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Trademark Option Agreement - McGregor II LLC and McGregor International Licensing NV

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                           TRADEMARK OPTION AGREEMENT
                           --------------------------

     This Trademark Option Agreement (the "Agreement") is made as of October 31,
1997 (the "Effective Date") between McGregor II, LLC, a Delaware limited
liability company, successor to McGregor Corporation, a New York corporation
("McGregor"), and McGregor International Licensing N.V., a Netherlands Antilles
corporation ("MIL").

                                    RECITALS

     A.   McGregor is the owner of the trademark registrations listed on Exhibit
                                                                         -------
A (the "Trademark Registrations").
-                                

     B.   MIL wishes to acquire an option to purchase McGregor's rights in the
trademarks referred to in the Trademark Registrations for the countries listed
on Exhibit B attached hereto (the "Territory"), and McGregor wishes to grant
   ---------                                                               
such rights to MIL on the terms and conditions set forth below.

     C.   As of the Effective Date, McGregor has sold to MIL all of its right,
title and interest in and to certain trademarks which are similar to the
trademarks subject to this Agreement for the countries listed on Exhibit C
                                                                 ---------
attached hereto (the "MIL Territory").

     D.   All the countries of the world not included in the MIL Territory or
the Territory shall be collectively referred to in this Agreement as the
"McGregor Territory."

                                   AGREEMENT

     THEREFORE, in consideration of the promises and agreements herein contained
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, MIL and McGregor agree as follows:

1.   GRANT OF OPTION.  McGregor grants to MIL an option (the "Option") to
purchase McGregor's entire right, title and interest in and to the Trademark
Registrations and the trademarks as referred to in the Trademark Registrations,
together with all goodwill associated therewith, for use and registration by MIL
in the Territory (but not elsewhere) (collectively, the "Option Marks"), but
expressly reserving unto McGregor the Excluded Registrations set forth on
Exhibit D attached hereto (the "Excluded Registrations") and all other rights in
---------                                                                      
and to the trademarks referred to in the Trademark Registrations in the McGregor
Territory, including without limitation, the goodwill associated therewith.

2.   OPTION TERM.  The term of this Agreement shall commence on the Effective
Date and shall terminate on the third anniversary thereof, unless sooner
terminated pursuant to Paragraph 5 or Paragraph 11 hereof (the "Option Term").

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<PAGE>

3.   OPTION PRICE.  The purchase price for the Option Marks shall be
US$9,000,000, subject to adjustment as provided in Paragraph 5 hereof (the
"Option Price").

4.   EXERCISE.  Except as provided in Paragraph 5 hereof, MIL may exercise the
Option at any time during the Option Term by giving written notice to McGregor
of such exercise.  From and after MIL's exercise of the Option, MIL shall be
obligated to buy, and McGregor shall be obligated to sell, the Option Marks on
the terms and conditions set forth herein.  If MIL has not exercised the Option
on or before the expiration or earlier termination of the Option Term, this
Agreement and the Option shall terminate and be of no further force and effect.
Upon expiration or termination of the Option Term, if MIL has not exercised the
Option, MIL shall execute and deliver to McGregor any documentation reasonably
requested by McGregor to release all claims of MIL to any right, title and
interest in the remaining Option Marks.

5.   PUT.

     a.  During the Option Term, McGregor shall be entitled to offer the Option
         Marks, or any of them, for sale on any terms and conditions, subject to
         the provisions of this Paragraph 5. If , from time to time during the
         Option Term, McGregor desires to sell all or any of the Option Marks,
         either separately or in combination with all or any other assets of
         McGregor or any of its affiliates, McGregor shall establish a price for
         the Option Marks which shall not be less than US$3,000,000 (the "Offer
         Price"). McGregor shall notify MIL of McGregor's desire to sell the
         Option Marks at the Offer Price. For a period of thirty days after
         MIL's receipt of such notice (the "Offer Period"), MIL may elect to
         exercise the Option for: (i) a purchase price of US$5,000,000 if the
         Offer Price is equal to or less than US$5,000,000; (ii) a purchase
         price equal to the Offer Price if the Offer Price is greater than
         US$5,000,000 but less than US$9,000,000; or (iii) US$9,000,000 if the
         Offer Price is equal to or greater than US$9,000,000.

