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                                                                 Exhibit 10.16

    

                   EXCLUSIVE DOMESTIC LICENSE AGREEMENT          BHPC.12


    THIS AGREEMENT is made and entered into this 1st day of June, 1993 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 Heather-Paige II Industries, Inc., a California corporation, 
having its principal place of business at 7929 Ruffner Avenue, Van Nuys, 
California, 91406 (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. "Net Shipments" shall mean the aggregate total of the gross dollar 
       amount invoiced its purchasers by LICENSEE for all the Licensed Product
       sold under the Trademarks reduced by the amount of any customary trade
       allowances and, subject to the returns actually credited. No deduction 
       shall be made for commissions nor for any costs incurred in the 
       manufacture, sale, distribution or exploitation of the Licensed 
       Product.

2.  RIGHTS GRANTED

    LICENSOR here 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


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    wholesale sales only and does not include retail sales.

3.  OWNERSHIP OR ARTWORK AND DESIGNS

    LICENSEE acknowledges and agrees that LICENSOR is the owner of all 
    artwork and designs involving the Licensed Product and/or Trademarks, or
    any reproductions thereof, notwithstanding their invention or use by 
    LICENSEE and that such artwork and designs will remain the property of 
    LICENSOR who shall be entitled to use and license others to use same, 
    subject to the provisions of this Agreement.

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.  QUALITY STANDARDS, PRODUCT APPROVALS, AND INSPECTION

    a. The quality of the Licensed Product, as well as the quality of all
       promotional, advertising and packaging material (see Paragraph 6) 
       which includes the Trademarks (the "Promotional and Packaging 
       Material"), shall be at least as high as the best quality of similar 
       products and promotional, advertising and packaging material presently 
       shipped, distributed, sold, used, manufactured or licensed by LICENSOR
       in the Territory and shall be in full conformance with all applicable 
       laws and regulations. LICENSEE acknowledges that the maintenance of the
       high
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quality of the Licensed Product, and the control by LICENSOR over the nature, 
quality and manner of distribution of all Licensed Products, are essential 
elements of this license. All elements of the Licensed Product and use of the 
Trademarks shall be subject to the prior written approval of LICENSOR. Except 
as specifically provided in Paragraph 8d, below, LICENSEE shall not offer for 
sale, advertise, promote, distribute, or use for any purpose any Licensed 
Product that is damaged, defective, or are "seconds".

   b. In order to maintain the high quality standard prescribed by LICENSOR, 
LICENSEE may not manufacture, use, offer for sale, advertise, promote, 
ship and/or distribute any Licensed Product or any Promotional and 
Packaging Material relating to the Licensed Product until it has 
received all written approvals of same from LICENSOR in the manner 
provided herein. Such approval shall not be unreasonably withheld. 
Should LICENSOR fail to approve in writing any of the submissions 
furnished it by LICENSEE within five (5) days from the date of 
submission thereof, such failure shall be considered to be a 
disapproval thereof.

    c.  Before commencing, or authorizing third parties to commence, the 
design or development of any Licensed Product or of any Promotional and 
Packaging Material which have not been previously approved in writing by 
LICENSOR:

        (i)  Prior to the production of the Licensed Product, LICENSEE shall 
submit to LICENSOR line drawings ("Spec Sheets"), pictures or artist's 
renderings, along with a "Sample Approval Form" (Exhibit "B-1") for each 
style, showing fabric color and use of the Trademark.

        (ii)  Each style, color and fabrication must be approved for each 
season, regardless of whether it was approved for a prior season.  Express 
written approval may not be unreasonably withheld.

        (iii)  LICENSEE further agrees to provide LICENSOR with at least six 
(6) finished production samples per season.

    d.  LICENSEE agrees that the Licensed Product and all Promotional and 
Packaging Material shall contain only those legends, markings and/or

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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.  
LICENSEE's agreements with third party manufacturers and warehousing 
facilities shall provide for the right of LICENSOR to inspect any such third 
party's facilities.  Inspections may include any reasonable actions necessary 
to assure LICENSOR that the Licensed Product is made and displayed in 
accordance with this Agreement, including, but not limited to, laboratory 
testing.

    g.  In the event that the quality standards and/or trademark and 
copyright usage and notice requirements hereinabove referred to are not met, 
then, upon receipt of written notice from LICENSOR, LICENSEE shall 
immediately discontinue any and all activities with respect to the Licensed 
Product in connection with which the said quality standards and/or trademark 
and copyright usage and notice requirements have not been met.

6.  ADVERTISING/USE OF THE TRADEMARK

    a.  LICENSEE will adopt and carry out its own marketing and advertising

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      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.  Before publication of any advertisement or promotion, LICENSEE shall 
      submit every element of the advertisement or promotion to LICENSOR for 
      written approval hereunder using the "Advertising Approval Form" 
      (Exhibit "B-3").

  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.  LICENSOR may purchase the Licensed Product from LICENSEE at the cost of 
      manufacture.  No royalty shall be payable to LICENSOR.

  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).  Advertising expenditures by LICENSEE are not credited 
      toward the Advertising Fund provision of Subparagraph 8a (ii).

