1 EXHIBIT 4.2 LITTLEFIELD, ADAMS & COMPANY INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE INCENTIVE PLAN ___________________ Option granted as of _____________ (hereinafter referred to as the "Date of Grant") by LITTLEFIELD, ADAMS & COMPANY (the...Incentive Stock Option Agreement • April 2nd, 1998 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
1 "LFA LETTERHEAD" July 15, 1997 VIA FACSIMILE & FIRST CLASS MAIL Mr. Walter Kaye President Merchant Factors Corp. 1430 Broadway New York, NY 10018 Re: Security Agreement dated August 18, 1995 Dear Walter: This letter is to confirm that under the...Security Agreement • August 14th, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
1 EXHIBIT 10.18 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Virginia
P.O. Box 2129 Roanoke, Virginia 24009Partnership Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
1 EXHIBIT 10.3 LITTLEFIELD, ADAMS & COMPANY 7% CONVERTIBLE SUBORDINATED DEBENTURE SUBSCRIPTION AGREEMENT THE COMPANY INTENDS TO USE THE PROCEEDS OF THIS OFFERING FOR WORKING CAPITAL PURPOSES, INCLUDING THE PAYMENT OF OPERATING EXPENSES. THE ABILITY OF...Subscription Agreement • May 14th, 1998 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • New York
Exhibit 10.4 THIS AGREEMENT made and entered into this 15th day of October, 1998, by and between NEXT, INC. an Indiana corporation, ("Next") and LITTLEFIELD, ADAMS & COMPANY, a New Jersey corporation, ("LAC"). WHEREAS, LAC holds a license from World...Licensing Agreement • August 16th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Indiana
MERCHANT FACTORS CORP. 1430 BROADWAY NEW YORK, NEW YORK 10018Intercreditor Agreement • March 26th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • New York
1 EXHIBIT 4.3 LITTLEFIELD, ADAMS & COMPANY AGREEMENT RELATING TO NONSTATUTORY OPTIONS PURSUANT TO THE INCENTIVE PLAN Option granted as of _____________ (hereinafter referred to as the "Date of Grant") by LITTLEFIELD, ADAMS & COMPANY (the "Company") to...Nonstatutory Stock Option Agreement • April 2nd, 1998 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
EXHIBIT 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT Agreement made and entered into as of the 4th day of January, 1993 by and between Stanley Halbreich (the "Employee") and Sports Imprints, Inc. (the "Corporation"). WHEREAS, the Corporation and the...Employment Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
1 EXHIBIT 10.4 THIS DEBENTURE, AND THE SHARES OF COMMON STOCK OF LITTLEFIELD, ADAMS & COMPANY (THE "COMPANY") TO BE ACQUIRED UPON THE CONVERSION OF THIS DEBENTURE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR WITH THE...Debenture Agreement • May 14th, 1998 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • New York
AMENDMENT OF LICENSE AGREEMENT THIS AMENDMENT AGREEMENT effective as of the 1st day of October, 1996 by and between PepsiCo, Inc., a corporation of the State of North Carolina, with its principal place of business at 700 Anderson Hill Road, Purchase,...License Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
1 EXHIBIT 10.21 COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Virginia
PREAMBLE:Employment Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
1 EXHIBIT 10.23 LEISURE CONCEPTS INCORPORATED January 22, 1999 Mr. Michael Balber Littlefield, Adams & Company 6262 Executive Blvd. Huber Heights, OH 45424 Dear Mr. Balber: This has reference to the World Championship Wrestling agreement between World...License Agreement • March 26th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
MERCHANT FACTORS CORP.Discount Factoring Agreement • March 26th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
Exhibit 10.3 COMMERCIAL SECURITY AGREEMENT Borrower: Littlefield, Adams & Company (TIN: 22-1469846) 6262 Executive Blvd. Huber Heights, OH 45424 Lender: THE BANK OF FLOYD P.O. BOX 215 101 JACKSONVILLE CIRCLE FLOYD, VA 24091 THIS COMMERCIAL SECURITY...Commercial Security Agreement • August 16th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Virginia
AMENDMENT NO. 1Merchandising License Agreement • November 12th, 1998 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
AGREEMENTConvertible Subordinated Debenture Agreement • May 14th, 1998 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
U.S.A. RENEWAL AND AMENDMENT OF LICENSE AGREEMENT THIS RENEWAL AND AMENDMENT AGREEMENT effective as of the 1st day of February, 1998 by and between PepsiCo, Inc., a corporation of the State of North Carolina, with its principal place of business at...License Agreement • March 26th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
ASSET BASED LOAN AND SECURITY AGREEMENT THIS AGREEMENT is made this 10th day of December, 1998 between LITTLEFIELD, ADAMS & COMPANY, a New Jersey corporation ("Borrower") whose mailing address is 6262 Executive Boulevard, Huber Heights, Ohio 45424,...Loan and Security Agreement • March 26th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Ohio
1 Exhibit 10.2 BUSINESS LOAN AGREEMENT Borrower: Littlefield, Adams & Company (TIN: 22-1469846) 6262 Executive Blvd. Huber Heights, OH 45424 Lender: THE BANK OF FLOYD P.O. BOX 215 101 JACKSONVILLE CIRCLE FLOYD, VA 24091 THIS BUSINESS LOAN AGREEMENT...Business Loan Agreement • August 16th, 1999 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Virginia
WITNESSETHCollateral Product License • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions • Wisconsin
3 4 any claim made by any other agent, real estate or otherwise, for a commission with respect to this agreement. The parties further agree, that in the event that either should default under the terms of this agreement the defaulting party shall be...Purchase Agreement • March 31st, 1997 • Littlefield Adams & Co • Wholesale-apparel, piece goods & notions