     b.  On or before the expiration of the Offer Period, MIL shall notify
         McGregor whether MIL elects to exercise its Option to purchase the
         Option Marks. If MIL fails to notify McGregor within the Offer Period
         whether MIL elects to exercise the Option, MIL shall be deemed to have
         elected not to exercise the Option. If, during the Offer Period, MIL
         elects to exercise the Option pursuant to the terms of Paragraph 5.a.,
         MIL shall be required to purchase the Option Marks strictly in
         accordance with the terms and conditions of this Agreement, except that
         the Option Price shall be amended to be the applicable purchase price
         under Paragraphs 5.a.(i), 5.a.(ii) or 5.a.(iii) hereof. If MIL elects,
         or is deemed to have elected, not to exercise the Option during the
         Option Period, then McGregor, for a period of 90 days thereafter, shall
         be entitled to sell the Option Marks, or any portion thereof,
         separately or in combination with any other assets, on any terms as
         McGregor, in its sole and absolute discretion, shall determine, except
         that the purchase price for the Option Marks, or portion of the
         purchase price allocable to the Option Marks if the Option Marks are
         sold in combination with other assets of McGregor, shall not be less
         than the Offer Price. If, on or before the expiration of such 90-day
         period, McGregor has consummated a sale which includes all of the
         Option Marks, this Agreement shall

                                      -2-
<PAGE>

         terminate and be of no further force and effect. If, on the expiration
         of such 90-day period, McGregor has not consummated a sale which
         includes all the Option Marks,

                                      -3-
<PAGE>

         the Option shall continue in effect until the expiration of the Option
         Term, except that the Option Marks shall be deemed amended to exclude
         the trademarks which have been sold during such 90-day period, if any,
         and McGregor shall have the right to continue its efforts to sell the
         Option Marks, subject to the provisions of this Paragraph 5.

6.   CONFIDENTIALITY; MIL'S INVESTIGATIONS.

     a.   Both during and following expiration of the Option Term, MIL shall
          neither divulge to, nor use for the benefit of, any third party any of
          the information it receives from McGregor under or related to this
          Agreement, including without limitation, the existence and terms and
          conditions of this Agreement, except to the extent disclosure is
          required by law or except to the extent that such information, in the
          form in which it is received is:

          (i)   known to MIL prior to its receipt from McGregor;

          (ii)  available to the general public either when received from
                McGregor or thereafter, except if it became available through
                the fault of MIL;

          (iii) received by MIL from a third party who can disclose such
                information free of confidentiality obligations; or

          (iv)  independently developed by MIL.

          Such information may be disclosed to MIL's personnel and financial
          advisors on a need only basis.  MIL shall inform such persons of the
          confidential and proprietary nature of the information and will ensure
          that all persons so informed understand their obligations to maintain
          the confidential and proprietary nature of such information.

     b.   From time to time during the Option Term, upon not less than seven
          days' notice, McGregor shall make available to MIL for its inspection
          and review McGregor's files relating to the Option Marks and shall
          provide copies of the then existing license agreements relating to the
          Option Marks for the Territory.  MIL shall conduct its inspection and
          review of the Option Mark files in the office of McGregor where such
          records are kept.  Without the prior written approval of McGregor, in
          its sole discretion, MIL shall not contact in any way any of
          McGregor's licensees to discuss any aspect of their licenses or
          business regarding the Option Marks.  MIL acknowledges that McGregor's
          relationships with its licensees are of critical business importance
          and shall not adversely affect such relationships in any way.

7.   CLOSING.  The closing of the sale of the Option Marks (the "Closing") will
be consummated as follows:

                                      -4-
<PAGE>

     a.   The Closing will occur on the ninetieth day following MIL's exercise
          of the Option, or such earlier date as may be mutually agreed to by
          the parties (the "Closing Date"). The Closing will take place at a
          time and place in New York, New York, mutually agreed to by MIL and
          McGregor on the Closing Date.

     b.   MIL shall pay the Option Price to McGregor on the Closing Date in
          immediately available funds by wire transfer to the account designated
          by McGregor.