  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

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      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 one hundred 
      eighty (180) days prior to the expiration of the Initial Term or 
      immediately preceding Contract Year of the Renewal Term.  In the event 
      that LICENSEE fails to exercise any of the aforementioned options in a 
      timely manner, the license granted herein to LICENSEE will thereafter 
      become non-exclusive for the remaining term of this Agreement and 
      LICENSOR may enter into such arrangements as it deems appropriate with 
      respect to the licensing of the Trademarks and the Licensed Product.  
      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 the sum of the 
      following:
      (i) LICENSEE agrees to pay 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; 
      and (ii) LICENSEE agrees to pay LICENSOR during the term of this 
      Agreement, an amount equal to two percent (2%) of the Net Shipments by 
      LICENSEE for Licensed Product sold under the Trademarks to an 
      Advertising Fund to be expended by, and at the sole discretion of, 
      LICENSOR for advertising expenditures, public relations, and 
      institutional brand name promotion.  LICENSOR will provide LICENSEE 
      with a description of its advertising plan as available.


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  b.  LICENSEE shall pay to LICENSOR, concurrently with the execution of this 
      Agreement with respect to the First Contract Year, an Advance Royalty 
      Payment equal to the amount set forth in item 5 of the attached License 
      Agreement Detail Schedule, no part of which shall be refundable.  The 
      Advance Royalty Payment shall not reduce or offset the payment of any 
      Guaranteed Annual Minimum Royalty hereunder.  However, the Advance 
      Royalty Payment may be applied to reduce and offset the payment of any 
      royalty due hereunder in excess of the Guaranteed Annual Minimum 
      Royalty.

  c.  Promotional Merchandise shall be defined as regular line Licensed 
      Product which is sold as an incentive at a discounted price.  In the 
      event LICENSEE is desirous of increasing Promotional Merchandise 
      shipping beyond fifteen percent (15%) of total production of Licensed 
      Product in any Contract Year, LICENSEE must first receive LICENSOR's 
      prior written approval thereof on a case-by-case basis.

  d.  Off-priced Merchandise shall be defined as either close-out Licensed 
      Product or substandard Licensed Product.  In the event LICENSEE is 
      desirous of increasing Off-priced Merchandise shipping beyond fifteen 
      percent (15%) of total production of Licensed Product in any Contract 
      Year, LICENSEE must receive LICENSOR's prior written approval thereof on 
      a case-by-case basis.  In no event will LICENSEE offer for sale, or 
      distribute any substandard Licensed Product unless the Licensed Product 
      are clearly identified to the consuming public as being "seconds".

  e.  LICENSEE shall keep complete, detailed and accurate records of all 
      Promotional and Off-priced Merchandise sales, which records shall be 
      available to LICENSOR for inspection during regular business hours.

  f.  For the purposes of this Agreement, LICENSEE agrees that aggregate 
      returns of the Licensed Product credited during any Contract Year 
      hereunder shall not exceed three percent (3%) of the gross dollar 
      amount invoiced by LICENSEE for all the Licensed Product sold during 
      the respective Contract Year (the "Returns Limitation").  In the event 
      that aggregate returns of the Licensed Product exceed the Returns 
      Limitation, all returns of the Licensed Product in excess of the 

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      Returns Limitation shall not be deducted from the gross dollar amount 
      of sales of the Licensed Product in determining Net Shipments hereunder.

9.    PAYMENT

  a.  The payments provided for in Paragraph 8, above, shall be based upon 
      all Net Shipments in each calendar month (the "Royalty Period") and 
      shall be due and payable by LICENSEE to LICENSOR by the twentieth 
      (20th) day of the next following calendar month.  At the time of each 
      such payment, LICENSEE shall provide LICENSOR with a complete, 
      accurate, written statement of its Net Shipments of Licensed Product 
      for the Royalty Period.  The written statement of Net Shipments of 
      Licensed Product (a copy of which is attached hereto as Exhibit "B-4") 
      must be certified as accurate by LICENSEE and will include, but will 
      not be limited to, information as to:  each respective invoice number 
      (in sequential order inclusive of all "voided" invoices), invoice date, 
      customer name or number, gross dollar amount invoiced, terms of any 
      customary trade allowances (as a percentage and in aggregate dollars), 
      actually credited returns (in aggregate dollars), and other deductions 
      taken against the gross dollar amount invoiced, and any such other 
      further information as LICENSOR may from time to time request.  Such 
      statements shall be furnished to LICENSOR whether or not any Licensed 
      Product has been shipped, distributed and/or sold during the preceding 
      Royalty Period and whether or not any monies are then due LICENSOR.

  b.  LICENSEE's statements and all amounts payable to LICENSOR by LICENSEE 
      shall be submitted to:
                        BHPC Marketing, Inc.
                        620 West 135th Street
                        Gardena, California 90248
                        Attn:  Royalty Receivables Department

  c.  The receipt and/or acceptance by LICENSOR of any of the statements or 
      reports furnished or payments paid hereunder to LICENSOR (or the cashing 
      of any checks paid hereunder) shall not preclude LICENSOR from 
      questioning the correctness thereof at any time and, in the event that 
      any inconsistencies or mistakes are discovered in such statements,

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      reports, or payments, they shall immediately be rectified by LICENSEE 
      and the appropriate payment shall immediately be made by LICENSEE.

  d.  All payments made hereunder shall be in the United States currency or 
      checks drawn on a United States bank.

  e.  Time is of the essence with respect to all payments to be made 
      hereunder by LICENSEE. In the event LICENSEE shall fail to pay any sum
      required to be paid by this Agreement after the due date thereof, the
      amount owing shall thereupon bear interest at the maximum annual
      percentage rate allowable by law from the due date until paid.

