
<PAGE>
                                                                Exhibit 10.22


                                    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 retail 
    sales only, and includes the right the grant franchise agreements in the 
    Territory.

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

<PAGE>

BHPC.12I


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


<PAGE>

    BHPC.12I

b.  *

c.  *

    (i)  *

    (ii) *

   (iii) *




*  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.  
 b.   LICENSEE shall, on the last day of each respective Contract Year,
      submit to LICENSOR any documentation as shall be reasonably 
      requested  by LICENSOR to evidence the expenditure of such 
      Advertising Expense. In the event that LICENSEE fails to spend the 
      entire Advertising Expense during the


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

                                       4 
<PAGE>

      BHPC.12I


      respective Contract Year in which the Advertising Expense was to 
      be expended hereunder, LICENSEE will, on the day following the 
      last day of the respective Contract Year, pay to LICENSOR the 
      total sum of the Advertising Expense which was not expended 
      hereunder.
 c.   *
 d.   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.
 e.   *
 f.   *
 g.   *
 h.   LICENSEE shall affix such legends, markings and notices on all 
      License Product as are required by LICENSOR and the law.
 i.   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,


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

                                       5
<PAGE>

      BHPC.12I


      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 * 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 four percent (4%) of the Wholesale 
      Purchases by "LICENSEE" for Licensed Product under the Trademarks to 
      Beverly Hills Polo Club Retail Stores.  *
      (ii) LICENSEE paying to LICENSOR, during the term of this Agreement, a 
      Royalty in an amount equal to two percent (2%) of retail sales of 
      Licensed Product by Beverly Hills Polo Club Franchise Retail Stores.
 b.   *
 c.   *


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

                                          6
<PAGE>

      BHPC.12I


      *

9.    PAYMENT
      -------

 a.   *
 b.   *


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

                                       7
<PAGE>

BHPC.12I

c.  LICENSEE's statements shall be submitted to:
                   BHPC Marketing, Inc.
                   620 West 135th Street
                   Gardena, California 90248
                   Attn: Royalty Receivables Department

    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

d.  *

e.  All payments made hereunder shall be in United States dollars in United 
    States currency; amounts shall be computed at the exchange rate existing at
    noon on the last business day preceding the day payment is due to be made 
    hereunder. If payment is late, LICENSOR has the option to require that 
    payment be made at the exchange rate on the day preceding actual payment.

f.  *

10. GUARANTEES

a.  Guaranteed Annual Royalty Payments - LICENSEE shall pay, for each 
    Contract Year during the term of


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


                                      8

<PAGE>

BHPC.12I

    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 therefter terminate this Agreement in writing.

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 therafter 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 shipped to and 
    sold by authorized Beverly Hills


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


                                      9


<PAGE>

BHPC.12I

    Polo Club Retail stores.  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 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. INSURANCE

    LICENSEE shall obtain and maintain at its sole cost and expense 
    throughout the Term and the Disposal Period standard product liability 
    insurance, the form of which must be acceptable to LICENSOR, from a
    qualified insurance company licensed to do business naming LICENSOR as 
    additional named insured, which policy shall provide protection against 
    any and all claims, demands and causes of action arising out of any 
    defects or failure to perform, alleged or otherwise, in the Licensed 
    Product or any material used in connection therewith or any use thereof.
    *

14. USE, DISPLAY, AND SALE INVOLVING THE TRADEMARKS AND COPYRIGHT

    *


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


                                      11
<PAGE>
BHPC.12I

    *

b.  *

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

c.   *

16.  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 


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


                                      12
<PAGE>
BHPC.12I

    related company, a third party beneficiary of this Agreement.

17.  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.  *

18.  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 18, 
     any sale or transfer of any ownership interest in LICENSEE shall 
     constitute a prohibited assignment of the license granted hereunder.  
     LICENSEE shall have no 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 Agreement.

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

c.   LICENSEE has the right to enter into franchise agreements using 
     franchise agreements previously approved by LICENSOR.  Any material change
     to said franchise agreement must be approved in writing by LICENSOR.

19.  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.

