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Jobbers Agreement - Liz Claiborne Inc. and Union of Needletrades, Industrial and Textile Employees (UNITE)

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                                JOBBERS AGREEMENT

                                 By and Between:

                             LIZ CLAIBORNE, INC. AND

             UNION OF NEEDLETRADES, INDUSTRIAL AND TEXTILE EMPLOYEES
                                     (UNITE)

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                                TABLE OF CONTENTS


                                                                     
ARTICLE 1:   DEFINITIONS                                                 2

ARTICLE 2:   SCOPE OF AGREEMENT                                          3

ARTICLE 3:   COMPANY'S CONTINUING OBLIGATIONS--
             SUCCESSORS AND SUBSIDIARIES                                 3

ARTICLE 4:   CONTRACTORS                                                 4

ARTICLE 5:   STRUCK WORK--LABOR DISPUTE--
                           CROSSING PICKET LINES                         5

ARTICLE 6:   COMPANY'S RESPONSIBILITY FOR
                           CONTRACTORS' PAYMENTS                         6

ARTICLE 7:   EXAMINATION OF BOOKS AND RECORDS                            8

ARTICLE 8:   UNION LABEL                                                 9

ARTICLE 9:   BENEFIT FUNDS                                               9

ARTICLE 10:  UNION AGENCY                                               10

ARTICLE 11:  COUNCIL FOR AMERICAN FASHION                               10

ARTICLE 12:  CONSIDERATION                                              11

ARTICLE 13:  ARBITRATION AND ADJUSTMENT
                           OF DISPUTES                                  11

ARTICLE 14:  CODE OF CONDUCT                                            14

ARTICLE 15:  CONFORMITY TO LAW--SAVING CLAUSE                           14

ARTICLE 16:  NO WAIVER                                                  14

ARTICLE 17:  TERM                                                       15


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     This  AGREEMENT is made and entered into this 1st day of June 2000,  by and
between Liz  Claiborne,  Inc.,  hereinafter  designated as the "Company" and the
Union of Needletrades,  Industrial and Textile Employees, hereinafter designated
as "UNITE" or the "Union".
     WHEREAS,  the  Company  was a member of the New York  Skirt and  Sportswear
Association,  Inc.  (the  "Association")  for many  years  and was  bound by the
collective  bargaining  agreements  between the Association and Locals 23-25 and
Local 10,  affiliates  of UNITE,  whose  predecessor  was the  I.L.G.W.U.  ( the
"Association Agreement"); and
     WHEREAS, the Association Agreement governed,  inter alia, relations between
the Company and the Union and its  affiliates,  including the Company's use as a
jobber of  contractors  to  manufacture  its garments as part of the  integrated
process of production; and
     WHEREAS,  the Company has withdrawn from the  Association and has bargained
individually with the Union and its affiliates; and
     WHEREAS, the parties wish to preserve certain terms and conditions from the
Association Agreement; and
     WHEREAS,  the parties wish to cooperate in  establishing  conditions  which
will tend to insure the  stability of the industry and to provide  methods for a
fair and  peaceful  adjustment  of all  disputes  so as to secure  uninterrupted
operation of work;
          NOW, THEREFORE, the parties agree as follows:


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ARTICLE 1:  DEFINITIONS
     For the  purposes of this  Agreement,  the  following  words are defined as
follows:
     1.1 "Union" means Union of Needletrades,  Industrial and Textile  Employees
("UNITE").
     1.2  "Manufacturer"  means one who manufactures all or part of its garments
in its inside  shop and which may also  produce  its  garments  in  contractors'
shops.
     1.3 "Jobber"  means one who does not  manufacture  garments in its own shop
but who has all of its garments produced (sewn, finished,  pressed and sometimes
cut) by  contractors  and who may or may not employ cutters and/or sample makers
and/or distribution workers or others.
     1.4 "Contractor"  means one who produces garments in the continental United
States  from  cut  or  uncut  goods  for a  manufacturer  or  jobber,  including
accessories, belts, covered buttons, buckles, neckwear, artificial flowers, bias
binding,  tubular  piping,  shoulder  pads  or  embroideries,  or  who  performs
processing services,  including hemstitching,  pleating and tucking, or performs
cutting work, all of which are part of the  integrated  process of production in
the apparel and clothing industry.
     1.5 "Inside shop" means a shop,  wherever  situated,  owned,  operated,  or
controlled by the Company in which it manufactures its garments.
     1.6  "Outside  system of  production"  means the system in the  apparel and
clothing industry of having garments produced in contractors' shops.
     1.7 "Jobbers  Agreement"  means this Agreement  between the Company and the
Union.
     1.8 "Union Contractor" means a contractor bound to a collective  bargaining
agreement with UNITE or any of its affiliates.



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ARTICLE 2:  SCOPE OF AGREEMENT
     2.1 This Jobbers  Agreement  governs the overall  relationship  between the
Company and the Union  including the Company's use of contractors to produce its
garments in the  continental  United  States.  The terms of this  Agreement  are
applicable  solely in the continental  United States and shall have no force and
effect to any entities or operations  outside of the continental  United States.
The only  exception to the foregoing is when Canada is  explicitly  mentioned in
Article  4.5,  Article  5 or  Appendix  "A" and then  only for the sole  purpose
described therein.
     2.2 The terms and conditions of employment of the Company's bargaining unit
employees  are not  governed by this  Agreement,  but are governed by a National
Collective Bargaining Agreement, and local supplemental agreements thereto.

ARTICLE 3:  COMPANY'S CONTINUING OBLIGATIONS--SUCCESSORS AND SUBSIDIARIES
     All of the terms and provisions of this Agreement shall be binding upon the
Company and upon its  subsidiaries,  successors  and  assigns.  In the event the
Company  sells or  transfers  its  business  to another,  it shall  nevertheless
continue to be liable for the complete  performance  of the terms and provisions
of this  Agreement  by the  purchaser  or  transferee  until  the  purchaser  or
transferee  expressly,  in writing,  assumes such  performance  and agrees to be
fully bound by the terms and provisions of this Agreement.



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ARTICLE 4:  CONTRACTORS
     4.1 The Union has a bona fide interest in the labor conditions  existing in
all shops  manufacturing  garments in the continental  United States and a close
unity of interest exists among the workers manufacturing  garments regardless of
the particular shops in which they are employed.
     4.2 The  Company and the  contractors  that  manufacture  garments or parts
thereof or  otherwise  perform  work for it are closely  allied and have a close
unity of interest  with each other in the  manufacture  of garments,  and in any
labor dispute, to the extent of any work performed on its garments,  the Company
and its  contractors  are not  "neutrals"  with  respect  to each  other but are
jointly engaged in an integrated process of production.
     4.3 For the purpose of eliminating substandard labor conditions, protecting
the employment  opportunities  and labor standards of all workers  manufacturing
garments in the continental  United States for the Company,  whether employed in
inside shops or contractors'  shops, the Company agrees that it shall follow the
procedures set forth in Appendix "A" of this Agreement.
     4.4 Except as expressly  limited by this Agreement,  the  determination  of
quality, standards, price and availability, and all other terms of engagement of
contractors  (which  shall  include the  Company's  Human  Rights  Standards  of
Engagement),  and  revisions  of same,  are  within the sole  discretion  of the
Company. Except as expressly limited by this Agreement, the Company has the sole
and exclusive  right to retain and  terminate the services of any  contractor it
has  engaged,  and  the  foregoing  shall  not be  subject  to  the  arbitration
procedure.