     c.   McGregor and MIL shall execute and deliver an assignment agreement
          which shall assign the Option Marks to MIL, shall be in form and
          substance reasonably satisfactory to both parties and shall contain,
          inter alia, the following provisions:

          (i)   The Option Marks shall be transferred subject to the terms and
                conditions of that certain Settlement Agreement between
                McGregor-Doniger Inc., The Brunswick Corporation, and The
                Equilink Corporation, dated April 9, 1981, as amended, and its
                related documents and agreements (the "Equilink Agreement"), a
                copy of which is attached hereto as Exhibit E. MIL shall comply
                                                    ---------
                with, and agree to be bound by, without exception, all
                obligations of McGregor, as successor to McGregor-Doniger Inc.,
                under the Equilink Agreement with respect to the Option Marks,
                and shall indemnify and hold harmless McGregor, its affiliates,
                parents, subsidiaries and assigns and their respective officers,
                directors, employees and agents from and against all damages,
                liabilities, claims, costs and expenses, including without
                limitation, attorneys' fees, incurred by McGregor and arising
                after the Effective Date as a result of MIL's failure to comply
                with or breach of the foregoing obligations.

          (ii)  The Option Marks shall be transferred subject to the terms and
                conditions of McGregor's then existing licenses for the Option
                Marks and any other written contractual agreements made with
                respect to the Option Marks for the Territory, such as
                representation agreements (collectively, "Existing Contracts"),
                excluding, however, any agreements for the sale of the Option
                Marks and any agreements securing indebtedness of McGregor. MIL
                shall assume and agree to perform the obligations of McGregor
                accruing from and after the Closing Date under the Existing
                Contracts, and shall indemnify and hold harmless McGregor, its
                affiliates, parents, subsidiaries and assigns and their
                respective officers, directors, employees, and agents from and
                against all damages, liabilities, claims, costs and expenses,
                including without limitation, attorneys' fees, incurred by
                McGregor and resulting from MIL's failure to comply with or
                breach of the foregoing obligations.

          (iii) The Option Marks shall be transferred subject to the terms and
                conditions of the Agreement, dated as of July 1, 1993, between
                McGregor Industries, Inc. and McGregor II, LLC, as successor to
                McGregor Corporation, a copy of which is attached hereto as
                Exhibit F (the "Canada Agreement); provided that
                ---------                                      

                                      -5-
<PAGE>

               McGregor has obtained consent to the assignment of the Canada
               Agreement and Canada has not been deleted from the Territory.
               MIL shall comply with, and agree to be bound by, without
               exception, all obligations of McGregor, as successor to McGregor
               Corporation, under the Canada Agreement, and shall indemnify and
               hold harmless McGregor, its affiliates, parents, subsidiaries and
               assigns and their respective officers, directors, employees and
               agents from and against all damages, liabilities, claims, costs
               and expenses, including without limitation, attorneys' fees,
               incurred by McGregor and resulting from MIL's failure to comply
               with or breach of the foregoing obligations.

          (iv) The Option Mark "Drizzler" shall be transferred subject to the
               terms and conditions of the Letter Agreement, dated October 8,
               1990, between Drizzler Inc. and McGregor II, LLC, as successor to
               McGregor Corporation, a copy of which is attached hereto as
               Exhibit G (the "Drizzler Agreement"). MIL shall comply with, and
               ---------              
               agree to be bound by, without exception, all obligations of
               McGregor, as successor to McGregor Corporation, under the
               Drizzler Agreement, and shall indemnify and hold harmless
               McGregor, its affiliates, parents, subsidiaries and assigns and
               their respective officers, directors, employees and agents from
               and against all damages, liabilities, claims, costs and expenses,
               including without limitation, attorneys' fees, incurred by
               McGregor and resulting from MIL's failure to comply with or
               breach of the foregoing obligations.

          (v)  McGregor shall retain and reserve (for itself and its successors,
               assigns and licensees): all rights and ownership in and to the
               Option Marks, including without limitation, the goodwill
               associated therewith, in the McGregor Territory; and the right to
               sell any products bearing the Option Marks to post exchanges and
               military installations of the United States located in the
               Territory to the extent that McGregor's then existing licensees
               in the McGregor Territory are granted such rights pursuant to
               their license agreements, the terms of which have commenced prior
               to the Closing Date and provided, however, that any new license
               agreements which are entered into after the Closing Date shall
               not include the right to sell products bearing the Option Marks
               to post exchanges and military installations of the United States
               located in the Territory.

