TRADEMARK LICENSE AGREEMENT

1.

DEFINITIONS

1.1.

"Affiliate" shall mean, for any party, its shareholders, officers, directors, parents, corporations, subsidiary corporations, partnerships, joint ventures or other entities (whether incorporated or not) substantially under the control or direction of the party or, its parent.

1.2.

"Close-Outs" shall mean second quality, irregular, out of season or damaged Licensed Products that remain merchantable, or Licensed Products which are sold for more than ****** percent (******%) below the suggested wholesale price.

1.3.

"Code of Conduct" shall mean Licensor’s written policy governing issues related to employment, working conditions, the environment and human dignity and other issues. The Code of Conduct is attached hereto as " Addendum 1 to Exhibit O " and by this reference incorporated herein.

1.4.

"Competing Event" shall mean any event by which (Licensee or any Licensee Affiliate shall develop island inspired Licensed Products for any entity other than Licensor, whether by acquisition, internal development or otherwise. Licensee agrees that if there is a dispute over whether an event is a Competing Event, the dispute will be resolved subject to Licensor’s decision in Licensor’s sole discretion.

1.5.

"Confidential Information" shall mean secret or proprietary information of, or data maintained as confidential by either party. It shall include, without limitation, the terms and conditions of this Agreement (except to the extent that such terms and conditions must be disclosed pursuant to U.S. Securities and Exchange Commission requirements, and if so, the parties will use best efforts to forgo disclosing sensitive financial information), Licensor Designs, information concerning products, techniques, developments, product plans, equipment, inventions, patent applications, ideas, designs, processes, methods, research, sales, licensing, customers, operations and work product of Licensor or its Affiliates. Nothing shall be considered Confidential Information which (i) either party learns from other sources which have a right to that information free from confidentiality restrictions; (ii) is available to the public or readily discernible from information available to the public; (iii) enters the public domain other than through the actions or inactions of either party; or (iv) is independently developed by either party without reference to, or reliance on, the Confidential Information. In the event any item of Confidential Information is subject to required disclosure pursuant to any order, judgment, ruling or degree, despite the terms of this Agreement, the involved party shall immediately notify the other party, which shall have the right to seek a protective order or similar relief and shall reasonably cooperate with such other party in its efforts to seek such relief.

1.6.

"Contract Term" shall mean the term of this Agreement, as set forth on Exhibit C, unless sooner terminated in accordance with the terms of this Agreement. Any renewal or extension that may be granted in the future deemed included in the Contract Term.

1.7.

"Contract Year" shall mean a period of twelve (12) successive months commencing on February 2, 2009.

1.8.

"Definitional Disputes" shall mean that Licensee acknowledges that due to the nature of the marketplace, the definition of Licensed Products may change or may not be amenable to precise delineation. Licensee agrees that if there is a dispute over the definition of Licensed Products, the dispute will be resolved by Licensor at Licensor’s sole discretion.

1.9.

"Design Documentation" shall mean color strike-offs, photographs or drawings of sample Licensed Products, together with line plans, all other artwork, specifications, sketches, renderings, samples, marketing and pricing information, cost analyses and similar materials relating to the proposed Licensed Products.

1.10.

"Design Rights" shall mean any and all patent, design patent, trademark, trade dress, copyright and other proprietary rights in and to all Licensee-developed pictorial, graphic, visual, textual, logotype, verbal or audio elements or material, including (but not limited to) all artwork, sketches, patterns, designs, prints, prototypes, specifications, spec sheets, , incorporated in or related to any Licensed Product or to any related advertising or promotional material; packaging and packaging designs, contours, and shapes; labels and hangtags, or any component of any such elements and material. Design Rights do not include Licensee-owned trademarks, technical or design patents, trade-names, service marks or logos existing as of the Effective Date and used in connection with Licensed Products in a manner permitted under the terms of this Agreement, nor do they include trademarks, logos, technical properties or patents that were developed for parties other than the Licensor but are still used in connection with the Licensed Products as permitted under the terms of this Agreement.

1.11.

