AND

                                SIXTH AMENDMENT
                                ---------------

       THIS  SIXTH  AMENDMENT,  made as of this 15th day of  April,  1998 by and
between  CONVERSE  INC., a corporation  organized and existing under the laws of
the State of  Delaware,  having its  principal  place of business at Xxx Xxxxxxx
Xxxx,  Xxxxx Xxxxxxx,  Xxxxxxxxxxxxx  00000  (hereinafter  called  "Converse" or
"Licensor");

                                      AND

ACTIVE APPAREL GROUP, INC., a corporation  organized and existing under the laws
of the  State of New  York,  having  its  principal  place of  business  at 0000
Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000 (hereinafter called "Licensee").


                                   WITNESSETH

       WHEREAS,  the Licensor and the Licensee entered into a Trademark  License
Agreement  dated May 20,  1994,  as amended  on  October 3, 1995,  June 1, 1996,
January 7, 1997,  January 22, 1997 and September  19, 1997,  with respect to the
license of certain  of the  Licensor's  trademarks  in the  United  States  (the
"Agreement"); and

       WHEREAS, Converse and Licensee desire to further amend the Agreement.

       NOW, THEREFORE, the parties agree as follows:

       1. Accounting Year 3 shall be revised to commence October 1, 1997 and end
March 31, 1999.

       2. Paragraph 5.1(b) shall be revised to read as follows:

          "(b) The  Licensee  will pay to Licensor a guaranteed  minimum  annual
license fee  commencing  May 20, 1994,  regardless  of its Net Sales of Finished
Articles sold under this Agreement for each  Accounting Year commencing with the
year 1994 (the "Guaranteed Minimum Fee"), in the amount set forth herein:


          ACCOUNTING YEAR                     GUARANTEED MINIMUM LICENSE FEE
          ---------------                     ------------------------------

1   May 20, 1994 to September 30, 1996                 $280,000.00
2   October 1, 1996 to September 30, 1997              $280,000.00
3   October 1, 1997 to March 31, 1999                  $ 52,500.00"

       3. As amdned hereby, the Agreement shall remain in full force and effect.

       IN WITNESS WHEREOF,  the parties have executed this Fifth Amendment as of
the date first above written.

WITNESS:                                     CONVERSE INC.

/s/ illegible                                /s/ illegible
------------------------------------         By---------------------------------


WITNESS:                                     ACTIVE APPAREL GROUP, INC.

/s/ illegible                                /s/ Xxxxxx Xxxxxxxx, President
------------------------------------         By---------------------------------