
<PAGE>

   

                                                                  Exhibit 10.21

    

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


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BHPC.12I


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

3.  OWNERSHIP OF 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 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. Except

                                       2

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BHPC.12I

    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, sell, 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 fourteen (14)
    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 Promotional and Packaging 
    Material which have not been previously approved in writing by LICENSOR:

    (i) Prior to the production of the Licensed Product, there shall be a 
    pre-production showing of the Licensed Product at a time and date to be 
    mutually agreed upon by the parties. LICENSEE shall submit for LICENSOR's 
    prior written approval all final designs, specifications, fabrications, and 
    color information.

    (ii) Prior to the production of each collection (also known in the trade 
    as a "line" or a "season"), LICENSEE shall submit to LICENSOR a completed 
    "Sample Approval Form" (Exhibit "B-1") for each proposed item of the 
    Licensed Product along with: at least one (1) final sample of each style in 
    the collection; one (1) set of material which shows color and fabrication, 
    to be attached to a "Swatch Approval Form" (Exhibit "B-2"); and one (1) 
    photograph of each sample to be attached to the "Sample Approval Form" 
    (Exhibit "B-1"). Once a proposed item of the Licensed Product has been 
    approved, LICENSEE shall not deviate in any material respect from: (1) any
    information, description or specification on the "Sample Approval Form" or
    "Swatch Approval Form"; or (2) the quality of or material used on an 
    approval sample, without the prior written consent of LICENSOR. Each style,
    color and fabrication must be approved for each season, regardless of 
    whether it was approved for a prior season.

    (iii) Within two (2) weeks following the commencement of each first 
    production run of the Licensed Product (or, if production of the various 
    styles of the Licensed Product commences at different times, within two (2)
    weeks after commencement of each style's first production run), LICENSEE 
    shall deliver to 

                                       3





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BHPC.12I

     LICENSOR, at least one (1), finished production sample of each style.  If 
     the style, appearance or quality of any production sample is different 
     from what was previously approved, LICENSEE shall make the necessary 
     changes so that it conforms to what was originally approved.

 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.  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 
     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.

                                        4
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     BHPC.12I

 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).

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

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

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

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

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

 b.  If LICENSEE fully performs according to all of the terms and conditions
     hereof including, without limitation, the terms and conditions 
     specifically enumerated below, LICENSEE shall have three (3) consecutive
     options to renew this Agreement for three (3) consecutive contract 
     periods, i.e., Contract Years, of one (1) year each (hereinafter 
     collectively the "Renewal Term").  In order to exercise each individual
     option, LICENSEE must provide LICENSOR with written notice of its
     intention to exercise each respective option and such written notice 
     must be received by LICENSOR no later than one hundred eighty (180) days

                                       5
<PAGE>
     BHPC.12I

     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:

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

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

 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 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.  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

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     BHPC.12I

     the consuming public as being "seconds".

9.   PAYMENT
     -------

 a.  The payments provided for in Paragraph 8, above, shall be based upon all
     Net Shipments in each month (the "Royalty Period") and shall be due and
     payable by LICENSEE to LICENSOR by the twentieth (20th) day following
     each month.  All Guaranteed Monthly Royalty Payments are due and payable
     by LICENSEE to LICENSOR on the twentieth (20th) day of each respective
     calendar month for that Contract Year. 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. Such 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: customer name, gross amount invoiced, terms of any
     customary trade allowances actually credited, returns and other
     deductions taken against the gross amount invoiced, and any such other
     further information as LICENSOR may from time to time request. All Net
     Shipments shall be stated in the currency of the Country where they were
     made, followed by the equivalent amount for such Net Shipments in United
     States currency, followed by the exchange rate applied.

 b.  All taxes imposed as a result of the existence of this Agreement or the
     performance by the parties of their obligations hereunder shall be borne
     and paid by LICENSEE, excepting therefrom any withholding tax imposed on
     LICENSEE, which shall be paid by LICENSOR. LICENSEE shall deduct such
     withholding tax from the monthly Royalty Payments, and provide to
     LICENSOR, on the twentieth (20th) day of the first month of the
     following Contract Year, and accounting of said withholding taxes paid
     by LICENSEE, and shall provide to LICENSOR the original tax withholding
     certificate for each month.

 c.  LICENSEE's statements shall be submitted to:

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

                                       7

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     BHPC.12I

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

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

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

 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.  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.