"Distributor" shall mean a party that may reasonably be expected to sell merchandise of the kind and character of the Licensed Products to persons or entities other than consumers.

1.12.

"Earned Royalty" shall mean, for each Contract Year, the amount of money Licensee shall pay to Licensor in consideration for the grant of this license. Such amount is calculated as a percentage of Net Sales, specified in " Exhibit G ."

1.13.

"Expiration Date" shall mean the date upon which the Agreement ends because of the end of the Contract Term.

1.14.

"Guaranteed Royalty" shall mean, for each Contract Year, the minimum royalty payment to be made to Licensor by Licensee, as specified in "Exhibit F," regardless of actual Net Sales paid as a non-refundable advance towards the amount due as an Earned Royalty for Licensed Products.

1.15.

"Licensed Product" shall mean any Product, as specified in " Exhibit B ," for which rights are granted to Licensee under this Agreement, and bear the TOMMY BAHAMA Marks, or incorporate Licensor Designs or Design Rights. Regardless of the extent to which a Licensed Product incorporates any Licensor Design or Design Rights, it shall be a unique, exclusive design.

1.16.

"Licensor Designs" shall mean styles, designs, patterns, color combinations, design and marketing directions, and seasonal concepts, supplied by Licensor.

1.17.

"Marketing Materials" shall have the meaning ascribed to such term in Section 10.1.

1.18.

"Marketing Support" shall mean costs of showroom and trade shows displays and all other branded marketing and promotional materials created and developed by or on behalf of Licensee to be used to promote the distribution and sale of Licensed Products to the trade. Notwithstanding the foregoing, Marketing Support does not include costs associated with in-store seminars.

1.19.

"Minimum Net Sales", for any Contract Year shall have the meaning as defined in "Exhibit E".

1.20.

"National Advertising" shall mean advertisements, co-op advertising, brochures, catalogs and similar marketing materials published and distributed to consumers; included in publications intended for consumers; or broadcast through television, the Internet, radio or other media; that are designed and intended to promote the sale of Licensed Products, including point-of-purchase displays for use by retailers and marketing and promotional pieces provided to retailers for use in sales promotions to consumers.

1.21.

"Net Sales" shall mean the invoiced billing price of all Licensed Products sold and shipped by Licensee to its customers, excluding only federal and state taxes, tariffs, freight, returns evidenced by credit memoranda, normal trade discounts, and sales allowances all of which shall not exceed ****** percent (******%) of annual gross sales of Licensed Products. No deduction may be made for early payments, bad debts, advertising allowances or special promotions of any kind or for costs incurred in manufacture, sales, advertising or promotion.

1.22.

"Normal Channels of Distribution" shall have the meaning ascribed to such term in Section 3.1.

1.23.

"Prime Rate" shall mean the prime rate of interest charged by SunTrust Bank, Atlanta, Georgia or any successor institution, as published in the Wall Street Journal for the applicable period.

1.24.

"Monthly Statement" shall mean a combination sales and royalty statement issued by Licensee to Licensor with respect to each calendar month during the Contract Term. If the initial or last Monthly Statement shall be for a period less than a calendar month, it shall be issued with respect to that shorter period.

1.25.

"Regular Price" shall mean Licensed Products sold for the suggested wholesale price, or for a price which is no more than a ****** percent (******%) discount from the suggested wholesale price.

1.26.

A "Sale" shall occur upon the earlier of when Licensed Products are invoiced or shipped by Licensee to its customers.

1.27.

"Sell-Off Period" shall mean the first six (6) months following the expiration or termination of this Agreement. Notwithstanding the foregoing, any Sell-Off Period shall otherwise be strictly in accordance with the terms, covenants and conditions of this Agreement as though the Agreement had not expired or terminated.

1.28.

"Shortfall" shall have the meaning attributed to such term in Section 9.3.

1.29.

"TB Stores" shall have the meaning attributed to such term in Section 2.6.

1.30.

"Territory" shall have the meaning attributed to such term in Exhibit "B."

1.31.

"Termination Date" shall mean the date upon which the Agreement ends due to any other cause except expiration of the Contract Term.

2.

