

<PAGE>

                                                                  Exhibit 10.20

                                INTERNATIONAL

                          EXCLUSIVE LICENSE AGREEMENT                  BHPC.12I
                          ---------------------------

  THIS AGREEMENT is made and entered into this 15th day of August, 1996 by 
and between BHPC Marketing, Inc., a corporation duly organized and existing 
under the laws of California, having its principal place of business at 620 
West 135th Street, Gardena, California 90248 (hereinafter referred to as 
"LICENSOR"), and Zacari 2000, S.L., a Spanish Limited Corporation, having its 
principal place of business at c/LLULL 88, B1, 08005, Barcelona, Spain 
(hereinafter referred to as "LICENSEE").

     WHEREAS, LICENSOR is the owner with the right to grant licenses of the 
Trademarks illustrated in Exhibit "A" attached hereto (the "Trademarks"); and

     WHEREAS, LICENSEE is desirous of obtaining the exclusive right to use 
the aforesaid Trademarks in connection with the import or manufacture and 
sale of certain licensed products defined herein.

NOW, THEREFORE, it is agreed by the parties as follows:

1. DEFINITIONS
   -----------
     The following terms shall have meanings as set forth below:

a.   "Trademarks" shall mean the Trademarks set forth in Exhibit "A".

b.   "Territory" shall mean that geographical area defined in item 1 of the 
     attached License Agreement Detail Schedule.

c.   "Licensed Product" shall be defined as set forth in item 2 of the 
     attached License Agreement Detail Schedule.

d.   *

2.  RIGHTS GRANTED
    --------------

    LICENSOR hereby grants to LICENSEE, upon the terms and conditions set 
    forth herein, an exclusive, personal, non-transferable, non-assignable 
    license, without the right to grant sublicenses, to use the Trademarks 
    solely on or in conjunction with the design, manufacture, import, 
    distribution, advertising, promotion, shipment, and sale of the Licensed
    Product in the Territory. This license is extended to and includes wholesale
    sales only and does not include retail sales. LICENSEE is hereby authorized
    to enter

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

<PAGE>

BHPC.12I


    into distributorship agreements, with prior written approval of LICENSOR, 
    said approval not to be unreasonably withheld.

3.  *

4.  GOOD WILL AND PROMOTIONAL VALUE
    -------------------------------

 a. LICENSEE recognizes the value of the good will associated with the     
    Trademarks and acknowledges that the Trademarks, and all rights therein and 
    the good will pertaining thereto, belong exclusively to LICENSOR. 
    LICENSEE further recognizes and acknowledges that the Trademarks have 
    acquired secondary meaning in the mind of the public.

 b. LICENSEE agrees that its use of the Trademarks shall inure to the benefit 
    of LICENSOR and that LICENSEE shall not, at any time, acquire any rights in
    the Trademarks by virtue of any use it may make of the Trademarks.

 c. LICENSEE acknowledges that LICENSOR is entering into this Agreement not 
    only in consideration of the royalties paid hereunder but also for the good
    will and promotional value to be secured by LICENSOR for the Trademarks as a
    result of the manufacture, offering for sale, sale, advertising, promotion,
    shipment and distribution of the Licensed Product by LICENSEE.

5.  *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       2

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BHPC.12I

    *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       3





<PAGE>

BHPC.12I

     *

 d.  LICENSEE agrees that the Licensed Product and all Promotional and 
     Packaging Material shall contain only those legends, markings and/or
     notices as required from time to time by LICENSOR to give appropriate
     notice to the consuming public of LICENSOR's right, title and interest
     thereto.

 e.  LICENSOR may, periodically and from time to time during the term of this
     Agreement, require that LICENSEE submit to LICENSOR, at no cost to 
     LICENSOR, or LICENSOR or its designees may randomly select and retain 
     during the inspection referred to in Subparagraph 5f, below, one (1) 
     additional set of Production Samples of the Licensed Product and/or the
     Promotional and Packaging Material relating to the Licensed Product for
     subsequent review and written approval of the quality of, trademark usage
     and notice on same, and for any other purpose that LICENSOR deems 
     appropriate.

 f.  To assure that the provisions of this Paragraph 5 are being observed,
     LICENSEE agrees that it will allow LICENSOR or its designees, 
     periodically and from time to time during the term of this Agreement, to
     enter LICENSEE's premises and/or the premises where the Licensed Product 
     is being manufactured or inventoried during regular business hours and 
     upon reasonable notice, for the purposes of inspecting and approving the
     Licensed Product and the Promotional and Packaging Material relating to 
     the Licensed Product.

 g.  *

6.   ADVERTISING/USE OF THE TRADEMARK
     --------------------------------

 a.  LICENSEE will adopt and carry out its own marketing and advertising 
     program with respect to the Licensed Product.  LICENSEE agrees that 
     LICENSEE's advertising, public relations and sales promotion activities
     will be subject to prior consultation with, and written approval by,
     LICENSOR as to the general form and content only with respect to the use
     of the Trademarks and other notices.