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     BHPC.12I

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

 d.  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 accordance with Paragraph 8
     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 Year in progress, and payment in
     full shall be due and payable within 30 days of said termination.

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

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

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

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     BHPC.12I

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

 c.  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) a certified, 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.  All such financial information must be 
     prepared by an independent certified public accountant, 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, to 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 the terms 
     of this Agreement.  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

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     BHPC.12I

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

 a.  In order to protect the Trademarks and LICENSOR's reputation, LICENSEE
     will manufacture, distribute and sell the Licensed Product in compliance
     with all applicable laws.  In no event shall LICENSEE, or any affiliated
     entity, manufacture, 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.  LICENSEE shall exercise all reasonable efforts, within the limits allowed
     by the laws and governmental regulations in effect in the Territory, to 
     ensure that its merchandising and sales of the Licensed Product shall 
     conform to policies and methods suitable for goods of high quality sold
     under a prestigious label of worldwide repute.

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

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

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

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<PAGE>

     BHPC.12I

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

 c.  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.

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

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

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

     LICENSEE agrees to notify LICENSOR in writing of any infringements or 
     imitations by third parties of the Trademarks, the Licensed Product 
     and/or the Promotional and Packaging Material which may come to 
     LICENSEE's attention.  In the event that a third party should infringe
     any of the Trademark rights or any other rights under this Agreement in
     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 infringements 
     without first obtaining written consent of LICENSOR, such consent not to
     be unreasonably withheld.

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

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

                                      12


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    Agreement.

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

18. NO AGENCY, JOINT VENTURE, PARTNERSHIP

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

19. 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 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.

20. TERMINATION

 a. In addition to the termination rights provided elsewhere in this 
    Agreement, LICENSOR will have the right to terminate this Agreement in the
    event that: (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 United States Bankruptcy Code
    or under any other bankruptcy law. 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 

                                      13

<PAGE>


    of LICENSOR accrued, or to accrue, on account of the breach or default of 
    LICENSEE.

 b. Notwithstanding the provisions of sub-paragraph 20a(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.

21. EFFECT OF EXPIRATION OR TERMINATION

 a. Upon expiration or termination of this Agreement, all rights and 
    licenses granted to LICENSEE hereunder shall immediately expire, shall 
    forthwith revert to LICENSOR, and LICENSEE shall immediately cease and 
    desist from using the Trademarks and any technical information supplied by 
    LICENSOR to LICENSEE hereunder. To this end, LICENSEE will be deemed to 
    have automatically assigned to LICENSOR, upon such expiration or 
    termination, the Trademarks, equities, good will, titles, and other rights 
    in or to the Licensed Product and all 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. 
    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

                                      14

<PAGE>

    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 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.

 e. 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 

                                      15

<PAGE>

     BHPC.12I

     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.

 f.  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.

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

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

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

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

24.  NOTICE
     ------

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

                                      16

<PAGE>

     BHPC.12I

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

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

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

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

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

27.  CONFIDENTIAL INFORMATION
     ------------------------

     LICENSOR and LICENSEE agree (and shall instruct their partners, officers,
     directors, designers, and other persons to whom disclosure is made) that
     during the term of the Agreement and for a period of two (2) years 
     following the termination or expiration of this Agreement 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 of marketing of the 
     Licensed Product.

28.  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

                                      17

<PAGE>

     BHPC.12I

     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.

