<SUBMISSION>
<ACCESSION-NUMBER>0000887150-03-000010
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20031022
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>HAMPSHIRE GROUP LTD
<CIK>0000887150
<ASSIGNED-SIC>2253
<IRS-NUMBER>060967107
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-48598
<FILM-NUMBER>03952073
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>215 COMMERCE BLVD
<STREET2>PO BOX 2667
<CITY>ANDERSON
<STATE>SC
<ZIP>29625
<PHONE>8642256232
</BUSINESS-ADDRESS>
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<STREET1>215 COMMERCE BLVD
<STREET2>PO BOX 2667
<CITY>ANDERSON
<STATE>SC
<ZIP>29625
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>KUTTNER LUDWIG
<CIK>0001135426
<IRS-NUMBER>226315630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
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<STREET1>PO BOX 2667
<CITY>ANDERSON
<STATE>SC
<ZIP>29622
<PHONE>8642256232
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>LANNA TAYLOR
<STREET2>PO BOX 2667
<CITY>ANDERSON
<STATE>SC
<ZIP>29622
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>schedule13dkuttner.txt
<DESCRIPTION>MAIN BODY
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. 1)

                    Under the Securities Exchange Act of 1934


                            Hampshire Group, Limited
-------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.10 Par Value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    408859106
-------------------------------------------------------------------------------
                                 (CUSIP Number)

                                Ludwig G. Kuttner
                          c/o Hampshire Group, Limited
                             215 Commerce Boulevard
                         Anderson, South Carolina 29625
                                 (864) 225-6232
-------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                   Copies to:

                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher, L.L.P.
                               787 Seventh Avenue
                             New York, NY 10019-6099
                                 (212) 728-8000


                                 October 8, 2003
-------------------------------------------------------------------------------
          (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Paragraph 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: ___

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.

<PAGE>
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No.   408859106                                     Page 2 of 7 Pages
-------------------------------------------------------------------------------
1.  NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION

    Ludwig G. Kuttner                                    I.R.S. ####-##-####
-------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a)  ___X__
    (See Instructions)                                        (b)  ______
-------------------------------------------------------------------------------
3.  SEC USE ONLY

-------------------------------------------------------------------------------
4.  SOURCE OF FUNDS (See Instructions)                    PF OO
-------------------------------------------------------------------------------
5.  CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
    ITEMS 2(d) or 2(e)                                       _________
-------------------------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
-------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.  SOLE VOTING POWER                                            1,084,914*
-------------------------------------------------------------------------------
8.  SHARED VOTING POWER                                                  0
-------------------------------------------------------------------------------
9.  SOLE DISPOSITIVE POWER                                       1,084,914*
-------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER                                             0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,914*
-------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (See Instructions)                                      _______
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               26.7%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)                         I
-------------------------------------------------------------------------------
*   Includes 153,503 shares purchased for the account of Mr. Kuttner under
    Hampshire Group, Limited's Common Stock Purchase Plan for Directors and
    Executives and 20,000 shares issuable under presently exercisable options.

<PAGE>
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No.   408859106                                       Page 3 of 7 Pages
-------------------------------------------------------------------------------
1.  NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION
    Beatrice Ost-Kuttner                                    I.R.S. ####-##-####
-------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a)  __X___
    (See Instructions)                                        (b)  ______
-------------------------------------------------------------------------------
3.  SEC USE ONLY
-------------------------------------------------------------------------------
4.  SOURCE OF FUNDS (See Instructions)                      PF
-------------------------------------------------------------------------------
5.  CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
    TO ITEMS 2(d) or 2(e)                                          _______
-------------------------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION
    Germany
-------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.  SOLE VOTING POWER                                              188,864
-------------------------------------------------------------------------------
8.  SHARED VOTING POWER                                                  0
-------------------------------------------------------------------------------
9.  SOLE DISPOSITIVE POWER                                         188,864
-------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER                                             0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   188,864
-------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
    EXCLUDES CERTAIN SHARES (See Instructions)                      _______
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 4.6%
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)                          I
-------------------------------------------------------------------------------
<PAGE>
                                                              Page 4 of 7 Pages

Item 1. Security and Issuer.
----------------------------

     (a) This Amendment No. 1 amends the Schedule 13D filed by Ludwig G.
Kuttner and Beatrice Ost-Kuttner (the "Reporting Persons") on March 25, 2002
(the "Original 13D" and, together with this Amendment, the "Statement"). The
Statement relates to the Common Stock, par value $0.10 per share (the "Common
Stock"), of Hampshire Group, Limited, a corporation organized under the laws of
the state of Delaware (the "Company"), and is being filed pursuant to Rules
13d-1 and 13d-2 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Capitalized terms used but no defined herein have the meaning
assigned to them in the Original 13D.