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     4.5  As  soon  as  administratively  possible  after  a  contract  for  the
production  of  garments  in the  continental  United  States  or Canada is let,
whether  union or  non-union,  the Company  shall provide the Union the name and
address of the contractor, the product and the approximate number of pieces.
     4.6 The Company shall inform  non-Union  contractors to which it is sending
work: (i) of the Company's obligations under this Article, (ii) that the Company
will automatically  accept that a contractor is in compliance with the Company's
Human  Rights  Standards  of  Engagement  if that  contractor  has a  collective
bargaining  agreement  with UNITE or any  affiliate  thereof,  (iii) that in the
Company's  opinion the  contractor  should  enter into a  collective  bargaining
agreement with UNITE or an affiliate thereof, and (iv) that the Company may have
to withdraw work from the  contractor  in the event the  contractor is struck or
lawfully picketed by UNITE or any affiliate thereof.
     4.7 Nothing  contained in this Article shall be deemed to create or enlarge
any  existing  obligation  to the  workers  employed in any  contractor's  shop.
Nothing herein shall be interpreted as making the Company responsible for any of
the acts of its  contractors,  except to the extent  expressly set forth in this
Agreement.

ARTICLE 5:  STRUCK WORK--LABOR DISPUTE--CROSSING PICKET LINES
     The Company and its  contractors  have a close unity of interest  with each
other and in any labor dispute, the Company and its contractors are not neutrals
with respect to each other but are jointly  engaged in an integrated  production
effort. Accordingly, the parties agree as follows:



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     a. Whenever it shall appear that the Company is giving work to a contractor
against whom a lawful  strike has been  declared or approved by the Union or any
of its affiliates,  or against whom a lawful picket line has been established by
the  Union or any of its  affiliates,  the  Company  shall,  upon  notice to it,
immediately stop giving work to such  contractor,  shall withdraw work which has
not been put into  production,  and shall within a reasonable time withdraw work
which has been put into production. Notwithstanding the foregoing, withdrawal of
work which has been put into production  shall be orderly with due regard to the
Company's  seasonal and inventory  requirements so as not to unfairly affect the
Company's competitive position.
     b. To the extent  permitted by law, it shall not be  considered a breach of
this  Agreement on the part of the Union or any of its affiliates or on the part
of any  employee of any of its  contractors  performing  part of the  integrated
process of production of the Company's garments, if such worker refuses to cross
any lawful picket line  recognized  by the Union or any of its  affiliates or to
enter upon the lawfully picketed  premises of said contractor,  either of his or
her own volition or by direction of the Union or any of its affiliates.

ARTICLE 6:  COMPANY'S RESPONSIBILITY FOR  CONTRACTORS' PAYMENTS
     To safeguard  employment  opportunities  and labor standards and to provide
for the full  payments  of all  amounts  due to and/or on behalf of workers  who
produce the Company's garments in its contractors' shops:



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     6.1 The Company shall pay each of its Union  contractors an amount at least
sufficient  to enable it to  provide  such  workers  with the  wages,  earnings,
overtime,  and holiday pay and to pay benefit fund contributions provided in the
applicable collective  bargaining agreement.  In the event a Union contractor is
not  required  under its  collective  bargaining  agreement  to pay benefit fund
contributions,  the  Company  may in its sole  discretion  agree to pay the said
contributions directly to the applicable funds.
     6.2 No part of the amount so paid by the Company to its contractor shall be
used by the  contractor as payment for overhead and services.  To insure against
diversion of monies intended for the workers,  the Company shall, in addition to
the foregoing  amount,  pay to its  contractor a reasonable  amount for overhead
and/or  services  that shall be  separately  agreed upon  between  them or their
representatives.
     6.3 If the Company's contractor fails to pay the wages, earnings, overtime,
or holiday pay due to bargaining  unit workers in its shop for work produced for
the  Company,  the latter  shall be liable to its  contractor's  workers for the
payment  of the  foregoing.  The  Company's  liability  shall be limited to such
payment for ten (10) full days' work in every instance.
     6.3.1 If the Company fails to pay its  contractors on or before the Tuesday
following the week that such work was done,  the Company's  liability for wages,
earnings,  overtime,  and holiday pay shall be deemed  extended  beyond ten (10)
days by one (1)  additional  day for each  additional day that such workers were
not so paid  because the Company  failed to make such  required  payments to the
contractor.