GRANT OF LICENSE

2.1

Licensor hereby grants to Licensee a nontransferable, non-assignable, non-divisible, and exclusive (as limited by Section 2.2) license, without the right to grant sublicenses, to use the TOMMY BAHAMA Marks, solely in the Territory and solely on or in connection with the manufacture, advertising, promotion, sale, offering for sale, and distribution of Licensed Products and related promotional and packaging material during the Contract Term of this Agreement or until this Agreement is sooner terminated as hereinafter set forth. Notwithstanding the previous sentence, the license shall be non-exclusive for the last six months of the Contract Term.

2.2

This grant of license shall be exclusive as to third parties, except as otherwise provided in this Agreement, during the Contract Term and in the Territory; however, nothing contained in this Agreement shall prevent Licensor or any Licensor Affiliate from exercising any rights similar to those granted to Licensee either directly or through other Licensor Affiliates, at any time, in the Territory or elsewhere for Licensed Products sold by Licensor in TB Stores.

The foregoing rights of Licensor or any Licensor Affiliate shall not include the right to wholesale Licensed Products in the Territory and is also subject to Licensee’s first right of offer to present a proposal to manufacture and sell such Licensed Products. Such proposal must be submitted within twenty (20) days of request from Licensor, and shall include a general business plan, manufacturing plan, minimums and pricing. Licensor, at its sole discretion, has five (5) days to review such proposal and notify Licensee in writing of its decision.

2.3

All Licensed Products shall bear at least one of the TOMMY BAHAMA Marks and no Licensed Products shall be sold or otherwise distributed under any marks other than the TOMMY BAHAMA Marks. Licensor reserves all rights to the TOMMY BAHAMA Marks except as specifically granted herein to Licensee and Licensor may exercise such reserved rights at any time.

2.4

Licensee shall use its reasonable best efforts to maximize the economic benefits intended to be realized by Licensor pursuant to this Agreement while maintaining the high standard, quality, image and prestige represented by the TOMMY BAHAMA Marks and consistent with the channels of distribution specified in " Exhibit J ."

2.5

Licensee agrees that Licensee shall present the Licensed Products Territory-wide to the trade in the number of styles or designs as designated in Exhibit B. If Licensee does not produce and distribute new styles or designs of Licensed Products during each 6 month period during each Contract Year, upon notice by Licensor to Licensee, the rights granted by Licensor to Licensee shall be deemed immediately non-exclusive. Without limitation, Licensor shall thereafter have the immediate right to authorize others to use the TOMMY BAHAMA Marks in connection with products that compete with, or are similar to, the Licensed Products.

2.6

The parties acknowledge that it is in their mutual best interest to maintain inventory and every six (6) months refresh attractive displays of Licensed Products at each of the TB Stores. The terms and conditions for sales of Licensed Products to TB Stores are set forth on Exhibit D.

2.7

Licensee shall also make available to Licensor and its retail accounts (other than TB Stores), the opportunity to purchase reasonable quantities of Licensed Products for marketing, promotional, and sales-incentive purposes. Licensee agrees that such Licensed Products will be made available throughout the Contract Term and the Sell-Off Period for purchase by Licensor and its retail accounts at Licensee’s lowest then-applicable wholesale sales price, in accordance with Licensee’s standard dealer terms and conditions, the terms of which shall not be inconsistent with this Agreement.

2.8

During the Contract Term, Licensee or any Licensee Affiliate may not engage in any Competing Event without the prior written approval of Licensor. Attached to this Agreement as " Exhibit I " is a list of current licensors, brands

and logos, of Licensee or its Affiliates; each of those licensors is deemed approved by Licensor regardless of any existing Competing Event. During the Contract Term, however, Licensee shall annually provide an update to " Exhibit I " at the commencement of each Contract Year and in all events shall provide notice, pursuant to the notice provisions in this Agreement, to Licensor seeking written approval of any proposed Competing Event. Licensor shall have fifteen (15) business days in which to approve or disapprove any such, potential Competing Event. Licensor may require that Licensee provide Licensor with such additional documentation as shall be reasonably necessary to facilitate Licensor’s analysis of the proposed Competing Event. It is understood between the parties that if Licensee does not receive a written response (which response may be by e-mail) from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. Without limitation to the foregoing, Licensor shall have the sole right to determine if it will approve any proposed Competing Event.