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.

  c.  Guaranteed Net Shipments - If, in any Contract Year, LICENSEE does not 
      achieve the Guaranteed Net Shipments 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.

  d.  Guaranteed Monthly Royalty Payments - In order to ensure that the above 
      guarantees are met, LICENSEE shall pay to LICENSOR each month pursuant
      to Paragraphs 8 and 9, above, the respective Guaranteed Monthly Royalty 
      Payments set forth in item 7 of the attached License Agreement Detail 
      Schedule for each Contract Year during the Term of this Agreement. In 
      the event that any actual Monthly Royalty Payment calculated in 
      accordance with Paragraph 8, above, is less than the applicable  
      Guaranteed Monthly Royalty Payment, LICENSEE shall pay to LICENSOR the 
      Guaranteed Monthly Royalty Payment in accordance with Paragraph 9. In 
      the event that any actual Monthly Royalty Payment calculated in

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      accordance with Paragraph 9 exceeds the Guaranteed Monthly Royalty 
      payment, the actual Royalty payment shall be paid to LICENSOR in 
      accordance with paragraph 9.

  e.  In the event of the termination of this entire Agreement, LICENSEE is 
      obligated to pay the balance of the Guaranteed Annual Royalty Payments 
      due for the remainder of the Contract Years, and payment in full shall 
      be due and payable within thirty (30) days of said termination.

11.   EXPLOITATION BY LICENSEE

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

  b.  LICENSEE agrees that the Licensed Product will be sold, shipped and 
      distributed outright, at a competitive price that does not exceed the 
      price generally and customarily charged the trade by LICENSEE, and not  
      on an approval, tie-in, consignment, or "sale or return" basis. 
      LICENSEE further agrees that the Licensed Product will only be sold to 
      retailers, jobbers, wholesalers and 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. 
      Notwithstanding the foregoing to the contrary, LICENSOR agrees that the 
      Licensed Product may also be sold to those retail stores commonly 
      considered and referred to in the industry as "Warehouse Clubs" (such 
      as Price Club, Sam's Warehouse, Pace, Costco, B.J.'s) so long as the 
      total Net Shipment volume of Licensed Product sold to such "Warehouse 
      Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual 
      Net Shipment volume. Any sale of Licensed Product exceeding twenty 
      five percent (25%) of LICENSEE's Net Shipment volume will be deemed a 
      material breach of this Agreement and LICENSOR will have the right

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     thereafter to terminate this Agreement.  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 whose sales or distribution
     are or will be made for publicity, promotional or tie-in purposes, 
     combination sales, premiums, giveaways, direct mail, electronic shopping,
     vending machines or similar methods of merchandising, or whose business
     methods are or are reported to be questionable.
  c. LICENSEE further agrees to sell to LICENSOR, if requested to do so by 
     LICENSOR, any product manufactured or sold by LICENSEE, from LICENSEE's
     regular production at LICENSEE's customary net selling price.
12.  BOOKS, RECORDS, AND RIGHTS TO AUDIT
  a. LICENSEE agrees that it shall keep complete and accurate written books of
     accounts and records, maintained in accordance with generally accepted 
     accounting principles consistently applied, at its principal place of
     business, covering all Licensed Product manufactured, distributed, and 
     sold under the Trademarks.  LICENSEE shall provide LICENSOR with the
     following:
     (i) an audited, set of financial statements (i.e., balance sheet, income
     statement, and sources and uses of funds) to be delivered to LICENSOR
     within ninety (90) days after the end of each fiscal year of LICENSEE; 
     and
     (ii) an interim set of financial statements to be delivered to LICENSOR
     within thirty (30) days following the end of the first six (6) months of 
     each fiscal year of LICENSEE.  All such financial information must be
     prepared by an independent certified public accountant, approved in 
     writing by LICENSOR, having no interest whatsoever in LICENSEE's business
     other than that of an independent certified public accountant.
  b. LICENSOR and its duly authorized representatives shall have the right, at
     all reasonable hours of the day, with reasonable notice to 

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     audit LICENSEE's books of account and records and all other documents 
     and material in the possession or under the control of LICENSEE with 
     respect to the subject matter and terms of this Agreement and to make 
     copies and extracts thereof.  Within ten (10) days following any written 
     request by LICENSOR, LICENSEE will deliver copies and extracts of any 
     books of account, records, documents, materials, and information as are 
     requested by LICENSOR inclusive of, but not limited to:  financial 
     statements, general ledger detail and supporting journals, documents, 
     sales and credit memo registers, financial projections and wholesale 
     price listings. All books of account and records of LICENSEE covering 
     all transactions relating to this Agreement shall be retained by 
     LICENSEE for at least three (3) years after the expiration or 
     termination of this Agreement for inspection by LICENSOR.  In the event 
     that any such audit reveals an underpayment by LICENSEE, LICENSEE shall 
     immediately remit payment to LICENSOR in the amount of such underpayment 
     plus interest calculated at the maximum annual percentage rate allowable 
     by law, compounded daily, calculated from the date such payment was 
     actually due until the date when such payment is, in fact, actually 
     made.  In the event that any material underpayment is revealed by any 
     such audit, LICENSEE shall pay all reasonable costs and expenses of the 
     examination and audit, including any reasonable travel expenses incurred 
     by LICENSOR in making such examination, and costs and expenses of any 
     accountants or other persons retained by LICENSOR to examine, audit, or 
     analyze LICENSEE's records.  A "material underpayment" is hereby defined 
     as an underpayment of five percent (5%) or more.
13.  INSURANCE 
     LICENSEE shall, throughout the term of this Agreement, obtain and  
     maintain at its own cost and expense from a qualified insurance company  
     acceptable to LICENSOR, a policy or policies of insurance, insuring  
     against those risks customarily insured against under broad form 
     comprehensive general liability policies arising out of any defects or  
     failure to perform, alleged or otherwise, of the Licensed Product or any