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     6.3.2 Where the workers in the shop of a  contractor  do not receive  their
holiday  pay on or before the  Tuesday  following  the week in which the holiday
occurred,  by  reason of the fact that the shop was  closed  because  of lack of
work,  the  liability  of the Company for the ten (10) full  working  days shall
commence to run in every  instance  from the Tuesday  following the day on which
production in such shop is resumed.
     6.3.3 The Union shall give the Company notice of the  contractor's  failure
to make payments under this paragraph 6.3 as soon as practicable.
     6.4 The Union  agrees  that the  provisions  of this  article do not in any
manner whatsoever bind the Company to any other agreement.
     6.5 The Company,  after being given notice from the Union that a contractor
is delinquent in its  contributions  to the applicable  funds,  will immediately
stop giving work to such contractor,  shall withdraw work which has not been put
into production, and shall within a reasonable time withdraw work which has been
put into production. Notwithstanding the foregoing, withdrawal of work which has
been put into  production  shall be  orderly  with due  regard to the  Company's
seasonal  inventory  requirements  so as not to  unfairly  affect the  Company's
competitive  position.  The  Company  shall  assist the Union in its  collection
efforts.

ARTICLE 7:  EXAMINATION OF BOOKS AND RECORDS

     In the event the Company, in its sole discretion, contributes directly to a
benefit fund on behalf of a  contractor,  the Union or  applicable  benefit fund
shall have the right to examine the relevant books and records of the Company to
determine compliance with the terms of that Agreement.



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ARTICLE 8:  UNION LABEL
     The  Company  shall  affix  the  UNITE  Union  Label  to all  garments  and
accessories  manufactured by or for the Company by its inside shops, if any, and
Union  contractors  in accordance  with the Union label rules,  regulations  and
procedures,  which,  together  with any  amendments  thereof,  shall  be  deemed
incorporated  in this  Agreement  with the same force and effect as if fully set
forth herein. All such labels shall be purchased by the Company from the Union.

ARTICLE 9:  BENEFIT FUNDS
     9.1 In the event the Company contracts with a contractor that is party to a
collective  bargaining  agreement  with the Union or an affiliate  thereof,  the
terms of which do not require the contractor to pay benefit fund  contributions,
the Company may in its sole discretion pay to the applicable fund(s) the amounts
required  under the  terms of a  written  participation  agreement  between  the
Company and the applicable  fund(s)  covering that  contractor and the period of
time during  which the Company  agrees to make  contributions.  Any such written
participation  agreement  will  refer  to  the  terms  of  the  applicable  plan
document(s).  Any  payment to the said funds shall  neither  bind nor commit the
Company to the terms of, nor make the Company party to any collective bargaining
agreement covering its contractors'  employees nor shall the Company be party to
or  bound  by the  terms  of  any  trust  agreement  as a  result  of any of its
obligations under this Jobbers Agreement.
     9.2  The  Company  shall  not  be  responsible   for  paying  benefit  fund
contributions based on



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work sent to Union contractors.

     9.3  If  the  Company,   in  its  sole   discretion,   determines  to  make
contributions  to  the  applicable   benefit  fund(s)  and  executes  a  written
participation  agreement in accordance  with the foregoing,  the benefit fund(s)
shall have all applicable  rights under the Employee  Retirement Income Security
Act of 1974 to recover unpaid contributions.

ARTICLE 10:  UNION AGENCY
     The parties  agree that the sole persons  authorized or having the power to
act as agents of the Union, or to bind the Union legally with respect to matters
arising  out of this  Agreement  or arising  out of the  relations  between  the
Company  and the Union,  or to subject  the Union to any  liability  whatever by
reason of any act or omission are the President of the Union and such additional
persons as the Union may formally  designate  by written  notice to the Company.
The  Union  shall  not be  responsible  for the acts or  omissions  of any other
person, including members and employees of the Union.