20.  *


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


                                      13
<PAGE>
BHPC.12I


    *

21.  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:  *

b.   *

22.  EFFECT OF EXPIRATION OR TERMINATION
     -----------------------------------

a.   Upon expiration or termination of this Agreement, all rights and 
     licenses granted to LICENSEE hereunder 


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


                                     14
<PAGE>
BHPC.12I


    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 right 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, *

c.  *


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


                                      15
<PAGE>

BHPC.12I

*


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


                                      16
<PAGE>
BHPC.12I

    signed by LICENSEE's Chief Executive Officer certifying under penalty of 
    perjury that such inventory, molds, patterns, transfers, and other property 
    have been destroyed.

23. 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.

24. 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 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 extend of such condition.

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

26. CONSTRUCTION: VENUE
    This agreement shall be construed in accordance with the laws of * 
    *, 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 *

                                      17


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

<PAGE>

BHPC.12I

         *

27. ENTIRE AGREEMENT
    This Agreement, contains the entire understanding of the parties and there 
    are not representations, warranties, promises, or undertakings other than 
    those contained herein. This Agreement supersedes and cancels all previous 
    agreements between the parties hereto.

28. *

29. *

30. *


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


                                      18
<PAGE>

BHPC.12I

31. BINDING EFFECT
    This Agreement shall be binding on the parties, and their successor and 
    assigns.

32. *

33. 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.

34. 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.

35. 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.

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

37. 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


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


                                      19
<PAGE>

BHPC.12I

    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, is 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 the first 
    franchise agreement being signed, LICENSOR may terminate this Agreement 
    forthwith.

38. 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.

39. LICENSEE agrees that any Licensed Product purchased for the Territory 
    will be purchased from other official Beverly Hills Polo Club licensees 
    within said Territory. If a licensee does not exist in the Territory for a 
    specific product category, then LICENSEE may purchase the Licensed Product 
    from any other official Beverly Hills Polo Club licensee, worldwide.

                                      20
<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
      ----------                             -----------  


                                      21
<PAGE>




                      LICENSE AGREEMENT DETAIL SCHEDULE
                      ---------------------------------


1.   Definition of Territory:  Retail Stores in Europe and Eastern Europe:
     ------------------------

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: pants, woven shirts, knit shirts,   January 1, 1997
          jeans, shorts, sweaters, outerwear (excluding
          dress shirts & suits)
     B.   Women's apparel: slacks, skirts, dresses,
          sweaters, outerwear, blouses and jeans
     C.   All other BHPC Licensed Product produced by other Licensees.

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:
     ------------

     Four percent (4%) of Wholesale Purchases by Beverly Hills Polo Club 
     Retail Stores, and two percent (2%) of Retail Sales by Beverly Hills Polo
     Club Franchise Retail Stores.


*  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   *           $1,000,000   $ 60,000     *
Third Contract Year    *           $2,000,000   $120,000     *

                       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>

Int. Cmt. 25

Prior U.S. Cht 39

                                                 Reg. No. 1,429,311
United States Patent and Trademark Office  Registered Feb. 17, 1987
-------------------------------------------------------------------

                              TRADEMARK
                         PRINCIPAL REGISTER





                               [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


APPROVED                                        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.
                                                          630 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 OF 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>

<TABLE>
<CAPTION>
                                                 STATEMENT OF ROYALTIES (FOREIGN)
                                                    FOR SALES TO RETAIL STORES
                                          FOR --------------- TO --------------- 19 -----
                                                              (MONTH)


LICENSEE NAME --------------------------------                                                                    ROYALTY % -----
LICENSEE ADDRESS -----------------------------                            CONVERSION RATE ------------ TO ------------ US DOLLARS
----------------------------------------------                             DATE OF CONVERSION RATE ------------------------------
----------------------------------------------                             LICENSED PRODUCT -------------------------------------

<S>          <C>         <C>           <C>             <C>               <C>                 <C>                <C> 
---------------------------------------------------------------------------------------------------------------------------------

CUSTOMER       GROSS        LESS         NET SALES        NET SALES       GROSS ROYALTIES       TAXES PAID       NET ROYALTY AMT.
  NAME         SALES       RETURNS*      LOCAL CUR.          US$                US$                 US$                 US$

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

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

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

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

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

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

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

TOTALS  -------------------------------------------------------------------------------------------------------------------------

Send Statement to:      BHPC Marketing, Inc.
                        620 West 135th Street             I CERTIFY THAT THE ABOVE IS ACCURATE
                        Gardena, CA  90248
                        U.S.A.                            -----------------------------------------------------     -------------
                                                          Signature and Title                                       Date

Please see License Agreement for the amount of permissible deductions.