29.  ATTORNEY'S 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 attorney's fees as shall 
     be fixed by a court of competent jurisdiction.

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

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

31.  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.

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

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

33.  CAPTIONS
     --------

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

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

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

                                      18

<PAGE>

     BHPC.12I

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

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

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

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

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

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

                                      19

<PAGE>

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


LICENSOR:                              LICENSEE:


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




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


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

                                      20

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

                             SETTLEMENT AGREEMENT

     This Settlement Agreement is made, in multiple originals, by and among
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 D

<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 covenants and premises
contained herein, the parties agree as follows:

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

         (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 work "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 Judgement Upon Consent in the form annexed hereto as Exhibit H, or in 
such other form as the Court may require consistent with the terms and 
conditions of this settlement Agreement.

                   7.  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 
Judgement 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 sub-licensees constitutes trademark 
infringement, unfair competition or trademark dilution, nor threaten sanctions 
with respect thereto. This undertaking does not in any way admit or imply

                                      8
<PAGE>
that PFI, or any 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 officer, 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                        /s/ Stephen Wessler


                                       GREGORY LANG, INC.



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


                                      12
<PAGE>











                                        [LOGO]





                                       EXHIBIT A
<PAGE>










                                     [LOGO]




                                    EXHIBIT B
<PAGE>










                                    [LOGO]





                                   EXHIBIT C
<PAGE>










                                    [LOGO]




                                   EXHIBIT D
<PAGE>










                                       [LOGO]




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


                                      EXHIBIT E

<PAGE>

                     LICENSE AGREEMENT DETAIL SCHEDULE

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

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

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

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

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

3. Initial Term:                    FROM                   TO

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

4. Renewal Term:

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

5. Advance Royalty Payment:

   First Contract Year: None ($00)

6. Royalty Rate:

   Six percent (6%) of Net Shipments


<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          $00            $00
Second Contract Year     $2,000,000    $2,000,000   $120,000       $10,000
Third Contract Year      $4,000,000    $4,000,000   $240,000       $20,000


                         INITIALS

                         LICENSOR: /s/DG
                                   -----

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

<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:  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 2

<PAGE>

                                 SECTION (III)

               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.

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 2 of 2


<PAGE>

                     BEVERLY HILLS POLO CLUB REGISTRATIONS
                           IN CLASS 25 IN TERRITORY


MARK                       COUNTRY                         STATUS

Beverly Hills Polo Club    Benelux                         Registered 5/7/91
& design                   (Belgium, Holland, Luxembourg)  #449,277

Beverly Hills Polo Club    Denmark                         Registered 7/16/93
& design                                                   #VR 05.054

Beverly Hills Polo Club    France                          Registered 4/6/83
& design                                                   #1,365,413

Beverly Hills Polo Club    Germany                         Registered 3/15/95
& design                                                   #2 092 929

Beverly Hills Polo Club    Greece                          Registered 4/11/89
& design                                                   #93232

Beverly Hills Polo Club    Italy                           Registered 11/23/91
& design                                                   #554547

Beverly Hills Polo Club    Norway                          Registered 1/23/92
& design                                                   #148,737

Beverly Hills Polo Club    Spain                           Registered 4/9/92
& design                                                   #1,256,495

Beverly Hills Polo Club    Sweden                          Registered 8/2/91
& design                                                   #225,429

Beverly Hills Polo Club    Switzerland                     Registered 11/23/90
& design                                                   #381,887

Beverly Hills Polo Club    United Kingdom                  Registered 1/30/86
& design                                                   #B1,259,226



                                 EXHIBIT "E"


<PAGE>

Inc. Cls 25

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

                                TRADEMARK
                           PRINCIPAL REGISTER



                             BEVERLY HILLS



                               POLO CLUB


                                [LOGO]

                               EXHIBIT A




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

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

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

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

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



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



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

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

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

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

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

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

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

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

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

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







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