Item 3. Source and Amount of Funds or Other Consideration.
---------------------------------------------------------

     Item 3 of the Statement is hereby amended and restated in its entirety to
read as follows:

    A company controlled by Mr. Kuttner purchased 727,273 shares of Common
Stock on March 25, 2002 for approximately $14,545,460 and 10,000 shares of
Common Stock on June 3, 2002 for approximately $200,000. Mr. Kuttner furnished
such payments from his personal funds. From time to time the Company has awarded
Mr. Kuttner options to purchase an aggregate of 20,000 shares of Common Stock,
which are presently exercisable, for a price of $8.625, for services as the
Company's Chairman, Chief Executive Officer and President. The Company purchased
153,503 shares of Common Stock for the account of Mr. Kuttner for an average
price of $9.20 pursuant to Hampshire Group Limited Common Stock Purchase Plan
for Directors and Executives.

     As of October 21, 2003, Mrs. Ost-Kuttner holds 188,864 shares of Common
Stock. Mrs. Ost-Kuttner furnished payments for such shares of Common Stock from
her personal funds.

Item 4. Purpose of Transaction.
------------------------------

     Item 4 of the Statement is hereby amended by inserting immediately prior to
the last paragraph thereof the following:

     On October 8, 2003, a company controlled by Mr. Kuttner entered into an
Asset Purchase Agreement with a subsidiary of the Company and a Stock Purchase
Agreement with the Company pursuant to which he sold an aggregate of 610,000
shares of Common Stock to the Company. Copies of the Asset Purchase Agreement
and the Stock Purchase Agreement are attached as exhibits hereto and are
incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.
---------------------------------------------

     Item 5 of the Statement is amended and restated in its entirety to read as
follows:

     As of October 21, 2003, Mr. Kuttner is the beneficial owner of 1,084,914
shares of Common Stock (including 153,503 shares purchased for the account of
Mr. Kuttner under the Hampshire Group Limited Common Stock Purchase Plan for
Directors and Executives and 6,100 shares issuable under presently exercisable
options). These shares of Common Stock represent approximately 26.7% of the
Company's outstanding Common Stock, calculated in accordance with Rule 13d-3 of
the Exchange Act. This percentage is based on a total of 4,062,721 shares of
Common Stock outstanding as of October 21, 2003. Mr. Kuttner expressly disclaims
beneficial ownership of the 188,864 shares of Common Stock held by Mrs.
Ost-Kuttner and the 90,000 shares of Common Stock held by their sons. If the
Reporting Persons were deemed to beneficially own all of the shares held by each
of them, they would be deemed to own 1,363,778 shares of Common Stock of the
Company (representing approximately 33.6% of the Company's outstanding Common
Stock as of October 21, 2003 calculated in accordance with Rule 13d-3 of the
Exchange Act).

<PAGE>
                                                              Page 5 of 7 Pages

     As of October 21, 2003, Mrs. Ost-Kuttner is the beneficial owner of 188,864
shares of Common Stock. These shares of Common Stock represent approximately
4.6% of the Company's outstanding Common Stock, calculated in accordance with
Rule 13d-3 of the Exchange Act. This percentage is based on a total of 4,062,721
shares of Common Stock outstanding as of October 21, 2003. Mrs. Ost-Kuttner
disclaims beneficial ownership of the 1,084,914 shares of Common Stock held by
Mr. Kuttner and the 90,000 shares held by their sons.

     (b) Mr. Kuttner has the direct power to vote and direct the disposition of
all of the shares held by him and may be deemed to have shared voting and
dispositive power with respect to the shares held by Mrs. Ost-Kuttner.

     Mrs. Ost-Kuttner has the sole power to vote and direct the disposition of
all of the 188,864 shares held by her.

     (c) Mr. Kuttner purchased 5,476 shares of Common Stock through the exercise
of options on August 28, 2003. Mr. Kuttner surrendered 2,030 shares of Common
Stock to the Company as partial payment for such shares. Except as set forth in
the previous sentence, no transactions in Common Stock were effected by any of
the Reporting Persons during the past sixty days.

     (d) No person other than each respective record owner referred to herein
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such Common Stock.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
        to the Securities of the Issuer.
-------------------------------------------------------------------------------

     Item 6 of the Statement is hereby amended and restated in its entirety to
read as follows:

     By virtue of the relationships among the Reporting Persons, as described in
Item 2, the Reporting Persons may be deemed to be a "group" under the Exchange
Act. Except as described in the Statement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between each of the
Reporting Persons and any other person with respect to any securities of the
Company, including but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies. None of the Common Stock beneficially owned by any of
the Reporting Persons is pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such shares.

Item 7.  Material to be Filed as Exhibits
-----------------------------------------

     (f) Asset Purchase Agreement, dated as of October 8, 2003

     (b) Stock Purchase Agreement, dated as of October 8, 2003

<PAGE>
                                                            Page 6 of 7 Pages
                                   SIGNATURES

     After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.