                                                           Exhibit "B-4"
</TABLE>

<PAGE>

<TABLE>

[logo]                    STATEMENT OF ROYALTIES (FOREIGN)


                        FOR                 TO                19
                           ----------------    -------------    -----

                                               (Quarter) 


LICENSEE NAME
             --------------------------------

LICENSEE ADDRESS                                 CONVERSION RATE            TO          U.S. DOLLARS      ROYALTY %
                ------------------------------                  -----------   ---------                            ---------------

---------------------------------------------    DATE OF CONVERSION RATE 
                                                                        ----------------------------
LICENSEE PRODUCT(S)
                  ---------------------------



----------------------------------------------------------------------------------------------------------------------------------
    ITEM/    NUMBER OF     NUMBER OF     UNIT WHOLESALE  GROSS      LESS         LESS      LESS TRADE   LESS     NET SALES LOCAL  
  STYLE NO.  UNITS SOLD  UNITS RETURNED      PRICE       SALES   ALLOWANCES*   MARKDOWNS*  DISCOUNTS*  RETURNS*     CURRENCY
<S>          <C>         <C>             <C>             <C>     <C>          <C>          <C>        <C>        <C>          
----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

 TOTALS      
             ---------------------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
  NET SALES     GROSS ROYALTIES    TAXES PAID     NET ROYALTY AMT.
  U.S. DOLLARS   U.S. DOLLARS      U.S. DOLLARS    U.S. DOLLARS
<S>             <C>                <C>            <C>                
---------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------------------------------
   TOTALS
                -----------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>

<S>                                                   <C>                                    <C>
SEND STATEMENT TO: BHPC MARKETING, INC.               I CERTIFY THAT THE ABOVE IS ACCURATE     
                   620 W. 135th Street                 
                   Gardena, CA 90248                  ------------------------------------   -------------------------------------
                                                                   SIGNATURE                             TITLE

                                                      ------------------------------------   -------------------------------------
                                                                      NAME                                DATE

*PLEASE SEE THE LICENSE AGREEMENT FOR
 THE AMOUNT OF PERMISSIBLE DEDUCTIONS.

</TABLE>


<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 3


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


<PAGE>

                                 SECTION (III)

                            INSURANCE REQUIREMENTS

*

The policies shall provide for ten (10) days notice to LICENSOR from the
insurer by Registered or Certified Mail, return receipt requested, in the
event of any modification, cancellation or termination. LICENSEE agrees to
furnish LICENSOR a certificate of insurance or copy of the policies
evidencing same within thirty (30) days after execution of this Agreement
and from time to time as requested by LICENSOR within ten (10) days of
LICENSOR's request; in no event, shall LICENSEE manufacture, offer for sale, 
sell, advertise, promote, ship and/or distribute the Licensed Product prior
to receipt by LICENSOR of such evidence of insurance.




                                 SECTION (IV)

*










                                  EXHIBIT "C"
                                  Page 2 of 3


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


<PAGE>

*















                                  EXHIBIT "C"
 

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


                                 Page 3 of 3
<PAGE>


                BEVERLY HILL POLO CLUB REGISTRATIONS
                      IN CLASS 25 IN TERRITORY


MARK                         COUNTRY                       STATUS

*



                               EXHIBIT "E"


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


<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 other 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:

              *


                                        2 


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


<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.



                                        4 


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


<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 the paragraph.
Such information is to be used solely to verify and enforce compliance, and 
shall be held in confidence by *'s attorneys or their agents.

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

                                   6


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


<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 licencees 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 Judgment 
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.  *

                                   7


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


<PAGE>

*

       8.  The parties will not initiate any 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 Judgment 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 sublicensees constitutes trademark infringement, unfair 
competition or trademark dilution, nor threaten sanctions with respect 
thereto.  This undertaking does not in any way admit or imply  

                                   8


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


<PAGE>

that *, or anyone 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

                                       9


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


<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.  *

                                       10


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


<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
0028m ---------------------------         ---------------------------------
                                              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>







                                     BEVERLY HILLS

                                        POLO CLUB











                              



                                      [LOGO]






                                      EXHIBIT C













<PAGE>



                                     BEVERLY HILLS

                                       POLO CLUB



                                      [LOGO]





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


                                      EXHIBIT D





<PAGE>



                                      BEVERLY HILLS

                                        POLO CLUB




                                       [LOGO]






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


                                       EXHIBIT E