          (vi) MIL shall covenant and guarantee in perpetuity that: (1) sales of
               unstructured softside luggage or bags bearing the Option Marks
               shall not exceed 1.5% of MIL's gross sales of all products
               bearing the Option Marks during any twelve-month period; and (2)
               MIL shall not manufacture, advertise, market or sell hardside
               bags or luggage bearing the Option Marks in the Territory; and
               (3) MIL shall use its best efforts to maintain in full force and
               effect in the Territory the Trademark Registrations with respect
               to Class 18 of the International Classification of Goods and
               Services for the Purpose of the

                                      -6-
<PAGE>

                 Registration of Marks Under the Nice Convention ("International
                 Class"); provided, however, that MIL shall be relieved of
                 liability under this Paragraph 7.c.(vi)(3) with respect to any
                 country or countries in the Territory where MIL is unable to
                 show sufficient proof of use as a result of the restriction set
                 forth in Paragraphs 7.c.(vi)(1) and 7.c.(vi)(2) hereof.

          (vii)  McGregor shall covenant and agree that it will not contest
                 MIL's full and complete ownership of the Option Marks in the
                 Territory for any product, including the rights to use, license
                 the use of and/or register the Option Marks in the Territory
                 for any product; and that it will not use, other than as set
                 forth in Paragraph 7.c.(x) hereof, or seek to register the
                 Option Marks in the Territory for any product, subject to the
                 covenants and guarantees in Paragraph 7.c.(vi) hereof.

          (viii) MIL shall covenant and agree that it will not contest
                 McGregor's full and complete ownership of the trademarks
                 referred to in the Trademark Registrations in the McGregor
                 Territory for any product, including the rights to use, license
                 the use of and/or register such trademarks for any product; and
                 will not use, other than as set forth in Paragraph 7.c.(ix)
                 hereof, or seek to register the Transferred Trademarks in the
                 McGregor Territory, or use the "McGregor" trade name in the
                 McGregor Territory.

          (ix)   To the extent of McGregor's rights in the Option Marks in the
                 McGregor Territory and to the extent permitted by its licenses
                 of the Option Marks in the McGregor Territory, McGregor, for
                 itself, its successors and assigns, shall grant to MIL and
                 MIL's successors, assigns and licensees a nonterminable, non-
                 exclusive, royalty free license, in perpetuity, to manufacture
                 or have manufactured in the McGregor Territory any and all
                 products bearing the Option Marks, provided that such products
                 are sold and marketed only outside the McGregor Territory. It
                 is understood and agreed by MIL that McGregor will make no
                 representation or warranty that McGregor holds rights in the
                 Option Marks in the McGregor Territory and McGregor shall have
                 no liability to MIL, its successors, assigns or licensees
                 arising from the manufacture of products bearing the Option
                 Marks in the McGregor Territory.

          (x)    To the extent of MIL's rights in the Option Marks in the
                 Territory, MIL, for itself, its successors and assigns, hereby
                 grants to McGregor and McGregor's successors, assigns and
                 licensees a nonterminable, non-exclusive, royalty free license,
                 in perpetuity, to manufacture or have manufactured in the
                 Territory any and all products bearing the Option Marks,
                 provided that such products are sold and marketed only outside
                 the Territory. It is understood and agreed by McGregor that MIL
                 makes no representation or warranty that MIL holds rights in
                 the Option Marks in the Territory and MIL shall have no
                 liability to

                                      -7-
<PAGE>

                 McGregor, its successors, assigns or licensees arising from the
                 manufacture of products bearing the Option Marks in the
                 Territory.

          (xi)   Upon payment of the Option Price, McGregor shall execute and
                 deliver to MIL all documentation required to perfect the
                 transfer of the Option Marks in the trademark registries in the
                 Territory; provided, however, that McGregor shall not be
                 required to incur any out-of-pocket expenses related thereto.
                 Subject to the foregoing, MIL shall be responsible for
                 preparation of all documentation required to perfect the
                 transfer of the Trademark Registrations (including
                 documentation necessary to transfer the registrations from
                 McGregor's predecessors in interest) and shall pay all costs
                 incurred in connection therewith.