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                        4
<PAGE>
     BHPC.12I

 b.  *

 c.  LICENSEE agrees that upon request of LICENSOR, it shall loan a reasonable
     number of products to LICENSOR and its other licensees for advertising 
     and promotional purposes.

 d.  *

 e.  Advertising directed to the public may not feature the name of LICENSEE.  
     If approved, advertising directed to the trade may feature the following: 
     BHPC Marketing, Inc. under Trademark License to (Name of LICENSEE).

 f.  LICENSEE agrees that the Trademark will appear on each Licensed Product 
     and its packaging, if any. LICENSEE shall use only those tags, labels and 
     packaging materials which have been previously approved in writing.  All
     tags, labels and packaging materials bearing the Trademark must be 
     submitted on the "Advertising Approval Form" (Exhibit "B-3").

 g.  LICENSEE shall affix such legends, markings and notices on all License
     Product as are required by LICENSOR and the law.

 h.  LICENSEE must submit for approval to LICENSOR a printer's proof of each 
     item before final printing.

7.   DURATION OF THE AGREEMENT
     -------------------------

 a.  This Agreement shall continue for three (3) consecutive Contract Years 
     in respective durations as set forth in item 3 of the attached License
     Agreement Detail Schedule (hereinafter collectively the "Initial Term") 
     and shall then expire unless sooner terminated in accordance with the
     terms and conditions set forth herein.

 b.  If LICENSEE fully performs according to all of the terms and conditions
     hereof including, without limitation, the terms and conditions 
     specifically enumerated below, LICENSEE shall have three (3) consecutive
     options to renew this Agreement for three (3) consecutive contract 
     periods, i.e., Contract Years, of one (1) year each (hereinafter 
     collectively the "Renewal Term").  In order to exercise each individual
     option, LICENSEE must provide LICENSOR with written notice of its
     intention to exercise each respective option and such written notice 
     must be received by LICENSOR no later than *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       5
<PAGE>
     BHPC.12I

     prior to the expiration of the Initial Term or immediately preceding 
     Contract Year of the Renewal Term.  * Except as specifically set forth 
     herein to the contrary, LICENSEE's performance in the Renewal Term shall 
     be pursuant to the same terms and conditions recited herein for the 
     Initial Term.

8.   ROYALTIES
     ---------

 a.  "Royalty", as used in this Agreement, shall consist of:

     (i) LICENSEE paying to LICENSOR, during the term of this Agreement, a
     Royalty in an amount equal to six percent (6%) of the Net Shipments by
     LICENSEE for Licensed Product sold under the Trademarks directly to
     Authorized BHPC Distributors.  Any sales of Licensed Product to 
     Distributors will be under approved Distributorship Agreements by 
     LICENSOR.

     (ii) LICENSEE paying to LICENSOR, during the term of this Agreement, a
     Royalty in an amount equal to six percent (6%) of the Net Shipments by
     LICENSEE for Licensed Product sold under the Trademarks directly to
     Retail Stores.

 * 

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                        6
<PAGE>

     BHPC.12I

     *

9.   PAYMENT
     -------

 *

 c.  LICENSEE's statements shall be submitted to:

                BHPC Marketing, Inc.
                620 West 135th Street
                Gardena, California 90248
                Attn: Royalty Receivables Department


*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.


                                       7

<PAGE>

     BHPC.12I

All amounts payable to LICENSOR by LICENSEE shall be wire transferred to:

                Bank Name:        First Interstate Bank
                Bank ABA#:        122000218
                Bank Address:     707 Wilshire Blvd.
                                  Los Angeles, CA 90017
                Account Name:     BHPC Marketing, Inc.
                Account Number:   149-6-38302

 *

10.  GUARANTEES
     ----------

 a.  Guaranteed Annual Royalty Payments - LICENSEE shall pay, for each
     Contract Year during the term of this Agreement, beginning with the First
     Contract Year, the respective Guaranteed Annual Royalty Payments set
     forth in item 7 of the attached License Agreement Detail Schedule.

 b.  Guaranteed Target Net Shipments - If, in any Contract Year, LICENSEE does
     not achieve the Guaranteed Target Net Shipment Volume figure set forth in
     item 7 of the attached License Agreement Detail Schedule LICENSOR may, at
     its option, immediately thereafter terminate this Agreement in writing.

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       8

<PAGE>

     BHPC.12I

 c.  Guaranteed Net Shipments - If, in any Contract Year, LICENSEE does not
     achieve the Guaranteed Net Shipments figure for a particular country set
     forth in item 7 of the attached Licensed Agreement Detail Schedule
     LICENSOR may, at its option, immediately thereafter terminate this
     Agreement in writing for that particular country only.

 d.  *

 e.  *
     
     
     

11.  EXPLOITATION BY LICENSEE
     ------------------------

 a.  LICENSEE agrees to commence, and diligently continue thereafter, the
     distribution, shipment and sale of the Licensed Product in commercially
     reasonable quantities in the Territory on or before the respective
     distribution date set forth next to the Licensed Product described in
     item 2 of the attached License Agreement Detail Schedule.

 b.  LICENSEE agrees that the Licensed Product will only be sold to retailers,
     jobbers, wholesalers and BHPC Authorized Distributors for sale, shipment
     and distribution to retail stores and merchants commonly considered and
     referred to in the industry as fine department stores and better
     specialty stores and/or to fine department stores and better specialty
     stores for sale, shipment and distribution direct to the public. The
     manner and scope of the distribution of the Licensed Product,
     availability, variety, fabrication, colors and sizes are critical to the
     promotion, enhancement and protection of the Trademarks and their
     associated