Dated:  October 8, 2003



By: /s/ Ludwig G. Kuttner

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



By: /s/ Beatrice Ost-Kuttner

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


<PAGE>
                                                             Page 7 of 7 Pages

EXHIBIT INDEX

Exhibit No.                            Title
-----------   ----------------------------------------------------------------
10.4          Asset Purchase Agreement dated October 8, 2003 by and between
              Hampshire Investments, Limited and K Holdings, L.L.C.

10.5          Stock Purchase Agreement dated October 8, 2003 by and between
              Hampshire Group, Limited and Ludwig Kuttner, Peter Woodworth
              and Charles Clayton.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>apagree104.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
                                                                  Exhibit 10.4

                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 8,
2003, by and between Hampshire Investments, Limited, a corporation organized
under the laws of the State of Delaware ("Seller"), and K Holdings, LLC, a
limited liability company organized under the laws of the State of Delaware
("Buyer").

                                    RECITALS


     WHEREAS, Seller has determined to dispose of the assets specified on Annex
A hereto (the "Purchased Assets");

     WHEREAS, Seller desires to sell the Purchased Assets to Buyer, and Buyer
desires to purchase the Purchased Assets from Seller, on the terms and subject
to the conditions set forth herein; and

     WHEREAS, Buyer is the owner of 250,000 shares of common stock, par value
$0.10 per share, of Hampshire Group, Limited (the "HGL Shares"), which shares
shall be transferred to Seller as consideration for the Purchased Assets.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

1.       DEFINITIONS

     For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:

     "Buyer" shall have the meaning given to such term in the first paragraph of
this Agreement.

     "Closing" shall have the meaning given to such term in Section 2.3.

     "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien, security interest, charge, preference,
participation interest, priority or security agreement.

     "Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union or other entity.
<PAGE>
     "Seller" has the meaning given to such term in the first paragraph of this
Agreement.

2.   PURCHASE AND SALE; ASSUMED LIABILITIES; CLOSING

     2.1. PURCHASE AND SALE. On the terms and subject to the conditions hereof,
(a) Buyer hereby purchases and accepts from Seller and Seller hereby sells,
assigns, transfers and conveys to Buyer, the Purchased Assets, free and clear of
any Liens; and (b) as consideration for the Purchased Assets, Buyer hereby
sells, assigns, transfers and conveys the HGL Shares to Seller.

     2.2. ASSUMED LIABILITIES. Buyer hereby assumes, and from and after the
Closing, shall perform, pay, satisfy, honor and discharge when due those
liabilities, obligations and commitments of Seller listed on Annex B hereto (the
"Assumed Liabilities"). Buyer shall not assume any other liabilities,
obligations or commitments of Seller other than the Assumed Liabilities.

     2.3. CLOSING. The closing of the purchase and sale of the Purchased Assets
provided for in this Agreement (the "Closing") will take place at the offices of
Kronish Lieb Weiner & Hellman LLP, 1114 Avenue of the Americas, New York, New
York 10036, at such time as:

          (a) Buyer delivers to Seller certificates representing the HGL Shares,
     duly endorsed (or accompanied by duly executed stock powers), for transfer
     to Seller; and

          (b) Each of Seller and Buyer execute and deliver all such instruments,
     documents and certificates as may be reasonably requested by the other
     party to consummate the transactions contemplated by this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer as follows:

     3.1. ORGANIZATION AND GOOD STANDING. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with full corporate power and authority to execute and deliver this
Agreement and perform and consummate the transactions contemplated hereby.

     3.2. AUTHORITY. The execution and delivery of this Agreement by Seller and
the performance by Seller of its obligations hereunder have been duly authorized
by all necessary action by Seller. This Agreement has been duly executed and
delivered by Seller and constitutes a valid and binding obligation of Seller
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

                                      -2-
<PAGE>
     3.3. TRANSFER OF TITLE TO PURCHASED ASSETS. Upon transfer of the HGL Shares
to Seller in accordance with the terms hereof, Seller will have transferred to
Buyer all of its right, title and interest in and to the Purchased Assets and
risk of loss to the Purchased Assets shall pass to Buyer as of 9:00 A.M., New
York time on October 8, 2003.

     3.4. NO CONFLICTS. The execution and delivery of this Agreement by Seller
and the performance by Seller of its obligations hereunder will not (a) result
in a violation of Seller's certificate of incorporation or bylaws, each as
amended to date, (b) result in a violation of any law, judgment or order
applicable to Seller, (c) conflict with, result in a breach of, or constitute a
default, or give rise to any right of termination, acceleration or cancellation,
under any material contract to which Seller is a party or (d) result in the
creation or imposition of any Lien upon the Purchased Assets. Except as set
forth on Schedule 3.4, no consents, waivers or approvals of parties to any
material contract to which Seller is a party are required in connection with the
transactions contemplated hereby.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller as follows:

     4.1. ORGANIZATION AND GOOD STANDING. Buyer is a limited liability
corporation duly organized, validly existing and in good standing under the laws
of the state of its organization, with full power and authority to execute and
deliver this Agreement and perform and consummate the transactions contemplated
hereby.

