TRADEMARK PURCHASE AND ASSIGNMENT AGREEMENT

This Trademark Purchase and Assignment 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 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 sell such rights to MIL on the terms and conditions set forth below. In addition, MIL desires to enter into a consulting agreement for McGregor's services in connection with recording of the transfer of Trademark Registrations in various countries in the Territory.

AGREEMENT

THEREFORE, in consideration of the payment of the purchase price by MIL to McGregor and the promises and agreements herein contained, the sufficiency of which consideration is hereby acknowledged, MIL and McGregor hereby agree as follows:

1. ASSIGNMENT. McGregor hereby sells, assigns, conveys and transfers to MIL McGregor's entire right, title and interest in and to the Trademark Registrations and the trademarks as referred to in the Trademark Registrations, in the Territory (and not elsewhere), together with all goodwill associated therewith, for use and registration by MIL in the Territory (but not elsewhere) (collectively, the "Transferred Trademarks"), but expressly reserving unto McGregor the Excluded Registrations set forth on Exhibit C attached hereto (the "Excluded Registrations") and all other rights in and to the trademarks referred to in the Trademark Registrations outside the Territory, including without limitation, the goodwill associated therewith.

2. PURCHASE PRICE. The purchase price for the Transferred Trademarks is US$5,000,000 which is payable by MIL to McGregor as follows (the "Purchase Price"):

a. prior to the Effective Date, McGregor has been paid a deposit in the amount of US$50,000, which is credited against the Purchase Price;

b. the balance of the Purchase Price in the amount of US$4,950,000 shall be paid to McGregor on the Effective Date in immediately available funds by wire transfer pursuant to wiring instructions furnished by McGregor.

3. PURCHASE OF STOCK. On or before January 25, 1998 (the "Stock Purchase Date"), MIL shall cause Emergo Fashion Group, B.V., a Netherlands corporation ("Emergo") to pay to McGregor Dfl 247,500 plus interest at the rate of 6% per annum from April 15, 1997 through the Stock Purchase Date, for the purchase by Emergo of the "Preferred Stock." For purposes of this Agreement, "Preferred Stock" shall mean the 21,312cumulative preferred shares of Emergo owned by McGregor as of the Effective Date. Payment for the Preferred Stock shall be made by wire transfer pursuant to wiring instructions furnished by McGregor.

4. TRANSITIONAL CONSULTING AGREEMENT. On the Effective Date, MIL and McGregor shall enter into the Transitional Consulting Agreement in the form attached hereto as Exhibit D.

5. EQUILINK AGREEMENT. The Transferred Trademarks are 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 agrees to be bound, without exception, by all obligations of McGregor, as successor to McGregor-Doniger Inc., under the Equilink Agreement with respect to the Transferred Trademarks, and shall indemnify and hold harmless McGregor, its affiliates, parents, subsidiaries and assigns and their respective officers, directors, employees, and agents from and against any and 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 its obligations under this Paragraph 5.

6. MCGREGOR'S RESERVATION OF RIGHTS. McGregor expressly retains and reserves (foritself and its successors, assigns and licensees):

a. all right, title, interest and ownership in and to the trademarks referred to in the Trademark Registrations, including without limitation, the goodwill associated therewith, outside of the Territory; and

b. the right to sell any products bearing the Transferred Trademarks to post exchanges and military installations of the United States located in the Territory to the extent that McGregor's current licensees are granted such rights pursuant to license agreements, the term of which has commenced prior to the Effective Date, and provided, however, that any license agreements commencing on or after the Effective Date shall not include the right to sell products bearing the Transferred Trademarks to post exchanges and military installations of the United States located in the Territory.

7. RESTRICTION ON SOFTSIDE SALES. MIL covenants and guarantees in perpetuity that:

a. sales of unstructured soft side luggage or bags bearing the Transferred Trademarks will not exceed 1.5% of MIL's gross sales of all products bearing the Transferred Trademarks during any twelve- month period;

b. MIL will not manufacture, advertise, market or sell hard side luggage or bags bearing the Transferred Trademarks in the Territory; and

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

8. MCGREGOR'S COVENANTS. McGregor covenants and agrees that it:

a. will not contest MIL's full and complete ownership of the Transferred Trademarks in the Territory for any product, including the rights to use, license the use of and/or register the Transferred Trademarks in the Territory for any product, subject to the covenants and guarantees in Paragraph 7 hereof;

b. will not use, other than as set forth in Paragraph 10. b. hereof, or seek to register the Transferred Trademarks in the Territory for any product;

c. will not contest, or file an opposition to, the acquisition by MIL, at its sole cost and expense, of any trademarks owned by Sterling McGregor Limited in the Territory; and

d. will not manufacture, advertise, market or sell any products bearing the Excluded Registrations in the Territory.

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