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       9
<PAGE>

     BHPC.12I

     goodwill.  LICENSEE acknowledges that it has no right to and shall not 
     sell or distribute the Licensed Product to any diverter or to anyone 
     outside of the Territory or to any Distributor who is not a BHPC 
     Authorized Distributor.

 c.  *

12.  *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       10

<PAGE>

     BHPC.12I

     *

13.  USE, DISPLAY, AND SALE INVOLVING THE TRADEMARKS AND COPYRIGHT
     -------------------------------------------------------------

 a.  In order to protect the Trademarks and LICENSOR's reputation, LICENSEE
     will manufacture, distribute and sell the Licensed Product in compliance
     with all applicable laws.  *

 b.  LICENSEE shall exercise all reasonable efforts, within the limits allowed
     by the laws and governmental regulations in effect in the Territory, to 
     ensure that its merchandising and sales of the Licensed Product shall 
     conform to policies and methods suitable for goods of high quality sold
     under a prestigious label of worldwide repute.

14.  OWNERSHIP OF THE TRADEMARKS
     ---------------------------

 a.  LICENSEE agrees that nothing in this Agreement shall give LICENSEE any 
     right, title, or interest in the Trademarks, other than the license to
     use the Trademarks on the Licensed Product; that such marks are the sole
     property of Licensor; that all such uses by LICENSEE of such marks shall
     inure only to the benefit of LICENSOR; and it being understood that all
     right, title and interest relating thereto are expressly reserved by the
     LICENSOR except for the rights being licensed hereunder.

 b.  LICENSEE agrees and acknowledges that if it has obtained or obtains in 
     the future, in any country, any right, title, or interest in any marks 
     which are confusingly similar to the Trademark, (including the filing of
     any application for trademarks or service mark registration or the
     obtaining of any issued registration), that LICENSEE has acted or will 
     act as an agent and for the benefit of LICENSOR.  LICENSEE further agrees
     to execute any and all instruments deemed by LICENSOR, its attorneys or
     representatives, to be necessary

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      11

<PAGE>

     BHPC.12I

     to transfer such right, title, or interest to LICENSOR to protect 
     LICENSOR's right, title and interest in such marks.

 c.  *

15.  COMPLIANCE WITH LIMITATIONS ON USE OF TRADEMARKS
     ------------------------------------------------

     LICENSEE agrees that the Licensed Product, and all labels, hang tags, 
     packaging and other trade dress, used in connection with such Licensed 
     Products, shall not violate any restrictions on use or display of the 
     marks as provided in that Settlement Agreement and Consent Judgement with
     Polo Fashions, Inc., a copy of which is attached hereto as Exhibit "D".
     Nothing contained in this Agreement makes Polo Fashions, Inc., or any 
     related company, a third party beneficiary of this Agreement.

16.  THIRD PARTY INFRINGEMENT
     ------------------------

     LICENSEE agrees to notify LICENSOR in writing of any infringements or 
     imitations by third parties of the Trademarks, the Licensed Product 
     and/or the Promotional and Packaging Material which may come to 
     LICENSEE's attention.  *

17.  ASSIGNABILITY AND MANUFACTURING
     -------------------------------

 a.  The license granted hereunder is, and shall remain, personal to LICENSEE
     and shall not be granted, assigned, or otherwise conveyed by any act of
     LICENSEE or by operation of law.  For the purposes of this Paragraph 17,
     any sale or transfer of any ownership interest in LICENSEE shall 
     constitute a prohibited assignment of the license granted hereunder.  
     LICENSEE shall have not right to grant any sublicenses without LICENSOR's
     prior express written approval.  Any attempt on the part of LICENSEE to
     arrange to sublicense or assign to third parties its rights under this
     Agreement, shall constitute a material breach of this

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      12


<PAGE>


    Agreement.

 b. LICENSOR shall have the right to assign its rights and obligations under 
    this Agreement without the approval of LICENSEE.

18. NO AGENCY, JOINT VENTURE, PARTNERSHIP

    The parties hereby agree that no agency, joint venture, or partnership is 
    created by this Agreement, and that neither party shall incur any obligation
    in the name of the other without the other's prior written consent.