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     use thereof, including "product liability", "completed operations",
     "advertisers' liability insurance", etc and any liability of LICENSEE
     arising out of Paragraph 20, below.  All such policies of insurance
     shall have endorsements or coverage with combined single limits of not
     less than $1,000,000 with deductibles reasonably acceptable to LICENSOR
     and shall name LICENSOR, and those designated by LICENSOR, as additional
     insureds thereunder.  Such policies of insurance shall contain:
  a. severability of interest;
  b. cross liability; and
  c. endorsement stating:  "Such insurance as is afforded by this policy for
     the benefit of BHPC Marketing, Inc. shall be primary as respects any
     liability of claims arising out of (LICENSEE's) operation, and any
     insurance carried by BHPC Marketing, Inc. shall be excess and 
     non-contributory."
     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.  If
     LICENSEE fails to procure, maintain and/or pay for at the times and for
     the durations specified in this Agreement, the insurance required 
     hereunder, or fails to carry insurance required by any governmental
     requirement, LICENSOR may (but without obligation to do so), and without
     notice to LICENSEE, perform such obligations on behalf of LICENSEE, and 
     the cost thereof, together with interest thereon at the maximum rate
     allowed by law, shall immediately become due and payable to LICENSOR.
14.  USE, DISPLAY, AND SALE INVOLVING THE TRADEMARKS AND COPYRIGHT
  A. In order to protect the Trademarks and LICENSOR's reputation, LICENSEE

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     will manufacture, distribute and sell the Licensed Product in compliance
     with all applicable laws.  In no event shall LICENSEE, or any affiliated
     entity, manufacture or import, distribute or sell any products using any
     trademark or other designation containing the words "BEVERLY HILLS", or
     "POLO", or depicting any equestrian figure, without the written consent
     of LICENSOR.

  b. It is specifically understood and agreed that LICENSEE may engage in the
     manufacture and distribution similar to or competitive with the Licensed
     Product for its own account or pursuant to license agreements with 
     others, provided, however, neither LICENSEE nor any employee, 
     shareholder, officer, director, parent, subsidiary or affiliate of 
     LICENSEE shall manufacture or import, distribute or sell merchandise 
     which has a closely resembling similarity to the Licensed Product. 
     LICENSEE further agrees not to use a closely resembling similarity of any 
     fabric, graphic, style or design supplied by LICENSOR.
  c. 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 sale of the Licensed
     Product shall conform to policies and methods suitable for goods of high
     quality sold under a prestigious label of worldwide repute.
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 recognizes that LICENSOR may already have entered into, and may
     in the future enter into, license agreements with respect to the 
     Trademarks for products which fall into the same general product category
     as the Licensed Product, but which are not sold to the same retail store 
     departments as the Licensed Product, and which may be

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    similar to, but not the same as, the Licensed Product in terms of 
    function, or otherwise. LICENSEE hereby expressly concedes that the 
    existence of said licenses does not and shall not constitute a breach of 
    this Agreement by the LICENSOR.

 c. 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.

 d. LICENSEE agrees not to raise or cause to be raised to third parties, 
    either during the term of this Agreement or after its expiration or 
    termination, on any grounds whatsoever, any questions concerning the 
    validity of the Trademarks or LICENSOR's rights therein, or any other 
    trademark or service mark owned by LICENSOR.

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 "C". 
    Nothing contained in this Agreement makes Polo Fashions, Inc., or any 
    related company, a third party beneficiary of this Agreement.

17. THIRD PARTY INFRINGEMENT

    LICENSEE agrees to notify LICENSOR in writing of any infringements or 
    limitations by third parties of the Trademarks, the Licensed Product 
    and/or the Promotional and Packaging Material which may come to 
    LICENSEE's attention. In the event that a third party should infringe any 
    of the Trademark rights or any other rights under this Agreement in

                                      15

<PAGE>

    the Territory, LICENSOR shall have the sole right to determine whether 
    any action shall be taken on the account of such infringement, and 
    LICENSEE shall not take any action on account of any infringement without 
    first obtaining written consent of LICENSOR, such consent not to be 
    unreasonably withheld.

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.

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. INDEMNIFICATION
    Except for claims of trademark infringement or similar claims, LICENSEE 
    will indemnify, defend and hold LICENSOR harmless from any and all 
    liabilities, claims, obligations, suits, judgments and expenses 
    whatsoever, including court costs and attorney's fees, which LICENSOR may 
    incur or which may be asserted against LICENSOR and which arise or occur 
    with respect to the operation of LICENSEE's business as it relates to the 
    design, import, manufacture, distribution, promotion, advertisement, and 
    sale of the Licensed Product under the Trademarks or with respect to this 
    Agreement and LICENSEE's performance hereunder; and

                                   16

<PAGE>
further provided that LICENSOR shall have the right to undertake and conduct 
the defense of any cause of action so brought and handle any such claim or 
demand.  Such indemnity shall extend to liabilities and claims incurred after 
the expiration or termination of this Agreement but which are based on acts 
or events whose proximate cause arose during this Agreement.