                                       12
<PAGE>   13

ARTICLE 11:  COUNCIL FOR AMERICAN FASHION
     The Company  shall  contribute  on an annual basis  $29,500  dollars to the
Council For American Fashion Labor-Management Industry Development Fund ("CAF").
CAF is an industry wide labor management  committee  established to, among other
things:  expand and improve working  relationships between labor and management,
enhance economic development,  improve technology,  increase the competitiveness
of the industry and help resolve related industry problems.

ARTICLE 12:   CONSIDERATION
     12.1 For the benefit of employees and retirees in the industry, and to deal
with the  cyclical  nature  of the  industry,  the  Company  agrees  to make the
following contributions to the Eastern States Health and Welfare Fund:
                  June 1, 2000 to May 31, 2001                 $500,000
                  June 1, 2001 to May 31, 2002                 $1,000,000
                  June 1, 2002 to May 31, 2003                 $1,000,000
The said consideration shall be paid by the Company within fourteen (14) days of
the end of each contract year.  These are the sole  contributions  to be made to
the Eastern States Health and Welfare Fund under this Jobbers  Agreement  except
for any obligation the Company undertakes in its sole discretion under Article 9
of this Agreement.

ARTICLE 13:  ARBITRATION AND ADJUSTMENT OF DISPUTES



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     13.1 In the event either party believes that a breach of this Agreement has
occurred or a dispute  arises over the  interpretation  or application of any of
the terms of this  Agreement,  the parties shall resolve the dispute as follows.
The aggrieved  party shall submit its complaint in writing to the other party. A
meeting between the Company and the Union shall be held within five (5) calendar
days of the written  complaint being  submitted.  If the dispute is not resolved
within  that  five (5) day  period,  either  party may  submit  the  dispute  to
arbitration  by written  notice to the other party within  forty-five  (45) days
thereafter.

     13.2  The  parties  have   designated  the  following  four  (4)  impartial
arbitrators to serve during the term of this Agreement:  (i) Rosemary  Townley ,
(ii) Daniel Brent,  (ii) Robert Light, and (iv) Joan Parker. If either the Union
or the Company  refers a matter to  arbitration,  the parties  shall  attempt to
agree on an impartial arbitrator from the four (4) arbitrators so chosen to hear
the matter. If the parties fail to agree on the name of an impartial  arbitrator
within ten (10) days from the date the request for  arbitration was submitted by
the aggrieved party to the other party,  then they shall select an arbitrator by
alternately striking members of the panel. The arbitrator who heard the previous
case shall be struck first.  The parties shall  alternate  cases as to who shall
strike first.
     13.3 The  arbitrator  shall not have the  authority  to alter or amend this
Agreement,  or to substitute any new provision for an existing provision of this
Agreement, or to bind the Company to any other agreement.



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<PAGE>   15

     13.4 The arbitrator may, in addition to the award of damages as provided by
this Agreement,  command or restrain acts and conduct of the parties in order to
effectuate compliance with the terms of this Agreement. With regard, however, to
Article 4.3 and  Appendix "A" of this  Agreement,  the  arbitrator  shall not be
authorized  nor  empowered,  and shall not under any  circumstances  whatsoever,
command or restrain any action,  or provide any remedy  except as expressly  set
forth in Appendix "A" of this Agreement.

     13.5 If either  party shall  default in  appearing  before the  arbitrator,
after  reasonable  notice has been  provided  to the party,  the  arbitrator  is
empowered  nevertheless  to take the proof of the party  appearing and render an
award  thereon.  Any  award or  decision  of the  arbitrator  shall be final and
binding and shall be enforceable by appropriate proceedings at law or in equity.
The arbitrator shall require  witnesses to testify upon oath or affirmation upon
the request of either party.  The arbitrator's fee shall be borne equally by the
parties hereto.
     13.6 Any papers,  notices or process to initiate or continue an arbitration
hereunder  may be served by mail,  and all papers,  notices or  processes in any
application  to a court to confirm or enforce an  arbitration  award  hereunder,
including the service of the papers conferring  jurisdiction of the parties upon
the  court,  may be served by  certified  mail,  in all  cases  directed  to the
Company,  Attention:  General Counsel, 1441 Broadway,  New York, New York 10018,
and to the Union, Attention: President, 1710 Broadway, New York, New York 10019.