19. *

20. TERMINATION

 a. In addition to the termination rights provided elsewhere in this 
    Agreement, LICENSOR will have the right to terminate this Agreement in the
    event that: *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      13

<PAGE>


    *

21. EFFECT OF EXPIRATION OR TERMINATION

 a. Upon expiration or termination of this Agreement, all rights and 
    licenses granted to LICENSEE hereunder shall immediately expire, shall 
    forthwith revert to LICENSOR, and LICENSEE shall immediately cease and 
    desist from using the Trademarks and any technical information supplied by 
    LICENSOR to LICENSEE hereunder. To this end, LICENSEE will be deemed to 
    have automatically assigned to LICENSOR, upon such expiration or 
    termination, the Trademarks, equities, good will, titles, and other rights 
    in or to the Licensed Product and all adaptions, compilations, 
    modifications, translations and versions thereof, and all other trademarks 
    used in connection therewith which have been or may be obtained by LICENSEE
    or which may vest in LICENSEE and which have not already been assigned to 
    LICENSOR. LICENSOR may thereafter, in its sole discretion enter into such 
    arrangements as it deems desirable, with any other party, for the 
    manufacture, promotion and sale of the Licensed Product in the Territory. 
    LICENSEE shall, within thirty (30) days after expiration or termination of 
    this Agreement as the case may be, furnish LICENSOR with a full and detailed
    written statement of the Licensed Product in its inventory or the Licensed 
    Product in progress. LICENSOR shall have the option of conducting a physical
    inventory at the time of expiration or termination and/or at a later date in
    order to ascertain or verify such statement. In the event that the LICENSEE
    refuses to permit LICENSOR to conduct such physical inventory, LICENSEE 
    shall forfeit its rights hereunder to dispose of such inventory. In addition
    to such forfeiture, LICENSOR shall have recourse to all other remedies 
    available to it.

 b. Upon the termination of this Agreement, *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      14

<PAGE>

    *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      15

<PAGE>

     BHPC.12I

     *

22.  MODIFICATION; WAIVER
     --------------------

     No modification of any of the terms or provisions of this Agreement shall
     be valid unless contained in a writing signed by the parties.  No waiver
     by either party of a breach or a default hereunder shall be deemed a 
     waiver by such party of a subsequent breach or default of a like or 
     similar nature.  Resort by LICENSOR to any remedies referred to in this
     Agreement or arising by reason of a breach of this Agreement by LICENSEE 
     shall not be construed as a waiver by LICENSOR of its right to resort to 
     any and all other legal and equitable remedies available to LICENSOR.

23.  FORCE MAJEURE
     -------------

     Neither LICENSOR nor LICENSEE shall be liable to each other or be deemed
     in breach or default of any obligations contained in this Agreement, for
     any delay or failure to perform due to causes beyond its reasonable 
     control, including but not limited to delay due to the elements, acts of
     the United States Government, acts of a foreign government, acts of God,
     fires, floods, epidemics, embargoes, riots, strikes, any of the foregoing
     events being referred to as a "Force Majeure" condition.  In such event,
     dates for performance shall be extended for the period of delay resulting
     from the Force Majeure condition.  The party affected by a Force Majeure 
     condition shall, as soon as practicable, notify the other party of the
     nature and extent of such condition.

24.  NOTICE
     ------

     All notices, approvals, consents, requests, demands, or other 
     communications to be given to either party in

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      16

<PAGE>

     BHPC.12I

     writing may be effected by personal delivery or by depositing the same in
     the mail, certified and return receipt requested, postage prepaid.  Such
     communication shall be addressed to LICENSEE and LICENSOR at their
     respective addresses as set forth in the preamble above.

25.  CONSTRUCTION; VENUE
     -------------------

     This Agreement shall be construed in accordance with the laws of the 
     State of California, U.S.A., and the parties agree that it is executed 
     and delivered in that state, and any claims arising hereunder shall, at
     LICENSOR's election, be prosecuted in the appropriate Court of the State
     of California in Los Angeles County or any Federal District Court 
     therein.

26.  ENTIRE AGREEMENT
     ----------------

     This Agreement, contains the entire understanding of the parties and 
     there are no representations, warranties, promises, or undertakings 
     other than those contained herein.  This Agreement supersedes and cancels
     all previous agreements between the parties hereto.

27.  *

28.  *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      17

<PAGE>

     BHPC.12I

     *

29.  *

30.  BINDING EFFECT
     --------------

     This Agreement shall be finding on the parties, and their successors and
     assigns.

31.  *

32.  SEVERABILITY
     ------------

     In the event that any term or provision of this Agreement shall for any
     reason be held to be invalid, illegal or unenforceable in any respect,
     such invalidity or unenforceability shall not affect any other term or
     provision and this Agreement shall be interpreted and construed as if 
     such term or provision, to the extent the same shall have been held to be
     invalid, illegal or unenforceable, had never been contained herein.

33.  CAPTIONS
     --------

     The captions used in connection with the paragraphs and subparagraphs of
     this Agreement are inserted only for purpose of reference.  Such captions
     shall not be deemed to govern, limit, modify or in any other manner 
     affect the scope, meaning or intent of the provisions of this Agreement
     or any part thereof nor shall such captions otherwise be given any legal
     effect.

34.  INCORPORATION OF EXHIBITS
     -------------------------

     LICENSOR and LICENSEE acknowledge and agree that the provisions of 
     Exhibits "A" through "E" attached hereto (the Exhibits") are integral to 
     this Agreement and that the provisions of the Exhibits are all hereby
     incorporated herein and made a part hereof as if set out in full in this
     Agreement.

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      18

<PAGE>

     BHPC.12I

35.  ENGLISH LANGUAGE
     ----------------

     This Agreement is entered into the English language only.  Any 
     translation thereof into any other language shall be for purposes of 
     convenience only and shall not be considered in connection with the
     interpretation of the provisions hereof.