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:
         (i) LICENSEE violates or fails to perform any agreement, obligation, 
term, or condition of this Agreement and that violation or failure to perform 
is not cured within ten (10) days following written notice thereof; or
         (ii) LICENSEE becomes insolvent, files a voluntary petition in 
bankruptcy, a petition is filed against LICENSEE to have LICENSEE adjudicated 
as bankrupt and same is not dismissed in sixty (60) days, LICENSEE enters 
into any composition with the creditors of LICENSEE or becomes subject to 
reorganization under the Bankruptcy Code.  Provided, however, such 
termination shall not relieve LICENSEE of the obligation to pay any Royalty 
accrued up to the effective date of termination, nor prejudice any cause of 
action or claim of LICENSOR accrued, or to accrue, on account of the breach 
or default of LICENSEE.
     b.  Notwithstanding the provisions of sub-paragraph 21a.(i) to the 
contrary, in the event that LICENSEE violates this Agreement or fails to 
perform any agreement, obligation, term, or condition of this Agreement for 
the third (3rd) time, for any reason, LICENSEE shall forfeit the right to 
cure such violation or failure to perform, and this Agreement will terminate 
upon the giving of the written notice thereof.

22.  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 

<PAGE>

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 adaptations, 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.  Any Licensed Product, 
finished or in progress, shall be disposed of as follows:  (A) Any finished 
Licensed Product in LICENSEE's possession unsold on the date of the 
expiration of this Agreement may, subject to payment of the Royalty payable 
to LICENSOR, be sold by LICENSEE, pursuant to a plan to be approved by 
LICENSOR, for a period of one hundred twenty (120) days after expiration 
hereof.  Any royalty paid by LICENSEE to LICENSOR during the aforementioned 
one hundred twenty (120) day period is separate and apart from the Royalty 
generated during the term of the Agreement and such Royalty is not to be 
applied to the Guaranteed Annual Royalty Payments as outlined in Subparagraph 
10b. and column (C) of item 7 of the attached License Agreement Detail 
Schedule.  All inventory remaining after such one hundred twenty (120) day 
period shall be destroyed or stripped of all imprints, lettering, mentions or 
other reproductions of or references to the Trademarks and related logos; and 
all molds, patterns, transfers, and other property bearing the Trademarks of 
relating thereto shall be destroyed; all under the supervision of LICENSOR.  
LICENSOR shall have the first right to purchase said Licensed Product at the 
direct cost price (comprised of material and direct labor expenses as set 
forth in LICENSEE's books and records, plus five percent (5%) for overhead) 
upon expiration or termination of this Agreement.  (B)  Any finished Licensed 
Product in LICENSEE's possession unsold on

<PAGE>

the date of termination of this Agreement, and all molds, patterns, 
transfers, and other property bearing the Trademarks or relating thereto, 
shall be destroyed by LICENSEE within thirty (30) days following the 
termination of this Agreement; further, LICENSEE agrees, on or before the 
aforementioned date, to provide LICENSOR with a certificate signed by 
LICENSEE's Chief Executive Officer certifying under penalty of perjury that 
such inventory, molds, patterns, transfers, and other property have been 
destroyed. 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, LICENSEE shall, within ten (10) 
days following termination, give written notice to LICENSOR of the:

(i) Licensed Product, by style, in its possession or under its control;

(ii) location of the inventory of the Licensed Product;

(iii) amount of the work in process;

(iv) Licensed Product in transit; and

(v) name, address, and telephone number of each contractor, shipper and/or 
sales representative.

c.  LICENSEE shall accept no order, or undertake any new production, that 
would be delivered after the date of expiration of this Agreement. Three (3) 
months prior to the expiration of this Agreement, and monthly thereafter 
until expiration, LICENSEE shall provide to LICENSOR an inventory, by style, 
of all the Licensed Product in its possession or under its control, and all 
work in process. Three (3) months prior to the expiration of this Agreement, 
and weekly until expiration, LICENSEE 

                                   19

<PAGE>

shall provide LICENSOR with copies of all orders, invoices, bills of lading, 
credit memoranda, and statements provided to LICENSEE's factor (if any). 
LICENSEE shall be entitled to sell its inventory, of the Licensed Product 
through and until the date of the expiration of this Agreement only if the 
inventory, and all documents listed above, are delivered to LICENSOR in a 
timely fashion.

d.  LICENSEE shall deliver to LICENSOR, upon termination of this Agreement or 
thirty (30) days prior to the expiration of this Agreement:

(i) the names, addresses, and telephone numbers of each supplier of any item 
having the Trademarks and

(ii) all materials which reproduce the Trademarks on the Licensed Product 
and/or Promotional and Packaging Material relating to the Licensed Product or 
shall give LICENSOR satisfactory evidence of their destruction. LICENSEE 
shall be responsible to LICENSOR for any damages caused by the unauthorized 
use by LICENSEE or by others of such reproduction materials which are not 
turned over to LICENSOR.

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 a foreign government, acts of God, fires, 
floods, epidemics, embargoes, riots,

                                20


<PAGE>
     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.
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 United States 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 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.
27.  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.
28.  CONFIDENTIAL INFORMATION
     LICENSOR and LICENSEE agree (and shall instruct their partners, 
     officers, directors, designers, and other persons to whom disclosure is 
     made) to keep strictly confidential all designs, manufacturing 
     instructions, and other information relating to the Licensed Product 
     that are not otherwise available to the public, whether furnished by one 
     to the other or in any way acquired by either party; and the same shall 
     be used by either party solely under this Agreement and for the purpose

