<CGS>                                                         29,034,000
<TOTAL-COSTS>                                                 20,050,000
<OTHER-EXPENSES>                                                       0
<LOSS-PROVISION>                                                       0
<INTEREST-EXPENSE>                                            1,230,000
<INCOME-PRETAX>                                               (5,518,000)
<INCOME-TAX>                                                     (10,000)
<INCOME-CONTINUING>                                           (5,528,000)
<DISCONTINUED>                                                         0
<EXTRAORDINARY>                                                        0
<CHANGES>                                                              0
<NET-INCOME>                                                  (5,528,000)
<EPS-BASIC>                                                      (0.07)
<EPS-DILUTED>                                                      (0.07)


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