36.  REQUIRED FILING OF AGREEMENT
     ----------------------------

     LICENSEE shall cause this Agreement to be filed with, and approved by, 
     all necessary governmental authorities, including the appropriate 
     exchange control authorities, whenever such filing and approval may be
     required for the purpose of authorizing the payments herein provided.
     LICENSEE shall be solely responsible for the filing of this document
     with the appropriate authorities and shall bear the cost thereof, if
     any.  In the event of LICENSEE failing to obtain the approvals or 
     completing the filing set forth above within four (4) months from the
     date of this Agreement, LICENSOR may terminate this Agreement forthwith.

37.  REGISTRATION IN TERRITORY
     -------------------------

     LICENSOR will exert its best efforts to obtain trademark registration of
     the Trademarks for the Licensed Product in the Territory.  However,
     LICENSOR has made no representation or warranty that the Trademarks will
     be registered or are registerable in the Territory, and the failure to
     obtain or maintain registrations thereon shall not be deemed a breach
     hereunder by LICENSOR.  A listing of the registrations in class 25 in the
     Territory is shown in Exhibit "E", attached hereto.

                                      19

<PAGE>

     IN WITNESS WHEREOF, the parties hereto agree that this Agreement shall 
take effect as of the date and year first above written.


LICENSOR:                              LICENSEE:


BHPC MARKETING, INC.,                  ZACARI, S.L.
a California Corporation               a Spanish Limited Corporation




BY:  /s/ Don Garrison                  BY:  /s/ Robert Arnot
Don Garrison                           Robert Arnot
Licensing Director                     Chairman/Managing Director


Date:  8/19/96                         Date:  8/15/96
       -------                                -------

                                      20

<PAGE>
                           [Statement of Royalties Form]
<PAGE>

                             SETTLEMENT AGREEMENT

     This Settlement Agreement is made, in multiple originals, by and among * 
will hereinafter be collectively referred to as the "Beverly Hills Polo Club 
Parties."

                                  WITNESSETH:

     WHEREAS, there are presently pending before the United States District 
Court for the Central District of California two civil actions entitled *

                                   EXHIBIT D

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.


<PAGE>

*

     WHEREAS, the parties hereto have vigorously contested the BHPC Action and
the * Action (collectively the "Civil Actions"), and have expended
considerable time and effort, and have incurred considerable expense, in doing
so; and

     WHEREAS, in order to avoid the additional expense which would be
necessary for the continued prosecution of the Civil Actions, the parties are
willing to resolve the controversy among them and to settle the Civil Actions
under the terms and conditions set forth herein;

     NOW, THEREFORE, in mutual consideration of the covenants and premises
contained herein, the parties agree as follows:

     1.  Except as provided in paragraph 3 hereunder, as of February 15, 1985,
the Beverly Hills Polo Club Parties, their affiliates, officers, agents and
employees and any person or entity under their direction or control, or in
active concert or participation with them, shall cease and desist from
anywhere in the world:

         *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       2

<PAGE>

     *

         *

         (c)  Using as a design or decoration on or in connection with the
     Subject Products and Services, including but not limited to related
     packaging, labels, tags and other trade dress, or as a trademark or
     service mark, the design of *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       3

<PAGE>

     which is shown in Exhibit A (the *), or any design which is a colorable 
     imitation or simulation thereof;

         (d)  Using as a design or decoration on or in connection with the
     Subject Products and Services, including but not limited to related
     packaging, labels, tags and other trade dress, or as a trademark, service
     mark or trade name the design of *  which is shown in Exhibit B (the 
     "BHPC Symbol"), or any design which is a colorable imitation or simulation
     thereof or is substantially similar thereto, in an overall size smaller 
     than five and a half inches by five and a half inches (5 1/2" x 5 1/2") 
     (measured from mallet head to hoof and from nose to tail), except as may 
     be permitted by paragraph 2 hereof;

         (e)  Using either of the typefaces shown in Exhibit C (identified
     hereinafter as the "Subject Typefaces") for the name "Beverly Hills Polo
     Club";

         (f)  Placing or causing to be placed any advertisements or using any
     materials of any type making reference, either directly or indirectly to
     * or to * or their licensees and affiliates;
     and

         (g)  Using dark blue as the background color of any packaging, label,
     tag or trade dress containing the words "Beverly Hills Polo Club", and/or
     the BHPC Symbol.

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       4

<PAGE>

                   2.  Notwithstanding the size limitations imposed by 
paragraph 1(d) hereof, the Beverly Hills Polo Club Parties may use the BHPC 
Symbol in an overall size smaller than the five and a half inches by five and 
a half inches ( 5 1/2" x 5 1/2" ) set forth in paragraph 1(d) hereof but only 
if
                             (a) the same is used in combination with and in 
close proximity to the words "Beverly Hills Polo Club" in the configuration 
shown in Exhibit D annexed hereto (the "Composite BHPC Logo") or the label 
shown in Exhibit E annexed hereto (the "BHPC Label"); or

                             (b) the BHPC Symbol is used in a repetitive 
pattern covering substantially all of the front or back of any of the Subject 
products, provided that the initials "BHPC" shall appear in close proximity 
to the BHPC Symbol, and that somewhere on each of the Subject Products the 
words "Beverly Hills Polo Club" shall be prominently displayed.