          (xii)  MIL and McGregor do hereby consent to the use by the other of
                 the trade name "McGregor" in their respective business or
                 corporate names in the Territory, including without limitation,
                 the subsidiaries, divisions or affiliates of either party.

     d.   On the Closing Date, McGregor shall deliver to MIL the original copies
          of its files relating to the Trademark Registrations and the Existing
          Contracts.

     e.   All royalty or other payments payable to McGregor and all expenses
          payable by McGregor under the Existing Contracts shall be prorated to
          the Closing Date.

     f.   MIL and McGregor shall execute and deliver such other documents and
          shall take such other action at Closing as may be necessary or
          appropriate to carry out their respective obligations under this
          Agreement.

     g.   If necessary, the parties agree to attend a pre-closing at least one
          day prior to the Closing Date at the location designated for the
          Closing for the purpose of finalizing the documentation so that all
          that remains to be accomplished on the Closing Date is the transfer of
          funds and delivery of documents.

8.   MCGREGOR BUSINESS.  During the Option Term, McGregor shall be entitled to
enter into new licensing arrangements with respect to the Option Marks, to
amend, extend or terminate any license agreements at any time and otherwise to
conduct its licensing business and manage the Option Marks on any basis which it
deems advisable in its sole discretion.  To the extent that McGregor is unable
to renew or maintain in effect any Trademark Registration(s) or deems it
advisable not to do so, Exhibit A hereof shall be amended accordingly on or
                        ---------                                         
prior to the Closing Date to delete such registration.

9.   MCGREGOR'S WARRANTIES.  McGregor warrants and represents to MIL that as of
the Effective Date:

                                      -8-
<PAGE>

     a.   McGregor is a limited liability company duly organized and in good
          standing under the laws of the state of Delaware, country of the
          United States of America. McGregor has full right and authority to
          enter into this Agreement and to consummate the transaction
          contemplated hereby.  All requisite corporate action has been taken by
          McGregor in connection with the entering into of this Agreement and
          the instruments referenced herein and the consummation of the
          transaction contemplated hereby.  Each of the persons signing this
          Agreement on behalf of McGregor is duly authorized to do so.

     b.   All consents and approvals which may be required in order for McGregor
          to enter into this Agreement or consummate the transaction
          contemplated hereby have been obtained.  This Agreement and all
          documents required hereby to be executed by McGregor are and shall be
          valid, legally binding obligations of and enforceable against
          McGregor, its successors and assigns in accordance with their terms.
          Neither the execution of this Agreement nor the consummation of the
          transaction contemplated hereby will be in violation of any judgment,
          order, permit, writ, injunction or decree of any court, commission,
          bureau or agency to which McGregor is subject or by which McGregor is
          bound, or constitute a breach or default under any agreement or other
          obligation to which McGregor is a party or otherwise bound.

     c.   To the best of McGregor's knowledge, it is the owner of all right,
          title and interest in the Trademark Registrations and the Trademark
          Registrations are valid and in good standing; provided, however, that
          MIL acknowledges that all products encompassed by the International
          Classes listed on Exhibit A hereof are not necessarily included in the
                            ---------
          Trademark Registrations. Notwithstanding the foregoing, McGregor makes
          no warranty as to the accuracy of the record owner and chain of title
          information on file with the respective trademark registries.
          McGregor's duty of cooperation after Closing under Paragraph 7.c.(xi)
          hereof, however, includes cooperating, as is reasonably necessary, in
          MIL's efforts to record itself as the new record owner of the
          Trademark Registrations.

     d.   McGregor represents that there is no outstanding indebtedness incurred
          by McGregor for which a valid lien or other security interest could be
          filed against the Trademark Registrations in the respective trademark
          registries. McGregor's duty of cooperation after Closing under
          Paragraph 7.c.(xi) hereof, however, includes cooperating, as is
          reasonably necessary, to obtain the release of any lien which may be
          filed in the trademark registries with respect to the Trademark
          Registrations securing indebtedness incurred by McGregor.

     e.   To the best of McGregor's knowledge, there is no past due fee or
          payment owing in the respective trademark registries relating to the
          Trademark Registrations. McGregor agrees, however, that should any
          payment or fee incurred prior to the Effective Date become known to
          McGregor or MIL, McGregor will pay such fee to the respective
          trademark registry or to MIL as mutually agreed by the parties.