     4.2. AUTHORITY. The execution and delivery of this Agreement by Buyer and
the performance by Buyer of its obligations hereunder have been duly authorized
by all necessary action by Buyer. This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

     4.3. NO CONFLICTS. The execution and delivery of this Agreement by Buyer
and the performance by Buyer of its obligations hereunder will not (a) result in
a violation of such Buyer's organizational documents, (b) result in a violation
of any law, judgment or order applicable to Buyer, (c) conflict with, result in
a breach of, or constitute a default, or give rise to any right of termination,
acceleration or cancellation, under any material contract to which Buyer is a
party or (d) result in the creation or imposition of any Lien upon the HGL
Shares to be delivered by Buyer to Seller pursuant to this Agreement. No
consents, waivers or approvals of parties to any material contract to which
Buyer is a party are required in connection with the transactions contemplated
hereby.

     4.4 BUYER'S OWNERSHIP OF HGL SHARES. Buyer beneficially owns the HGL
Shares, free and clear of all Liens.

                                      -3-
<PAGE>
5. GENERAL PROVISIONS

     5.1. BUYER ACKNOWLEDGEMENT. Buyer hereby acknowledges that Seller makes no
express or implied representations or warranties whatsoever with respect to (a)
the Purchased Assets, which are being transferred to it on an "AS IS, WHERE IS"
basis, i.e., without representations or warranties regarding value, condition of
use, merchantability or fitness for a particular purpose or (b) the liabilities
relating to the Purchased Assets. Buyer hereby further acknowledges that it is
relying on its own familiarity with the Purchased Assets and the related
liabilities in making its decision to purchase the Purchased Assets and assume
the Assumed Liabilities and Buyer will not have any recourse against Seller
after the Closing by way of indemnification rights or claims for damages or
otherwise for any matter whatsoever relating to the Purchased Assets or the
Assumed Liabilities (other than a breach of the representation made by Seller in
Section 3.3 hereof).

     5.2. EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated thereby, including all fees and expenses of
agents, representatives, counsel, and accountants.

     5.3. PUBLIC ANNOUNCEMENTS. Any public announcement or similar publicity
with respect to this Agreement or the transactions contemplated hereby will be
issued at such time and in such manner as Seller determines. Unless consented to
by Seller in advance or required by applicable law, prior to Seller's public
announcement of the Closing, Buyer shall, and shall cause each of its affiliates
to, keep this Agreement strictly confidential and may not make any disclosure of
this Agreement to any Person.

     5.4. NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by fax (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service, in
each case to the appropriate addresses and fax numbers set forth below (or to
such other addresses and fax numbers as a party may designate by notice to the
other parties):

Seller:          Hampshire  Investments,  Limited - Hampshire  Group, Limited
                 Special Committee of the Board of Directors
                 605 Park Avenue
                 Apartment 9D
                 New York, New York 10021
                 Attention:  Irwin Winter
                 Facsimile: (212) 734-4045

                                      -4-
<PAGE>
with a copy to:  Kronish Lieb Weiner & Hellman LLP
                 1114 Avenue of the Americas
                 New York, N.Y. 10036
                 Attention:  Malcolm  I.  Ross,  Esq.  and  Scott  L.
                 Kaufman, Esq.
                 Facsimile No.: (212) 479-6275

Buyer:           Ludwig Kuttner, President
                 627/712 Plank Road
                 Keene, Virginia 22946
                 Facsimile No.: (434) 293-5721

with a copy to:  Willkie Farr & Gallagher LLP
                 767 Seventh Avenue, 39th Floor
                 New York, New York 10019
                 Attention:  Steven J. Gartner, Esq.
                 Facsimile No.: (212) 728-8111

     5.5. GOVERNING LAW. This Agreement will be governed by the laws of the
State of New York without regard to conflicts of laws principles.

     5.6. FURTHER ASSURANCES. The parties agree, to the extent commercially
reasonable, (a) to furnish upon request to each other such further information,
(b) to execute and deliver to each other such other documents, and (c) to do
such other acts and things, as may reasonably be requested for the purpose of
carrying out the intent of this Agreement and the transactions contemplated
hereby.

     5.7. WAIVER. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege.

     5.8. ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of this Agreement
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement executed by the parties.

     5.9. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Neither Seller nor
Buyer may assign any of its rights under this Agreement without the prior
consent of the other party. Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement.