                   3.  The Beverly Hills Polo Club Parties may sell or 
otherwise dispose of any and all articles of clothing and accessories which 
are represented by them to be in their possession or under their control as 
of February 15, 1985, as set forth in Exhibit F, to be added hereto not later 
than March 1, 1985, which would otherwise come within the prohibitions of 
paragraph 1 of this Agreement, and may fill orders accepted on or before such 
date for any clothing or accessories coming within such prohibitions so long 
as such orders are filled within ninety (90) days of such date. 
Notwithstanding the foregoing, 

                                      5
<PAGE>

BHPC may have until June 15, 1985 to dispose of garments in the process of 
manufacture in the Orient as of February 15, 1985. * or its attorneys or 
such attorneys' agents, on reasonable notice, which notice shall not be 
required to exceed ten (10) days, may review purchase orders, bills of 
lading, or inventory records at the place of business of any Beverly Hills 
Polo Club Parties sufficient to verify compliance with this paragraph. Such 
information is to be used solely to verify and enforce compliance, and shall 
be held in confidence by * attorneys or their agents.

                   4.  Simultaneously with its execution of this settlement 
agreement, *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      6
<PAGE>

                   5.  Neither * nor any person or entity under its 
direction or control, may oppose the registration by the Beverly Hills Polo 
Club Parties of any trademark which the Beverly Hills Polo Club Parties are 
entitled to register under this Agreement, nor shall they petition to cancel, 
either directly or through court action the registration of any such 
trademark unless said mark or registration is the basis for legal action 
by BHPC, Lang or any affiliated entity against * or its licensees. If * 
learns that any of its licensees objects to the registration by any of the 
Beverly Hills Polo Club Parties of the words "Beverly Hills Polo Club," 
and/or the Composite BHPC Logo and/or the BHPC Label, then * will inform 
such objecting licensee in writing of the terms of this Agreement, and 
provide written confirmation thereof to BHPC.

                   6.  The parties agree to entry in the Civil Actions of 
Final Judgement Upon Consent in the form annexed hereto as Exhibit H, or in 
such other form as the Court may require consistent with the terms and 
conditions of this settlement Agreement.

                   7.  *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      7
<PAGE>

*

                   8. The parties will not initiate any publicity concerning 
the terms and conditions of this Agreement and such terms and conditions shall 
be held in confidence except as otherwise provided herein. The Beverly Hills 
Polo Club Parties may provide a copy of this Settlement Agreement or portions 
or summaries thereof to any person or entity licensed or otherwise permitted 
to use the name "Beverly Hills Polo Club," the BHPC Symbol or the composite 
BHPC Logo, to potential licensees, to sales representatives or, upon inquiry 
being made, to customers. Either party may refer to the terms and conditions 
of this Agreement in conjunction with its registration, or judicial or 
administrative protection or enforcement of its trademarks, trade names and 
service marks.

                   9. This Settlement Agreement represents no concession by 
any party as to the validity or merit of any of the claims raised in the 
Civil Actions by any other party, except as may be set forth in the Final 
Judgement of Exhibit H.

                   10.  * and its officers, agents, employees and sales 
representatives shall not make, directly or indirectly, any claim that the 
purchase of products complying with the terms of this Agreement from BHPC or 
Lang or their distributors or sub-licensees constitutes trademark 
infringement, unfair competition or trademark dilution, nor threaten sanctions 
with respect thereto. This undertaking does not in any way admit or imply

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      8
<PAGE>
that *, or any acting on its behalf, has in the past made any such claims 
or threatened any such sanctions.

     11.  *

     12.  *

     13.  This Settlement Agreement represents the entire understanding 
between the parties with respect to the subject matter hereof; shall not be 
varied or amended except by a

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                       9

<PAGE>

writing signed by all parties; shall be binding upon the parties, their 
successors and assigns; and shall, as respects contractual construction, be 
governed by and construed in accordance with the laws of * .  Neither party 
hereby waives any claim as to the propriety of venue or as to the existence 
of personal jurisdiction, in any lawsuit or other proceeding that may arise 
concerning the subject matter of this Settlement Agreement.

     14.  * warrants and represents that it has full right and power to 
enter into this Settlement Agreement.

     15.  Lang warrants and represents that it has full right and power to 
enter into this Settlement Agreement.

     16.  BHPC warrants and represents that it has full right and power to 
enter into this Settlement Agreement.

     17.  Wessler warrants and represents as follows:
          (a)  He is the president and sole shareholder of BHPC and Lang; and
          (b)  He has the full right, power and authority to enter into this 
Settlement Agreement.

     18.  *

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

                                      10

<PAGE>

"polo clubs") or items of wearing apparel which have come to be described by 
the word polo (e.g. "polo shirts" or "polo coats"), provided, however, that 
any such use will not violate any of the terms and conditions of this 
Agreement.

     19.  The Beverly Hills Polo Club Parties shall take all steps reasonably 
necessary to ensure that any person or entity which is licensed or otherwise 
permitted to use the term "Beverly Hills Polo Club", the BHPC Symbol or the 
Composite BHPC Logo, complies fully with the restrictions set forth in 
paragraph 1 hereof.