                                      21
<PAGE>
     of marketing of the Licensed Product.
29.  EQUITABLE RELIEF
     LICENSEE acknowledges and agrees that:
     (i) LICENSEE'S failure to meet the quality standards herein;
     (ii) LICENSEE'S failure: (a) to use the Trademarks, or (b) to 
     manufacture, offer for sale, sell, advertise, promote, ship or 
     distribute the Licensed Product, both in accordance with the provisions 
     of this Agreement; or
     (iii) any unauthorized use or disclosure of confidential information of 
     LICENSOR, cannot be compensated adequately with a remedy at law and will 
     cause irreparable damage to LICENSOR. Accordingly, the parties agree 
     that LICENSOR may seek from any court having jurisdiction, such 
     equitable relief by way of temporary restraining orders, permanent 
     injunctions or otherwise as is available to compel the discontinuance of 
     such conduct. LICENSEE agrees that any court of general jurisdiction in 
     Los Angeles County or any Federal District Court therein shall have 
     jurisdiction of such claim.
30.  ATTORNEYS' FEES
     In the event any legal action becomes necessary to enforce or interpret 
     the terms of this Agreement, the prevailing party shall be entitled, in 
     addition to its court costs, to such reasonable attorneys' fees as shall 
     be fixed by a court of competent jurisdiction.
31.  BINDING EFFECT
     This Agreement shall be binding on the parties, and their successors and 
     assigns.
32.  SURVIVAL OF THE RIGHTS
     Notwithstanding anything to the contrary contained herein, such 
     obligations which remain executory after expiration of the term or 
     termination of this Agreement shall remain in full force and effect 
     until discharged by performance and such rights as pertain thereto shall 
     remain in force until their expiration.
33.  SEVERABILITY
     In the event that any term or provision of this Agreement shall for any

                                      22


<PAGE>

     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 "C" 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.

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


LICENSOR:                                    LICENSEE:


BHPC MARKETING, INC.,                        PAIGE II INDUSTRIES, INC.
a California Corporation                     a California Corporation



BY: /s/ Don Garrison                         BY: /s/ Howard W. Regen
   --------------------------                   --------------------------
Don Garrison                                 Howard W. Regen
Licensing Director                           President
Date: 3/18/93                                Date: 3/13/93
     ------------------------                     ------------------------

                                      23

<PAGE>

                       LICENSE AGREEMENT DETAIL SCHEDULE

1.  Definition of Territory:     The United States, its territories and 
                                 possessions

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

    Missy, large size and petite coordinated       August 1, 1993
    sportswear

<TABLE>
<CAPTION>

3.  Initial Term:                          FROM                     TO

<S>                                   <C>                     <C>

First Contract Year:                  June 1, 1993            November 30, 1994
Second Contract Year:                 December 1, 1994        November 30, 1995
Third Contract Year:                  December 1, 1994        November 30, 1996

</TABLE>

4.  Renewal Term:

<TABLE>
<CAPTION>

<S>                                   <C>                     <C>

Fourth Contract Year (if any):        December 1, 1996        November 30, 1997
Fifth Contract Year (if any):         December 1, 1997        November 30, 1998
Sixth Contract Year (if any):         December 1, 1998        November 30, 1999

</TABLE>

5.  Advance Royalty Payment:

    First Contract Year:  None                                       ($00)

6.  Royalty Rate:

    6%
    Plus 2% of Net Sales for Advertising Royalty

7.  Guarantees:

<TABLE>
<CAPTION>

                              (A)        (B)         (C)         (D)

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

                          Guaranteed              Guaranteed  Guaranteed
                          Target       Guaranteed    Annual      Monthly
                          Net          Net           Royalty     Royalty
                          Shipments    Shipments     Payments    Payments
                          --------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

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

First Contract Year       $1,000,000   $1,000,000   $ 80,000    $ 4,444.44
Second Contract Year      $1,500,000   $1,500,000   $120,000    $10,000
Third Contract Year       $2,000,000   $2,000,000   $160,000    $13,333.33

</TABLE>


                                  INITIALS

                                  LICENSOR: ----------

                                  LICENSEE: ----------

<PAGE>

                                  SECTION (I)

                            NET SHIPMENT STATEMENT
                            ----------------------

The written statement of Net Shipments of Licensed Product (a copy of which 
is attached hereto as Exhibit "F") referred to in Paragraph 9a must be 
certified as accurate by LICENSEE and will include, but will not be limited 
to, information as to: each respective invoice number (in sequential order 
inclusive of all "voided" invoices), invoice date, customer name or number, 
gross dollar amount invoiced, terms of any customary trade allowances (as a 
percentage and in aggregate dollars), actually credited returns (in aggregate 
dollars), and other deductions taken against the gross dollar amount 
invoiced, and any such other further information as LICENSOR may from time to 
time request. Such statements shall be furnished to LICENSOR whether or not 
any Licensed Product has been shipped, distributed and/or sold during the 
preceding Royalty Period and whether or not any monies are then due LICENSOR.

                                 SECTION (II)

                      BOOKS, RECORDS, AND RIGHTS TO AUDIT
                      -----------------------------------

Within ten (10) days following any written request by LICENSOR, LICENSEE will 
deliver copies and extracts of any books of account, records, documents, 
materials, and information as are requested by LICENSOR inclusive of, but not 
limited to: financial statements, general ledger detail and supporting 
journals, documents, sales and credit memo registers, financial projections 
and wholesale price listings. All books of account and records of LICENSEE 
covering all transactions relating to this Agreement shall be retained by 
LICENSEE for at least three (3) years after the expiration or termination of 
this Agreement for inspection by LICENSOR.

                                  EXHIBIT "C"
                                  Page 1 of 3

<PAGE>

                                 SECTION (III)

                            INSURANCE REQUIREMENTS
                            ----------------------

All such policies of insurance shall have endorsements or coverage with 
combined single limits of not less than $1,000,000 with deductibles 
reasonably acceptable to LICENSOR and shall name LICENSOR, and those 
designated by LICENSOR, as additional insureds thereunder. Such policies of 
insurance shall contain:

a.  severability of interest;
b.  cross liability; and
c.  endorsement stating: "Such insurance as if afforded by this policy for 
    the benefit of BHPC Marketing, Inc. shall be primary as respects any 
    liability of claims arising out of (LICENSEE's) operation, and any insurance
    carried by BHPC Marketing, Inc. shall be excess and non-contributory."

