Common Contracts

Exhibit A

November 8th, 2005

• Filed
  November 8th, 2005

Set forth below are the bidding procedures (the “Bidding Procedures”)4 to be employed with respect to an auction (the “Auction”) in connection with the sale of the Assets (the “Sale Transaction”), as defined in the Asset Purchase Agreement (the “Purchase Agreement”), between Happy Kids Inc. (“Happy Kids”), Happy Kids Jeanswear Inc. (“Jeanswear”), Hawk