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     13.7 The procedure herein  established for the adjustment of disputes shall
be the  exclusive  means  for the  determination  of all  disputes,  complaints,
controversies,  claims or grievances whatsoever,  including the arbitrability of
any dispute.  It is intended that this provision shall be interpreted as broadly
and  inclusively  as  possible.  Neither  party  shall  institute  any action or
proceeding  in a  court  of law or  equity,  State  or  Federal,  or  before  an
administrative tribunal,  other than to compel arbitration,  as provided in this
Agreement,  or with respect to the award of an arbitrator.  This provision shall
be a complete defense to and also grounds for a stay of any action or proceeding
instituted contrary to this Agreement.



ARTICLE 14:  CODE OF CONDUCT
     The Company is a signatory  to the terms of Code of Conduct and  Monitoring
procedures  established by the  Presidential  Task Force on the Apparel Industry
and intends to comply  with same.  This  Article is not  subject to  enforcement
under the arbitration provisions of this Agreement or otherwise.

ARTICLE 15:  CONFORMITY TO LAW - SAVING CLAUSE
     15.1 The interpretation and enforcement of this Agreement shall be governed
by federal law


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and by the laws of the State of New York not inconsistent therewith.
     15.2 If any provision of this  Agreement or the  enforcement or performance
of such provision is or shall at any time be determined to be contrary to law or
enjoined by a court or administrative  agency,  then such provision shall not be
applicable or enforced or performed  except to the extent  permitted by law. The
Union and the Company shall thereupon negotiate a substitute provision.
     15.3 If any provision of this  Agreement or its  application to the Company
or any person or circumstance is held invalid or enjoined, the remainder of this
Agreement or the application of such provision to other  circumstances shall not
be affected thereby.

ARTICLE 16:  NO WAIVER



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     The failure of either party to this Agreement to require strict performance
of any provision of the Agreement shall not be deemed a waiver or abandonment of
any of the rights or remedies  provided herein for violation of the Agreement or
any provision  thereof;  nor shall it constitute a waiver or  abandonment of any
right or remedy herein  provided for a subsequent  violation of any provision of
the Agreement.

ARTICLE 17:  TERM
     This  Agreement  shall go into  effect  June 1, 2000 and shall  continue in
effect up to and including May 31, 2003.
     IN WITNESS  WHEREOF,  the parties have hereunto set their  respective hands
and seals, and caused this Agreement to be signed by their respective  officials
this 31st day of January, 2001.

LIZ CLAIBORNE, INC.             UNION OF NEEDLETRADES, INDUSTRIAL
                                AND TEXTILE EMPLOYEES (UNITE)



By       /s/ Roberta Karp         By       /s/ Bruce Raynor
         --------------------              ---------------------
         Roberta Karp, Esq.                Bruce Raynor, Secretary-Treasurer

                                  APPENDIX "A"

I. When the Employer determines to contract out the manufacture of woven apparel
and denim jeans under the following LCI brands: Collection,  LizSport,  LizWear,
Liz&Co.,  Elizabeth and Claiborne to  contracting  shops within the  continental
United  States or  Canada,  it shall give such work  directly  to and employ the
services  of  only  those  contractors  who  are  signatories  to  a  collective
bargaining  agreement with UNITE or one of its affiliates.  Effective January 1,
2001, the  obligations for the  aforementioned  LCI brands shall include cut and
sewn knits and sweaters.