                                      -9-
<PAGE>

     f.   To the best of McGregor's knowledge, there are no pending infringement
          actions against the Transferred Trademarks in the Territory, except as
          set forth on Exhibit H attached hereto. For the purposes hereof,
                       ---------     
          "pending" shall mean that such proceeding has been commenced with the
          appropriate governmental body, all applicable parties to such
          proceeding have been properly served, and such proceeding has not been
          resolved. To the actual knowledge of the current officers, directors
          and employees of McGregor, there are no threatened infringement
          actions against the Transferred Trademarks in the Territory, except as
          set forth on Exhibit H attached hereto, and there are not any known
                       ---------
          facts which would provide the basis for any infringement actions.

     At Closing, McGregor shall deliver to MIL a certificate pursuant to which
     McGregor shall reaffirm the foregoing representations and warranties as of
     the Closing Date, provided that such certificate may reflect any changes to
     the representations and warranties set forth in Paragraphs 9.c. through
     9.f. of which McGregor has become aware prior to the Closing Date. During
     the Option Term, MIL shall notify McGregor of any breach or violation of
     the foregoing representations and warranties discovered by MIL, and
     McGregor shall have the right to deliver to MIL supplemental statements to
     the foregoing representations and warranties which McGregor has discovered
     to date.  With respect to representations and warranties set forth in
     Paragraphs 9.c. through 9.f. hereof, MIL, its successors and assigns will
     not hold McGregor liable, and McGregor shall not be liable, for any breach
     or violation thereof unless MIL notifies McGregor in writing of such breach
     or violation on or before August 31, 2002, and no suit based on such
     representations and warranties shall be filed or otherwise commenced after
     October 31, 2002.

10.  MIL'S WARRANTIES.  MIL represents and warrants to McGregor that as of the
Effective Date:

     a.   MIL is a corporation duly organized and in good standing under the
          laws of the Netherlands. MIL has full right and authority to enter
          into this Agreement and to consummate the transaction contemplated
          hereby.  All requisite corporate action has been taken by MIL in
          connection with the entering into of this Agreement and the
          instruments referenced herein and the consummation of the transaction
          contemplated hereby.  Each of the persons signing this Agreement on
          behalf of MIL is duly authorized to do so.

     b.   All consents and approvals which may be required in order for MIL to
          enter into this Agreement or consummate the transaction contemplated
          hereby have been obtained. This Agreement and all documents required
          hereby to be executed by MIL are and shall be valid, legally binding
          obligations of and enforceable against MIL, its successors and assigns
          in accordance with their terms.  Neither the execution of this
          Agreement nor the consummation of the transaction contemplated hereby
          will be in violation of any judgment, order, permit, writ, injunction
          or decree of any court, commission, bureau or agency to which MIL is
          subject or by which MIL is bound, or constitute a breach or default
          under any agreement or other obligation to which MIL is a party or
          otherwise bound.

                                      -10-
<PAGE>

          At Closing, MIL shall deliver to McGregor a certificate pursuant to
          which MIL shall reaffirm the foregoing representations and warranties
          as of the Closing Date.

11.  CROSS DEFAULT.   Concurrently herewith, MIL and McGregor have entered into
that certain Transitional Consulting Agreement, of even date, which provides,
among other things, for certain payments to McGregor in connection with the
trademarks purchased with respect to the MIL Territory.  If MIL fails to make
any payments due to McGregor under the Transitional Consulting Agreement and
does not cure such failure within fifteen days after receipt of notice from
McGregor, McGregor, in addition to all other remedies available to it in law or
at equity, may terminate this Agreement.