2.9

Licensee shall at all times employ one full-time National Sales/Brand Manager who shall be dedicated to the sale of Licensed Product. Said National Sales/Brand Manager must be approved by Licensor and have significant experience in selling products similar to the Licensed Products. Additionally, Licensee shall at all times employ at least one full-time Designer/Merchandiser (plus as many other designers / merchandisers as needed) who is dedicated to the design and merchandising of Licensed Product. Said Designer/Merchandiser must be approved by Licensor and have significant experience in designing and merchandising products similar to the Licensed Products.

2.10

Licensor and its Affiliates may, but shall not be obligated to, supply Licensee with Licensor Designs. Licensee agrees that Licensor Designs shall be utilized by Licensee only in the production, advertisement, marketing, promotion, distribution and sale of Licensed Products. If Licensee shall retain or employ any subcontract manufacturer other than an Affiliate of Licensee, each such manufacturer shall be provided with a written notice in the form set forth in " Exhibit N ," notifying that manufacturer that Licensor Designs may be used only in compliance with the requirements of this agreement, and that any violation by the manufacturer of these restrictions shall be grounds for immediate termination of the manufacturer’s services for Licensee relating to Licensed Products, in addition to Licensor’s right to seek damages from each subcontract manufacturer for the use of Licensor’s Designs not in conformance with the terms of this agreement. Licensee shall monitor the completion of subcontract manufacturer’s signing of, and be accountable to Licensor for, the subcontract manufacturers’ notices; copies of each shall be supplied to Licensor within ten (10) days of its receipt by Licensee.

3

SALE OF LICENSED PRODUCTS

3.1

Licensee agrees that Licensed Products, including Close-outs, shall be distributed for retail sale only through better specialty stores, national buying groups, department stores and mail-order catalogs which are appropriate for the superior reputation, quality-control standards and public image of the TOMMY BAHAMA Marks ("Normal

Channels of Distribution"). Licensee agrees to distribute Licensed Products, including Close-Outs, only to those retailers that are listed on " Exhibit J " and any other customer approved hereafter by Licensor. Before any order from any other prospective customer is accepted, including, but not limited to, internet retailers, Licensee shall submit an Additional Authorized Retailer Request Form (set forth on Addendum 1 to Exhibit J), to notify Licensor of the identity of the customer and provide sufficient information to enable Licensor to determine whether it is acceptable. Approval of any retail account may be withdrawn by Licensor, pursuant to the notice requirements set forth in this Agreement, at any time if Licensor determines in its sole discretion, that advertising, marketing, promotion or sales by that retail account shall have been, or shall have become, inconsistent with the reputation, quality-control standards and public image of the TOMMY BAHAMA Marks; provided, however, that such notice of withdrawal shall not apply to orders, current inventory and work-in-process which have been accepted by Licensee prior to its receipt of the notice. Licensee must provide to Licensor written verification of such prior orders, current inventory and work-in-process. Licensor agrees to review the Minimum Net Sales detailed on "Exhibit E" and reduce such amounts if such revocation of a retail account effects such amounts.

3.2

Licensee expressly agrees that Licensee shall not distribute or sell Licensed Products, including Close-Outs, to any Distributor (other than its own contract sales affiliates), and Licensee shall distribute and sell Licensed Products, including Close-Outs, only through its Normal Channels of Distribution and only for accounts directly reselling to consumers.

3.3

Close-Outs may be disposed of by Licensee through its Normal Channels of Distribution for Close-Outs, as described in " Exhibit J ". However, damaged and / or irregular Close-outs must be clearly marked as such, and remain of a quality not inconsistent with the quality-control standards of Licensor. All royalties due with respect to Close-outs shall be paid as required under this Agreement.