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)

              DISPOSAL OF INVENTORY ON EXPIRATION OR TERMINATION
              --------------------------------------------------

(A)  Any finished Licensed Product in LICENSEE's possession unsold on the 
date of the expiration of this Agreement may, subject to payment of the 
Royalty payable to LICENSOR, be sold by LICENSEE, pursuant to a plan to be 
approved by LICENSOR, for a period of one hundred twenty (120) days after 
expiration hereof. Any Royalty paid by LICENSEE to LICENSOR during the 
aforementioned one hundred twenty (120) day period is separate and apart 
from the Royalty generated during the term of the Agreement and such Royalty 
is not to be applied to the Guaranteed Annual Royalty Payments as outlined in 
Subparagraph 10b. and column (C) of item 7 of the attached License Agreement 
Detail Schedule. All inventory remaining after such one hundred twenty (120) 
day period shall be destroyed or stripped of all imprints, lettering, 
mentions or other reproductions of or references to the Trademarks and 
related logos; and all molds, patterns, transfers, and other property bearing 
the Trademarks of relating thereto shall be destroyed; all under the 
supervision of LICENSOR.

                                  EXHIBIT "C"
                                  Page 2 of 3

<PAGE>

LICENSOR shall have the first right to purchase said Licensed Product at the 
direct cost price (comprised of material and direct labor expenses as set 
forth in LICENSEE's books and records, plus five percent (5%) for overhead) 
upon expiration or termination of this Agreement.

(B)  Any finished Licensed Product in LICENSEE'S possession unsold on the 
date of termination of this Agreement, and all molds, patterns, transfers, 
and other property bearing the Trademarks or relating thereto, shall be 
destroyed by LICENSEE within thirty (30) days following the termination of 
this agreement; further, LICENSEE agrees, on or before the aforementioned 
date, to provide LICENSOR with a certificate signed by LICENSEE's Chief 
Executive Officer certifying under penalty of perjury that such inventory, 
molds, patterns, transfers, and other property have been destroyed.

                                  EXHIBIT "C"
                                  Page 3 of 3
<PAGE>


Int. Ch: 25

Prior U.S. Ch: 39

                                                             Reg. No. 1,429,311
United States Patent and Trademark Office              Registered Feb. 17, 1997
--------------------------------------------------------------------------------


                                      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.
                                                           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, HANGTAG, 
BUSINESS CARDS, BUSINESS FORMS, RADIO SPOT, TV, FULL PAGE AD, 1/2 PAGE AD, 
PACKAGING, DISPLAY, OTHER.



                PLACE ADVERTISING TO BE SUBMITTED HERE OF AFFIX

                                TO THIS PAGE


1) USE PERIOD   From _________________________________ To _____________________


2) IF SUBMISSION IS LABELS OR HANGTAG, PLEASE GIVE NAME & ADDRESS OF 
   
   SUPPLIER ___________________________________________________________________

3) 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 West 135th Street, Gardena, CA 90248

                                    EXHIBIT "B-3"



<PAGE>

[LOGO]                                            STATEMENT OF ROYALTIES (DOM


                            FOR ____________________________TO _______________
                                                             (Month)

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

LICENSEE ADDRESS
                 ------------------------

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

LICENSEE PRODUCT(S)
                    ---------------------

<TABLE>
<CAPTION>

    ITEM/                   NUMBER OF                   NUMBER OF             UNIT WHOLESALE            GROSS            LESS
  STYLE NO                  UNITS SOLD                UNITS RETURNED              PRICE                 SALES         ALLOWANCES*
  --------                  ----------                --------------          --------------            -----         -----------
<S>                         <C>                       <C>                     <C>                       <C>           <C>


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

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

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

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

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

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

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

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

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

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

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

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

  TOTALS

                            ----------                 -----------               ----------              -----         ----------
</TABLE>

SEND STATEMENT TO: BHPC MARKETING, INC.
                   620 West 135th Street                   I CERTIFY THAT THE
                   Gardena, CA  90248                      
                                                           -------------------

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

<PAGE>

                             SETTLEMENT AGREEMENT

    This Settlement Agreement is made, in multiple originals, by and among 
Polo Fashions, Inc., a corporation organized and existing under the laws of 
the State of New York, having an office and place of business at 40 West 55th 
Street, New York, New York ("PFI"); Beverly Hills Polo Club, Inc., a 
corporation organized and existing under the laws of the State of California, 
having an office and place of business at 1940 Lovelace Avenue, Los Angeles, 
California ("BHPC"); Stephen Wessler, an individual residing at 19500 Valdez 
Drive, Tarzana, California ("Wessler"); and Gregory Lang, Inc., a corporation 
organized and existing under the laws of the State of California, having an 
office and place of business at 1940 Lovelace Avenue, Los Angeles, California 
("Lang").  BHPC, Wessler and Lang 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 
"Beverly Hills Polo Club, Inc. and Gregory Lang, Inc. v. Polo Fashions, Inc., 
Civil Action No. 83-3342 LTL(JRx)" (the "BHPC Action") and "Polo Fashions, 
Inc. v. Action Industries, Inc., et al., Civil Action No. 84-162 LTL(JRx)" 
(the "PFI Action"), which involve claims

                                  EXHIBIT "C"