12.  MISCELLANEOUS.

     a.   This Agreement shall be governed by the substantive laws of the State
          of New York, applicable to agreements fully executed and performed in
          said state.  With respect to any action commenced by McGregor against
          MIL or by MIL against McGregor for any breach hereof or otherwise
          commenced with respect hereof, each of the parties hereby irrevocably
          and unconditionally submits to personal jurisdiction and venue in the
          Federal courts in the Southern District of New York, New York and, if
          the Federal court does not have subject matter jurisdiction over such
          action or for any reason fails or refuses to accept or hear such
          action, to personal jurisdiction and venue in the State courts in New
          York, New York.  Each of the parties agrees that it will not bring any
          action in any other jurisdiction.  The parties consent to service of
          process by certified mail, return receipt requested.  For the purposes
          of this Paragraph 12, "final judgment" means a final judgment from
          which no appeal or right of appeal exists in any U.S. Federal or New
          York state court.  A final judgment against a party in any such action
          or proceeding shall be conclusive, and may be enforced in other
          jurisdictions by suit on the judgment, a certified or true copy of
          which shall be conclusive evidence of the fact and the amount of
          indebtedness or liability of or other remedy awarded against such
          party therein described.  In addition, a non-final judgment may be
          enforced in other jurisdictions to the extent enforceable by law.

     b.   All notices, payments, and statements which are required or may be
          given under this Agreement, shall be in writing, in the English
          language, and either:

          (i)   personally delivered;

          (ii)  sent via certified airmail with a return receipt requested; or

          (iii) sent via electronic means which produces a written record of
                the notice given.

          Notices shall be addressed as follows:

                                      -11-
<PAGE>

          If to McGregor:

          Global Licensing Company
          Division of McGregor II, LLC
          430 Park Avenue, 10th Floor
          New York, New York 10022
          Facsimile Number: (212) 307-8121
          Attention:  Executive Vice President of
                      Global Licensing Company

          If to MIL:
          Oyens Trust (Curacao) N.V.,
          P.O. Box 4895
          Curacao, Netherlands Antilles
          Attention:  Mrs. A.M.C. de Vreede

          With a copy to:
          Emergo Fashion Group B.V.
          Hoofdstraat 23-25
          3971 KA Driebergen-Rijsenburg
          Netherlands
          Facsimile Number: 31-3435-20701
          Attention:  President

          Notices shall be effective upon receipt.  Addresses and fax numbers
          may be changed by giving notice in accordance with this Agreement.

     c.   This Agreement is personal to MIL.  MIL shall have no power or
          authority to assign, transfer, or encumber its interest in this
          Agreement, whether voluntarily or by operation by law.  Any attempted
          assignment in violation of this Paragraph 12.c. shall be void.
          McGregor may assign its rights and obligations under this Agreement
          without obtaining the consent of Licensee.

     d.   If either party wishes to issue an official press release or other
          formal public announcement to any public or trade media concerning the
          contents or fact of this Agreement, then such party shall first
          consult with the other party and both parties shall then cooperate to
          specify and mutually agree upon the contents, time and place of such
          press release or public announcement.

     e.   This Agreement contains the entire agreement of the parties hereto
          respecting the subject matter hereof and supersedes all prior
          agreements, understandings, negotiations, communications and
          discussions, whether oral or written, of the parties hereto,
          pertaining to such subject matter.  No amendment, supplement,
          modification or waiver of this Agreement shall be binding unless set
          forth in writing and signed by the parties hereto.

     f.   This Agreement may be executed in counterparts, each of which (or any
          combination of which) when signed and delivered by all of the parties
          shall be deemed an original, but all of which when taken together
          shall constitute one agreement.

                                      -12-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement on October
                                                                     -------
31, 1997, effective as of the Effective Date.
---                                         


ATTEST:                                    McGREGOR II, LLC


/s/ Gregory W. O'Connor                    By: /s/ Thomas R. Sandler
------------------------                      ------------------------------
Asst Secretary                             Name:  Thomas R. Sandler
Gregory W. O'Connor                             ----------------------------
                                           Title:  President
                                                 ---------------------------


                                           McGREGOR INTERNATIONAL LICENSING
                                           N.V.


                                           By: /s/ Mrs. A.M.C. de Vreede
------------------------                      ------------------------------
Secretary                                  Name:  Oyens Trust (Curacao) N.V.
                                                ----------------------------
                                           Title:   Managing Director
                                                 ---------------------------

                                      -13-