                                      -5-
<PAGE>
     5.10. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable through arbitration or otherwise, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

     5.11. SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

     5.12. ARBITRATION. Any dispute or controversy arising under, out of, in
connection with, or in relation to this Agreement or any breach of this
Agreement shall be determined and settled by arbitration in New York, New York,
by a panel of three arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Any award rendered
therein shall be final and binding upon the parties thereto, provided, however,
that each of the parties shall bear its own legal fees and expenses.

     5.13. COUNTERPARTS. This Agreement may be executed via facsimile and in one
or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]
                                      -6-
<PAGE>

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



K HOLDINGS, LLC:                       HAMPSHIRE INVESTMENTS, LIMITED:





By:  /s/ Ludwig Kuttner               By:   /s/  Susan C. Chu
----------------------------          ---------------------------------
Name: Ludwig Kuttner                  Name:  Susan C. Chu
Title: Managing Member                Title:  Vice President


                                      -7-
<PAGE>
                                     ANNEX A

                                Purchased Assets

1.   Those certain apartments located at 33 West 67th Street, Apts. 4RE and 4RW,
     New York, NY 10023.

2.   That certain real property (known as the Terraces Building) located at
     100-108 West Main Street, Charlottesville, VA 22902 (Tax Map 28, parcel
     19).

3.   That certain real property (known as the Terraces Building Parking Lot)
     located adjacent to the Terraces Building.

4.   102.200 shares of the common stock of Bonton Music a.s., a corporation
     incorporated under the laws of the Czech Republic.

5.   102.200 shares of the common stock of Bonton Pictures a.s., a corporation
     incorporated under the laws of the Czech Republic.

6.   102.200 shares of the common stock of Bonton Book a.s., a corporation
     incorporated under the laws of the Czech Republic.

7.   204.400 shares of the common stock of Bonton a.s., a corporation
     incorporated under the laws of the Czech Republic.

8.   51.100 shares of the common stock of Bonton Discs a.s., a corporation
     incorporated under the laws of the Czech Republic.

9.   102.200 shares of the common stock of Bonton Film Entertainment a.s., a
     corporation incorporated under the laws of the Czech Republic.

10.  15,938 shares of Einbecker Brauhaus a.g., a corporation incorporated under
     the laws of the Czech Republic.


                                      -8-
<PAGE>

                                     ANNEX B

                               Assumed Liabilities

1.   Security deposits and prepaid rents in the amount of $89,288.00 related to
     the Terraces Building.

2.   All contractual obligations relating to the Purchased Assets.

















                                      -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>spa105.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
                                                                Exhibit 10.5


                            STOCK PURCHASE AGREEMENT


     THIS AGREEMENT  ("Agreement") is made as of October 8, 2003, by and between
Hampshire Group, Limited, a corporation organized under the laws of the State of
Delaware  ("Seller"),  and each  individual  listed on Annex A to this Agreement
(each a "Buyer" and together, "Buyers").

                                    RECITALS

     WHEREAS,  Seller owns all of the issued and  outstanding  shares of capital
stock (the "HIL Shares") of Hampshire Investments, Limited (the "HIL");

     WHEREAS, HIL primarily holds real estate property and other investments;

     WHEREAS,  Seller has  determined to dispose of HIL because of its desire to
divest itself of the real estate properties and business conducted by HIL;

     WHEREAS, Seller was represented in the negotiation of such divestiture by a
special  committee of its Board of Directors  composed  entirely of  independent
directors;

     WHEREAS,  the Board of Directors  of the Seller  desires for Seller to sell
the HIL Shares to Buyers,  and Buyers  desire to  purchase  the HIL Shares  from
Seller, on the terms and subject to the conditions set forth herein; and

     WHEREAS,  Buyers  are the  respective  owners of the  shares of issued  and
outstanding  common  stock,  par value $0.10 per share,  of Seller (the  "Seller
Common  Stock")  listed  after  their names on Annex A hereto,  representing  an
aggregate of 450,000  shares,  which shares  shall be  transferred  to Seller in
exchange for the HIL Shares.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein, and for other good and valuable consideration,  the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

1.   DEFINITIONS

     For  purposes of this  Agreement,  the  following  terms have the  meanings
specified or referred to in this Section 1:

     "Buyer" shall have the meaning given to such term in the first paragraph of
this Agreement.

     "Buyers"  shall have the meaning given to such term in the first  paragraph
of this Agreement.
<PAGE>
     "Closing" shall have the meaning given to such term in Section 2.2.

     "Closing Date" shall have the meaning given to such term in Section 2.2.

     "HIL  Shares"  has the meaning  given to such term in the  Recitals of this
Agreement.

     "Lien"  means  any  mortgage,   deed  of  trust,   pledge,   hypothecation,
assignment,   encumbrance,   lien,   security  interest,   charge,   preference,
participation interest, priority or security agreement.

     "Person"  means  any  individual,  corporation  (including  any  non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association, organization, labor union or other entity.

