April 1, 1996 The Board of Directors Jenna Lane, Inc. 1407 Broadway, Suite 1801 New York, NY 10018 Gentlemen: I hereby offer to Jenna Lane, Inc. (the "Corporation"), at a price of $.01 per share or an aggregate of $300.00, the 30,000 Performance...

   1
                                XXXXXXX X. XXXXXX
                     000 XXXXXXXXXX XXXXX XXXXXXX, XXXXX 000
                               XXXXXXXXX, XX 00000


                                  April 1, 1996

The Board of Directors
Xxxxx Xxxx, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000

Gentlemen:

         I hereby offer to Xxxxx Xxxx, Inc. (the "Corporation"), at a price of
$.01 per share or an aggregate of $300.00, the 30,000 Performance Shares (as
defined in that certain agreement by and between the Corporation and Xxxxxxx X.
Xxxxxx dated March 16, 1995 (the "Agreement")) which were previously issued to
me. Although only 10,000 of such Performance Shares are required to be
repurchased by the Corporation pursuant to the terms of the Agreement, I believe
it to be appropriate to offer the remaining shares since I have resigned as a
director of the Corporation.

                                                              Very truly yours,



                                                              Xxxxxxx X. Xxxxxx