<PAGE>

of trademark infringement, false designation of origin and unfair competition 
by PFI against the Beverly Hills Polo Club Parties and others and claims of 
unfair competition, antitrust violations and declaratory relief of trademark 
non-infringement by various of the Beverly Hills Polo Club Parties against 
PFI; and

    WHEREAS, the parties hereto have vigorously contested the BHPC Action and 
the PFI 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 convenants 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:

                       (a)  Using as a design or decoration on or in
                 connection with wearing apparel, home furnishings,

                                     - 2 -
          
<PAGE>

personal care and fragrance products, and related items, accessories and 
services (collectively 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 word "polo" alone, or the words 
"polo club" alone, apart from the composite "Beverly Hills Polo Club," except 
as may be permitted by paragraph 18 herein;

    (b)  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 composite "Beverly Hills Polo Club" in any configuration in which 
(i) the words "Beverly Hills" are not of equal prominence with the words 
"Polo Club" or not in close proximity to such words or (ii) a different type 
face or color is used for the words "Polo Club" than for the words "Beverly 
Hills" or (iii) the word "Polo" is surrounded by a rectangle, or (iv) the 
word "Polo" is in any way emphasized;

    (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 a polo player astride a horse

                                     - 3 -

<PAGE>

which is shown in Exhibit A (the "Polo Player Symbol"), 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 a polo player astride a horse 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 Polo 
Fashions, Inc. or to Ralph Lauren 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 -
<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. PFI 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 PFI's attorneys or their agents.

     4.  Simultaneously with its execution of this settlement agreement, 
(a) BHPC shall promptly withdraw with prejudice Opposition No. 68,754 to 
PFI's United States Trademark Application Serial No. 333,206, filed October 19,
1981 for the trademark POLO, and (b) Lang shall promptly withdraw with 
prejudice the federal, state and foreign trademark applications listed in 
Exhibit G annexed hereto, and take the appropriate steps to cancel or delete 
or withdraw registrations issued pursuant to such applications; and none of 
BHPC, Lang or Wessler, nor any one affiliated with each of them shall file 
any trademark application with the United States Patent and Trademark Office 
or with any state in the United States or in any foreign country for any mark 
incorporating the words "Polo Club" and/or "Beverly Hills Polo Club" and/or 
any horse and rider design, where the use of which such mark would be 
prohibited hereunder, provided that in no event shall any of them file any 
such application for any design of a horse and rider alone.

                                      -6-



<PAGE>

    5.   Neither PFI 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 PFI or its licensees. If PFI 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 PFI 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.   None of the Beverly Hills Polo Club Parties or any person or entity 
under their direction or control shall oppose any registration by PFI or any 
affiliated entity of any of the trademarks or service marks POLO, POLO BY 
RALPH LAUREN or the Polo Player Symbol, alone or in combination (collectively 
"the PFI Marks"), nor shall they petition to cancel, either directly or 
through court action, any registration owned by PFI or any affiliated entity 
for any of the PFI Marks unless said


                                      -7-


<PAGE>

trademark, service mark or registration is the basis for legal or 
administrative action by PFI or any such affiliated entity against such a 
party or its licensees.

    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 Judgment of Exhibit 
H.

   10.   PFI 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-
  

<PAGE>

that PFI, or anyone acting on its behalf, has in the past made any such 
claims or threatened any such sanctions.

    11. In consideration of the warranties, representations and promises made 
by the Beverly Hills Polo Club Parties herein, PFI does hereby fully release 
and forever discharge BHPC, Stefan, Inc., Richard Enterprises, Inc., Lang and 
Wessler and all of their respective officers, directors, agents, employees 
and representatives and all those in active concert or participation with any 
of them, and their customers, both immediate and remote, from and against any 
and all claims, causes of action, demands, damages or charges for trademark 
infringement and unfair competition made against them by PFI in the Civil 
Actions or which could have been made in such Civil Actions, up to and 
including the date of the execution of this Settlement Agreement.

   12. In consideration of the warranties, representations and promises made 
by PFI herein, BHPC, Lang and Wessler do hereby fully release and forever 
discharge PFI, its officers, directors, agents, employees and 
representatives, and all those in active concert or participation with any of 
them, from and against any and all claims, causes of action, demands, damages 
or charges made against PFI in the Civil Actions or which could have been 
made in such Civil Actions, up to and including the date of the execution of 
this Settlement Agreement.

   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-

<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 the State of New 
York. 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. PFI 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. Nothing contained herein shall be deemed to preclude 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, from making any use, otherwise than as a trade or 
service mark, of the words "polo" or "polo club" alone, descriptively, fairly 
and in good faith only to describe the sport of polo, clubs at which the 
sport of polo is played (i.e.

                                   -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.  PFI acknowledges that the rights of any person or entity which it 
licenses or otherwise permits to use the PFI 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. PFI 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

<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.


                                       POLO FASHIONS, INC.

Dated: 2/15/85                         By: /s/ Peter Strom
      -------------                       --------------------------------
                                           Peter Strom


                                       BEVERLY HILLS POLO CLUB, INC.

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


                                       STEPHEN WESSLER

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


                                       GREGORY LANG, INC.

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


                                      12

<PAGE>


                                    [GRAPHIC]





                                    EXHIBIT A
                                    ---------

<PAGE>


                                    [GRAPHIC]





                                    EXHIBIT B
                                    ---------

<PAGE>


                                    [GRAPHIC]





                                    EXHIBIT C
                                    ---------


<PAGE>


                                    [GRAPHIC]





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


                                    EXHIBIT D
                                    ---------


<PAGE>


                                    [GRAPHIC]





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


                                    EXHIBIT E
                                    ---------