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
successor law, and  regulations  and rules issued pursuant to the Securities Act
or any successor law.

     "Seller" has the meaning given to such term in the first  paragraph of this
Agreement.

2.   PURCHASE AND SALE OF HIL SHARES; CLOSING

     2.1.  PURCHASE  AND SALE OF HIL  SHARES.  On the terms and  subject  to the
conditions hereof, (a) Seller hereby sells,  assigns,  transfers and conveys the
HIL Shares,  free and clear of any Liens,  to Buyers in the  respective  amounts
listed  after  their names on Annex A hereto,  and Buyers  hereby  purchase  and
accept the HIL Shares from  Seller;  and (b) each Buyer hereby  sells,  assigns,
transfers  and conveys the  respective  number of shares of Seller  Common Stock
listed after such Buyer's name on Annex A hereto.

     2.2.  CLOSING.  The purchase and sale (the "Closing")  provided for in this
Agreement  will take place at the offices of Willkie  Farr & Gallagher  LLP, 787
Seventh Avenue, New York, New York 10019, at such time (the "Closing Date") as:

     (a) Seller  delivers to Buyers  certificates  representing  the HIL Shares,
duly endorsed (or  accompanied by duly executed  stock powers),  for transfer to
Buyers, or otherwise in Buyers' names; and

     (b) Each Buyer  delivers  to Seller  the number of shares of Seller  Common
Stock  listed  after  such  Buyer's  name on  Annex A  hereto,  by  delivery  of
certificates  representing  such shares,  duly endorsed (or  accompanied by duly
executed stock powers),  for transfer to Seller, or otherwise causes such shares
to be transferred to Seller.

                                      -2-
<PAGE>

3.   REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyers as follows:

     3.1. ORGANIZATION AND GOOD STANDING. Each of Seller and HIL is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Seller has full corporate power and authority to
execute and deliver this Agreement and perform and consummate the transactions
contemplated hereby.

     3.2. AUTHORITY. The execution and delivery of this Agreement by Seller and
the performance of Seller's obligations hereunder have been duly authorized by
all necessary action by Seller. This Agreement has been duly executed and
delivered by Seller and constitutes a valid and binding obligation of Seller
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

     3.3. CAPITALIZATION. Immediately prior to the Closing, the authorized
capital stock of HIL will consist of 1,000 shares of common stock, $0.01 par
value per share, of which 1,000 shares are issued and outstanding. Upon
consummation of the transactions contemplated hereby, Buyers will acquire good
and valid title to all issued and outstanding shares of HIL.

     3.4. OWNERSHIP OF HIL SHARES. Seller beneficially owns the HIL Shares free
and clear of all Liens.

     3.5. NO CONFLICTS. The execution and delivery of this Agreement by Seller
and the performance of Seller's obligations hereunder will not (a) result in a
violation of Seller's certificate of incorporation or bylaws, each as amended to
date, (b) result in a violation of any law, judgment or order applicable to
Seller, (c) conflict with, result in a breach of, or constitute a default, or
give rise to any right of termination, acceleration or cancellation, under any
material contract to which Seller is a party or (d) result in the creation or
imposition of any Lien upon the HIL Shares. No consents, waivers or approvals of
parties to any material contract to which Seller is a party are required in
connection with the transactions contemplated hereby.

4.   REPRESENTATIONS AND WARRANTIES OF BUYERS

     Each Buyer represents and warrants to Seller as follows:

     4.1. AUTHORITY. The execution and delivery of this Agreement by Buyer and
the performance of Buyer's obligations hereunder have been duly authorized by
all necessary action by Buyer. This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

                                      -3-
<PAGE>

     4.2. SECURITIES ACT REPRESENTATIONS. Buyer understands that the issuance to
Buyer of the HIL Shares as contemplated hereby is intended to be exempt from
registration under the Securities Act. Buyer is not intending to, and will not
offer or distribute the HIL Shares acquired hereunder or any interest therein
except in compliance with the Securities Act. Buyer has sufficient knowledge and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of its investment in the HIL Shares and Buyer is capable of
bearing the economic risks of such investment, including a complete loss
thereof. Buyer has been given the opportunity to ask questions of and receive
answers from Seller concerning Seller, HIL and the HIL Shares. Buyer has been
furnished with all information it deems necessary or desirable to evaluate the
merits and risks of the acquisition of the HIL Shares and Seller has made
available to Buyer or its agents all documents and information relating to an
investment in the HIL Shares requested by or on behalf of Buyer. In evaluating
the suitability of an investment in the HIL Shares, Buyer has not relied upon
any representations (other than the representations and warranties of Seller
contained herein) or other information (other than as contemplated by the
preceding sentences), whether oral or written, made by or on behalf of Seller.
Buyer is an "accredited investor" as such term is defined in Regulation D under
the Securities Act.