<PAGE>   19

     A. In the event that the work described  above is assigned  directly by the
Employer to a non-union  contractor,  the Union after  demanding of the Employer
that such work immediately  cease and all work in process be withdrawn may apply
to any of the Arbitrators  named in this agreement for an ex parte order to have
such work immediately withdrawn from the non-union contractor. The Employer must
immediately  comply with said Order,  unless it can show the Arbitrator,  as its
sole defense,  that it is in factual  compliance  with  Paragraph I above.  This
provision shall not apply to work being  performed by non-union  contractors who
have  been  assigned  the work by the  UNITE  contractor  to whom  the  Employer
directly  assigned  such work.  In that case the Union's  sole  remedy  shall be
against the union contractor that assigned the work to a non-union contractor.

II.  For all  other of the  Employer's  brands  and  labels,  not  mentioned  in
Paragraph  I above  which the  Employer  determines  to be  manufactured  in the
continental  United States,  the Employer and the Union shall  cooperate for the
purpose of  attempting  in good faith to find  companies  subject to  collective
bargaining agreements with UNITE or an affiliate thereof which could perform the
work in production  facilities that meet the Employer's  manufacturing  criteria
and at the price,  quality and service  standards  the Employer  requires of all
manufacturers who apply for such approval.

     A. The  Employer  shall  hire  and/or  designate  an  executive  ("Employer
Executive") to be responsible for the identification, evaluation and development
of garment  manufacturers under contract with UNITE or one of its affiliates who
manufacture  in the  continental  United  States.  The Union  shall hire  and/or
designate   an   executive   ("Union   Executive")with   knowledge   of  garment
manufacturing facilities in the continental United States to act as liaison with
the aforementioned Employer Executive.

     B. The Employer  Executive in response to the  recommendations of the Union
Executive  will  arrange  evaluation  visits  to  all  potential  facilities  to
determine if they meet the LCI Manufacturing Criteria which will be published by
the  Employer  and  furnished  to  the  Union  Executive.   Those  manufacturers
recommended by the Union Executive that the Employer  Executive  agrees meet the
LCI  Manufacturing  Criteria will be given a test order.  In the event the Union
Executive  recommends a manufacturer  from Canada,  the employer shall give such
manufacturer  the same  consideration  under this Paragraph II as a manufacturer
from the continental United States.

          (1) In the  event  the  Employer  Executive  and the  Union  Executive
disagree  on  the  eligibility  of any  manufacturer  recommended  by the  Union
Executive,  the parties shall, if the Union demands, select a third party from a
mutually agreed upon list of reputable consultants to the apparel industry whose
practices  include  factory  evaluation  and  development.  For the term of this
agreement,  the parties have agreed to utilize the services of Emanuel Weintraub
Associates.  The third party shall visit the factory in question  and  determine
whether or not the factory meets

<PAGE>   20

the LCI Manufacturing  Criteria.  The parties shall be bound by his/her decision
and a test order shall be assigned,  if the  consultant so orders.  The cost and
expenses of the consultant shall be borne equally by the parties.

          (2) If the test order is manufactured in accordance with the standards
set  by the  Employer,  the  manufacturer  shall  thereafter  be  placed  on the
Employer's  approved list of manufacturers and shall be given the opportunity to
manufacture garments for the Employer in accordance with the Employer's domestic
sourcing procedures.

          (3) Once a test order is given under any of the  procedures  set forth
in Paragraph II of this  Appendix  "A", the  manufacturer  thereafter  becomes a
contractor within the meaning of Subsection 4.4 of the Jobbers Agreement and the
contractor's selection, retention or termination shall be in the sole discretion
of the  Employer,  however,  the said  contractor  with a collective  bargaining
agreement with UNITE or one of its affiliates  shall be given the right of first
refusal  before a final  selection is made for the product in  question.  In the
event,  under this  procedure,  production  of the product would be awarded to a
non-union  contractor over said union contractor,  the Employer may not award it
to the non-union  contractor if the non union contractor provides no benefits to
its full time workers other than wages and legally required fringe benefits.