     20.  * acknowledges that the rights of any person or entity which it 
licenses or otherwise permits to use the * Marks are subject to the terms 
and conditions of this Agreement and that such rights cannot be used in 
contravention of the provisions of paragraphs 5 and 10 hereof.  * agrees to 
inform any of its licensees whom it learns object to the use by the Beverly 
Hills Polo Club Parties of any of the names or marks which they are permitted
to use hereunder of the foregoing acknowledgements.

     21.  In the event that a dispute arises between the parties as to the 
subject matter of this Agreement, then the parties shall attempt to amicably 
resolve the same prior to seeking judicial intervention.  If the parties are 
unable to resolve such dispute within thirty (30) days after it arises,

                                      11


*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

<PAGE>

then either party may take such action as it deems appropriate to protect its 
rights.

     IN WITNESS WHEREOF, the parties have executed this Settlement on the 
days indicated adjacent to their respective signatures below.




                                                  *



Dated: 2/15/85                         By:  /s/   *
                                                  *


                                       BEVERLY HILLS POLO CLUB, INC.



Dated:  2/20/85                        By:  /s/ Stephen Wessler, President
                                            Stephen Wessler, President


                                       STEPHEN WESSLER



Dated:  2/20/85                        /s/ Stephen Wessler


                                       GREGORY LANG, INC.



Dated:  2/20/85                        By:  /s/ Stephen Wessler, President
                                            Stephen Wessler, President


                                      12


*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

<PAGE>











                                        [LOGO]





                                       EXHIBIT A
<PAGE>










                                     [LOGO]




                                    EXHIBIT B
<PAGE>










                                    [LOGO]





                                   EXHIBIT C
<PAGE>










                                    [LOGO]




                                   EXHIBIT D
<PAGE>










                                       [LOGO]




                 Note:  Typeface to be changed per Paragraph 1(e).


                                      EXHIBIT E

<PAGE>

                     LICENSE AGREEMENT DETAIL SCHEDULE

1. Definition of Territory: Wholesale sales in Europe and Eastern Europe as 
   follows:

Portugal     Andorra         Italy            France           Belgium
Holland      Greece          Switzerland      Austria          Germany
Luxembourg   Liechtenstein   Latvia           Norway           Denmark
Sweden       Poland          Hungary          Czech Republic   Slovakia
Estonia      Ukraine         Belarus          San Marino       Cypress
Chechnia     Moldavia        Russia           N. Ireland       Ireland
Lithuania    Romania         Bulgaria         Monaco           Iceland
Finland      Spain           United Kingdom 

2. Definition of Licensed Product (by category):            DISTRIBUTION DATE:

   A.  Men's apparel (excluding suits, ties, underwear,     January 1, 1997
       shoes and full-length rainwear)

   B.  Women's apparel (excluding hosiery, intimate
       apparel, business suits, underwear, accessories,
       shoes and full length raincoats)

3. Initial Term:                    FROM                   TO

   First Contract Year:             July 1, 1996           December 31, 1997
   Second Contract Year:            January 1, 1998        December 31, 1998
   Third Contract Year:             January 1, 1999        December 31, 1999

4. Renewal Term:

   Fourth Contract Year (if any):   January 1, 2000        December 31, 2000
   Fifth Contract Year (if any):    January 1, 2001        December 31, 2001
   Sixth Contract Year (if any):    January 1, 2002        December 31, 2002

5. *

6. Royalty Rate:

   Six percent (6%) of Net Shipments


*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

<PAGE>

7. Guarantees:

                            (A)           (B)          (C)            (D)
                         Guaranteed                 Guaranteed     Guaranteed
                         Target        Guaranteed   Annual         Monthly
                         Net           Net          Royalty        Royalty
                         Shipments     Shipments    Payments       Payments
                                       (in United States Dollars)
                                 ---------------------------------

First Contract Year      *             $00          $00            *
Second Contract Year     *             $2,000,000   $120,000       *
Third Contract Year      *             $4,000,000   $240,000       *


                         INITIALS

                         LICENSOR: /s/DG
                                   -----

                         LICENSEE: /s/ RJA
                                   -------

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

<PAGE>

                                 SECTION (I)

                          NET SHIPMENT STATEMENT

The written statement of Net Shipments of Licensed Product (a copy of which 
is attached hereto as Exhibit "B-4") referred to in Paragraph 9a must be 
certified as accurate by LICENSEE and will include, but will not be limited 
to, information as to:  *



                                 SECTION (II)

                     *



                                 EXHIBIT "C"
                                 Page 1 of 2

*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.


<PAGE>

                                 SECTION (III)

               *


                                 EXHIBIT "C"
                                 Page 2 of 2


*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.


<PAGE>

                     BEVERLY HILLS POLO CLUB REGISTRATIONS
                           IN CLASS 25 IN TERRITORY


*

                                 EXHIBIT "E"


*  Text omitted pursuant to a request for confidential treatment and filed 
   separately with the Securities and Exchange Commission.