     4.3. NO CONFLICTS. The execution and delivery of this Agreement by Buyer
and the performance of Buyer's obligations hereunder will not (a) result in a
violation of such Buyer's organizational documents (if such Buyer is a
corporation, limited liability company, partnership or other entity), (b) result
in a violation of any law, judgment or order applicable to Buyer, (c) conflict
with, result in a breach of, or constitute a default, or give rise to any right
of termination, acceleration or cancellation, under any material contract to
which Buyer is a party or (d) result in the creation or imposition of any Lien
upon the shares of Seller Common Stock to be delivered by Buyer to Seller
pursuant to this Agreement. No consents, waivers or approvals of parties to any
material contract to which Buyer is a party are required in connection with the
transactions contemplated hereby.

     4.4 BUYERS' OWNERSHIP OF SELLER COMMON STOCK. Each Buyer beneficially owns
the number of shares of Seller Common Stock listed after his name on Annex A
hereto, free and clear of all Liens

5.   GENERAL PROVISIONS

     5.1. TAX INDEMNIFICATION. Seller shall indemnify HIL, its subsidiaries, and
each Buyer, and hold them harmless from and against without duplication, any
loss, claim, liability, expense, or other damage attributable to (i) all income
taxes (or the non-payment thereof) of HIL and its subsidiaries for all taxable
periods ending on or before the Closing Date and the portion through the end of
the Closing Date for any taxable period that includes (but does not end on) the
Closing Date and (ii) all income taxes of any member of an affiliated,
consolidated, combined or unitary group of which HIL or any of its subsidiaries
(or any predecessor of any of the foregoing) is or was a member on or prior to
the Closing Date, including pursuant to Treasury Regulation ss.1.1502-6 or any
analogous or similar state, local, or foreign law or regulation.

                                      -4-
<PAGE>
     5.2. BUYER ACKNOWLEDGEMENT. Each Buyer hereby acknowledges that Seller
makes no express or implied representations or warranties whatsoever (x) with
respect to the business, financial condition, results of operations or prospects
(including probable success or profitability after the Closing) of HIL and its
subsidiaries or (y) the assets, whether real, personal or mixed, owned directly
or indirectly by HIL, which are being indirectly transferred to it on an "AS IS,
WHERE IS" basis, i.e., without representations or warranties regarding value,
condition of use, merchantability or fitness for a particular purpose or (z) the
liabilities of HIL which relate directly or indirectly to such HIL assets. Each
Buyer hereby further acknowledges he or she is relying on his or her own
familiarity with HIL and its direct and indirect assets and liabilities in
making his or her decision to purchase the HIL Shares and no Buyer will have any
recourse against Seller after the Closing, by way of indemnification rights or
claims for damages or otherwise for any matter whatsoever relating to HIL or its
direct or indirect assets or liabilities (other than a breach of the
representation made by Seller in Section 3.4 hereof and as set forth in Section
5.1).

     5.3. EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated thereby, including all fees and expenses of
agents, representatives, counsel, and accountants.

     5.4. PUBLIC ANNOUNCEMENTS. Any public announcement or similar publicity
with respect to this Agreement or the transactions contemplated hereby will be
issued at such time and in such manner as Seller determines. Unless consented to
by Seller in advance or required by applicable law, prior to Seller's public
announcement of the Closing, each Buyer shall, and shall cause each of its
affiliates to, keep this Agreement strictly confidential and may not make any
disclosure of this Agreement to any Person.

     5.5. NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by fax (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service, in
each case to the appropriate addresses and fax numbers set forth below (or to
such other addresses and fax numbers as a party may designate by notice to the
other parties):

Seller:                  Hampshire Group, Limited
                         Special Committee of the Board of Directors
                         605 Park Avenue
                         Apartment 9D
                         New York, New York 10021
                         Attention:  Irwin Winter
                         Facsimile: (212) 734-4045

                                      -5-
<PAGE>
with a copy to:          Kronish Lieb Weiner & Hellman LLP
                         1114 Avenue of the Americas
                         New York, N.Y. 10036
                         Attention:  Malcolm  I.  Ross,  Esq.  and  Scott  L.
                         Kaufman, Esq.
                         Facsimile No.: (212) 479-6275


Buyer:                   Ludwig Kuttner, President
                         627/712 Plank Road
                         Keene, Virginia 22946
                         Facsimile No.: (434) 293-5721


with a copy to:          Willkie Farr & Gallagher LLP
                         767 Seventh Avenue, 39th Floor
                         New York, New York 10019
                         Attention:  Steven J. Gartner, Esq.
                         Facsimile No.: (212) 728-8111

     5.6. GOVERNING LAW. This Agreement will be governed by the laws of the
State of Delaware without regard to conflicts of laws principles.

