Contract

EXHIBIT 10.1

    CROSS-DEFAULT AND TERM EXTENSION AGREEMENT, dated this 11th day of May, 1998 by and between PRL USA, Inc. ("Polo''), The Polo/Lauren Company, L.P. ("PLC"), Xxxx Xxxxx Xxxxxx Corporation ("PRLC"), Xxxxx Apparel Group, Inc. ("Xxxxx") and Xxxxx Investment Co., Inc. ("Xxxxx Canada"),

    WHEREAS, certain of the parties hereto are parties to the following agreements:

    a. A License Agreement (the "Lauren License") between Polo and Xxxxx dated as of October 18, 1995 with respect to products bearing the "Lauren" trademark ("Lauren Products");

    b. A Design Services Agreement (the "Lauren Design Agreement") between PRLC and Xxxxx dated as of October 18, 1995 with respect to Lauren Products;

    c. A License Agreement (the "Lauren Canada License") between PLC and Xxxxx Canada dated as of May 1, 1996 with respect to Lauren Products;

    d. A Design Services Agreement (the "Lauren Canada Design Agreement") between PRLC and Xxxxx Canada dated as of May 1, 1996 with respect to Lauren Products;

    e. A License Agreement (the "Ralph License") between Polo and Xxxxx dated as of May , 1998 with respect to products bearing the "Xxxxx/Xxxxx Xxxxxx" trademark ("Ralph Products");

    f. A Design Services Agreement between PRLC and Xxxxx with respect to Ralph Products.

    g, A License Agreement (the "Xxxxx Canada License") between PLC and Xxxxx Canada dated as of May , 1998 with respect to Xxxxx Products; and

    h. A Design Services Agreement between PRLC and Xxxxx Canada dated as of May , 1998 with respect to Xxxxx Products.

    NOW, THEREFORE, in consideration of the foregoing and of the the mutual covenants contained herein, the parties hereto hereby agree as follows:

    1. In the event the term of the Lauren License is renewed in the manner set forth in paragraph 8 thereof, the "Renewal Term" (as defined therein) shall expire or) December 31, 2006 instead of December 31, 2004, and the term of the Lauren Design Agreement shall be similarly extended in accordance with its terms.

    2. In the event the term of the Lauren Canada License is renewed in the manner sat forth in paragraph 8 thereof, the "Renewal Term" (as defined therein) shall expire

on December 31, 2006 instead of December 31, 2004, and the term of the Lauren Canada Design Agreement shall be similarly extended in accordance with its terms.

    3. Any Event of Default under any of the above-referenced agreements shall constitute an Event of Default under all of the above-referenced agreements, and, except as may otherwise be agreed upon in a writing signed by the relevant parties, the termination or expiration of any of the above-referenced agreements shall result in the simultaneous termination or expiration of all of the above-referenced agreements.

    IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the day of May   , 1998.

PRL USA, INC.     By: /s/	THE POLO/LAUREN COMPANY, L.P. By: PRL International, Inc.   By: /s/
XXXX XXXXX XXXXXX  CORPORATION   /s/ Xxxxxxx Xxxxxx	XXXXX APPAREL GROUP, INC.     By: /s/ Xxxxxxx X. Xxxxxxx      President
XXXXX INVESTMENT CO., INC.   By: /s/ Xxxxxx X. Xxxxxx, VP