<PAGE>

Inc. Cls 25

Prior U.S. Cls 39
                                                            Reg. No. 1,429,311
United States Patent and Trademark Office             Registered Feb. 17, 1987
------------------------------------------------------------------------------

                                TRADEMARK
                           PRINCIPAL REGISTER



                             BEVERLY HILLS



                               POLO CLUB


                                [LOGO]

                               EXHIBIT A




<PAGE>
                                                     Page       of       
                                                         -------  -------
                                                     DATE
                                                         ----------------

FORM MUST BE SUBMITTED COMPLETE   SUBMIT TO THE ATTENTION OF:
                                                     BHPC MARKETING, INC.
                                                     620 W. 135th Street
                                                     Gardena, CA  90248

                            SAMPLE APPROVAL FORM
           (FOR STYLE ONLY! SEE SWATCH APPROVAL FORM FOR FABRIC)
NAME OF LICENSEE
                ---------------------------------------------------------
LICENSED PRODUCT
                ---------------------------------------------------------
LICENSEE'S ADDRESS
                  -------------------------------------------------------
                                             PLEASE PICTURE BELOW
SEASON
      ---------------------
STYLE #
       --------------------
FABRICATION
           ----------------
WHOLESALE PRICE
               ------------
COLORS
      ---------------------
SIZES
     ----------------------
START TAKING ORDERS
                   ------------------
END TAKING ORDERS
                 --------------------
START SHIP
          ---------------------------
END SHIP
        -----------------------------

---------------------------------           -----------------------------
     SIGNATURE OF LICENSEE                      SIGNATURE OF LICENSOR

APROVED                                                DISAPPROVED
       -----------                                                --------
COMMENTS
        ------------------------------------------------------------------
--------------------------------------------------------------------------
DATE RETURNED TO LICENSEE
                         ---------------------------
      BHPC MARKETING, INC., 620 West 135th Street, Gardena, CA  90248

                                EXHIBIT "B-1"

<PAGE>

                                                      PAGE     OF  
                                                           ---    ---

                                                  DATE
                                                        -------------

FORM MUST BE SUBMITTED COMPLETE   SUBMIT TO THE ATTENTION OF:
                                                 
                                                 BHPC MARKETING, INC.
                                                 620 W. 135th Street
                                                 Gardena, CA 90248


                       SWATCH AND/OR COLOR APPROVAL FORM
      (FABRIC AND COLOR ONLY! SEE SAMPLE APPROVAL FORM FOR STYLE)


NAME OF LICENSEE
                -----------------------------------------------------

LICENSED PRODUCT
                -----------------------------------------------------

LICENSEE'S ADDRESS 
                  ---------------------------------------------------

SEASON 
      ---------------------------------------------------------------

LIST STYLE NUMBERS OF GARMENTS TO BE MANUFACTURED IN THIS FABRIC 
                                                                -----

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

FABRIC # AND NAME OF SUPPLIER
                             ----------------------------------------

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

FABRIC CONTENT AND WEIGHT 
                         --------------------------------------------

PLEASE ATTACH 1 SET OF SWATCHES BELOW






APPROVED                                       DISAPPROVED
        -----------                                       -----------

COMMENTS
        -------------------------------------------------------------

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



-------------------------------          ----------------------------
   SIGNATURE OF LICENSEE                     SIGNATURE OF LICENSOR


DATE RETURNED TO LICENSEE
                         -------------

     BHPC MARKETING, INC., 620 West 135th Street, Gardena, CA 90248


                               EXHIBIT "B-2"
 

<PAGE>

                                                         Page      of      
                                                             ------  ------

                                                         Date 
                                                               -------------

              FORM MUST BE SUBMITTED COMPLETE   SUBMIT TO THE ATTENTION OF:
                                    BHPC MARKETING, INC.
                                    620 W. 135th Street
                                     Gardena, CA 90248

                                ADVERTISING APPROVAL FORM

NAME OF LICENSEE 
                 -------------------------------

LICENSED PRODUCT 
                 --------------------------------

LICENSEE'S ADDRESS 
                 --------------------------------

CIRCLE THE FORM OF ADVERTISING WHICH IS BEING SUBMITTED: LABEL, HANG TAG, 
BUSINESS CARDS, BUSINESS FORMS, RADIO SPOT, TV, FULL PAGE AD, 1/2 PAGE AD, 
PACKAGING, DISPLAY, OTHER.



           PLACE ADVERTISING TO BE SUBMITTED HERE, OR AFFIX TO THIS PAGE



USE PERIOD From                  to                   
                ----------------    ------------------

IF SUBMISSION IS LABELS OR HANG TAGS, PLEASE GIVE NAME & ADDRESS OF SUPPLIER

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

IF AD IS TO RUN IN A PUBLICATION, NAME OF PUBLICATION 
                                                      ------------------------

APPROVED                                DISAPPROVED
         ----------------------                    ---------------------------

COMMENTS 
            ------------------------------------------------------------------

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

---------------------------                     ------------------------------
Signature of Licensee                            Signature of Licensor

DATE RETURNED TO LICENSEE 
                          ----------------------

      BHPC Marketing, Inc. - 620 W. 135th Street - Gardena, CA 90248
                 (310) 354-1444 - FAX (310) 354-1445







<PAGE>
                      [Statement of Royalties (Foreign) Form]