     5.7. FURTHER ASSURANCES. The parties agree, to the extent commercially
reasonable, (a) to furnish upon request to each other such further information,
(b) to execute and deliver to each other such other documents, and (c) to do
such other acts and things, as may reasonably be requested for the purpose of
carrying out the intent of this Agreement and the transactions contemplated
hereby.

     5.8. WAIVER. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege.

     5.9. ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of this Agreement

                                      -6-
<PAGE>
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement executed by the parties.

     5.10. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Neither the
Seller, on the one hand, nor any of the Buyers, on the other hand, may assign
any of its rights under this Agreement without the prior consent of the other
party. Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement.

     5.11. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable through arbitration or otherwise, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

     5.12. SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

     5.13. ARBITRATION. Any dispute or controversy arising under, out of, in
connection with, or in relation to this Agreement or any breach of this
Agreement shall be determined and settled by arbitration in New York, New York,
by a panel of three arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Any award rendered
therein shall be final and binding upon the parties thereto, provided, however,
that each of the parties shall bear its own legal fees and expenses.

     5.14. DEFENSE OF CLAIMS.

     (a)  Seller shall indemnify, defend and hold harmless Buyers from and
          against any and all losses, damages, amounts paid in settlement,
          judgments and fees and expenses of counsel (including fees and
          expenses relating to defense of any Proceedings) resulting from or
          arising out of any claim, action, suit or proceeding ("Proceedings")
          threatened or commenced by any Person relating to the transactions
          contemplated hereby (other than Proceedings commenced by Seller
          against Buyers for a breach of this Agreement). If any Buyer receives
          notice of any matter which may give rise to a claim for
          indemnification hereunder, such Buyer shall notify Seller promptly

                                      -7-
<PAGE>
          thereafter; provided, however, that no delay on the part of Buyers in
          notifying Seller shall relieve Seller from any obligation hereunder
          unless, and then solely to the extent that, Seller is actually
          prejudiced thereby.

     (b)  Once any Buyer has given notice of the matter to Seller, Seller shall
          assume the defense of such matter and defend against the matter in any
          manner it deems appropriate. Buyers may retain separate counsel at
          their sole cost and expense (except that Seller shall be responsible
          for the fees and expenses of one counsel for Buyers to the extent any
          Buyer is advised, in writing by its counsel, that the counsel Seller
          has selected has a conflict of interest).

     (c)  Seller shall be relieved of its obligations under this Section 5.14 as
          to any Buyer if such Buyer shall consent to the entry of a judgment or
          enter into any settlement with respect to any matter which may give
          rise to a claim for indemnification without the written consent of
          Seller.

     (d)  Notwithstanding anything to the contrary contained herein, the
          provisions of this Section 5.14 shall be subject to the limitations,
          if any, on indemnification set forth in Section 145 of the Delaware
          General Corporation Law ("the GCL") with respect to any Buyer who is
          or was a director, officer, employee or agent of Seller or any
          subsidiary of Seller (it being the intent of the parties hereto to
          provide indemnification to the Buyers to the maximum extent permitted
          by applicable law). Further, any such Buyer hereby agrees to grant to
          the Seller the undertaking contemplated by Section 145 (e) of the GCL
          as a condition to the receipt in advance of any expenses of any
          Proceeding if, in the opinion of counsel to Seller, such undertaking
          is required under applicable law in order to permit Seller to advance
          expenses hereunder.

     5.15. COUNTERPARTS. This Agreement may be executed via facsimile and in one
or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]





                                      -8-
<PAGE>

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

BUYERS:                                HAMPSHIRE GROUP, LIMITED:
------                                 ------------------------

                                       By: THE SPECIAL COMMITTEE OF THE
                                       BOARD OF DIRECTORS  CONSTITUTED PURSUANT
/s/ Ludwig Kuttner                     TO A RESOLUTION OF THE BOARD OF
-----------------------                DIRECTORS DATED JULY 7, 2003
Ludwig Kuttner

/s/ Peter W. Woodworth                 By: /s/ Irwin Winter
-----------------------                -----------------------------
Peter W. Woodworth                     Name: Irwin Winter
                                       Title: Chairman

/s/ Charles W. Clayton
-----------------------
Charles W. Clayton











                                      -9-
<PAGE>
                                     ANNEX A

                                     Number of shares
                                     of Seller Common      Number of HIL Shares
       Name                          Stock being paid        being purchased
------------------------------------------------------------------------------

Ludwig Kuttner
PO Box 359                                 360,000                800
Keene, VA  22946
Social Security No.: 226 31 5630

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Peter W. Woodworth
702 Main Street                             76,500                170
Winona, MN  55987
Social Security No.: 470 52 5623

------------------------------------------------------------------------------
Charles W. Clayton
300 Compass Point                           13,500                 30
Anderson, SC  29625
Social Security No.: 249 58 4345

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

















                                      -10-

</TEXT>
</DOCUMENT>
</SUBMISSION>