4

APPROVAL OF LICENSED PRODUCTS

4.1

Licensor shall have the right in its sole and reasonable discretion to approve or disapprove in advance of sale the general design, quality, style, colors, appearance, material and workmanship of all Licensed Products, and to approve or disapprove in advance any brands, endorsements, trademarks, service marks, trade names, designs and logotypes, (whether included in the TOMMY BAHAMA Marks or not) used in connection with Licensed Products. Licensee shall not show, distribute or sell any Licensed Product which has not been approved in advance by Licensor or which is, at any time, disapproved by Licensor in accordance with the terms of this Agreement. Licensor reserves the right to revoke approval of Licensed Products that were approved in previous seasons, however, Licensor agrees to that it

will not do so unless Licensor reasonably concludes in its sole discretion that such Licensed Products no longer reflect the taste, style, or quality associated with the TOMMY BAHAMA Marks. Such revocation of approval shall not apply to shall not apply to orders, current inventory and work in process which have been accepted by License prior to its receipt of the notice. Licensee must provide to Licensor written verification of such prior orders, current inventory and work-in-process. Licensor agrees to review the Minimum Nets Sales detailed on "Exhibit E" and reduce such amounts if such revocation of a Licensed Product effects such amounts.

4.2

The parties acknowledge that it may not be practical for Licensee to submit actual samples of Licensed Products to Licensor for Licensor’s examination and approval or disapproval. Licensee shall submit Design Documentation to Licensor at its New York address set forth below, at no cost or expense to Licensor. Licensee’s submissions shall include, in addition, evidence or notations of the use of labels, tags or other form of identification proposed to be used on Licensed Products. Licensee shall submit Design Documentation to Licensor at least ninety (90) days prior to production of the applicable Licensed Products. If Licensor reasonably desires additional information with respect to the design, fabrication or manufacture of any affected Licensed Product, Licensee agrees to provide that additional information. Within fifteen (15) business days of confirmed receipt of the foregoing materials, Licensor agrees that it will examine and either approve or disapprove the relevant Licensed Products and notify Licensee of its approval or disapproval in writing. It is understood between the parties that if Licensee does not receive a response from Licensor within three (3) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. If any item is disapproved, in each case, Licensee will be advised of the specific reasons. Upon request, Licensee shall reimburse Licensor for any import duties, shipping charges or other costs or expenses incurred by Licensor in connection with delivery of samples to Licensor.

4.3

In the event any Licensed Product is disapproved, Licensee agrees to consult with Licensor regarding Licensor’s objections and any changes or modifications proposed by Licensor, and will, within thirty (30) days following receipt of Licensor’s disapproval, use good-faith efforts to make mutually agreeable modifications or adjustments. In the event of a dispute between Licensor and Licensee regarding any Licensed Product, Licensor will have final control and approval with respect to the style, overall design, decorative details, engineering, structural integrity, production capabilities, manufacturing efficiencies, materials sourcing, product safety and similar matters.

4.4

Licensee assigns to Licensor all of Licensee’s right, title, and interest in each design developed and used by Licensee (excluding such design elements that are excluded by the definition of Design Rights) in connection with any of the Licensed Products, and all rights associated with them, including, without limitation, all Design Rights. Licensee shall promptly execute and deliver all forms of assignment and other documents as may be reasonably required to transfer to Licensor any of Licensee’s rights of ownership in the Design Rights.

4.5

Licensee shall not unreasonably withhold or to obtain, protect, or perfect Licensor’s rights in the Design Rights. In addition, during the Contract Term, Licensee (a) shall not contest, raise any objections to the validity of, or attack Licensor’s title to, or rights in, the Design Rights, (b) shall not file any application for, or obtain or attempt to obtain ownership of, any Design Rights, (c) shall promptly notify Licensor if Licensee becomes aware of any attempts to do so by, or any use, of any material covered by Design Rights by any third party, and (d) shall take all appropriate actions, and all actions reasonably requested by Licensor to prevent or avoid any misuse of the material covered by Design Rights or Licensed Products by any of its customers, contractors, sublicensees, or suppliers.

5

LICENSOR’S USE OF LICENSED PRODUCT

6

MINIMUM NET SALES

7

GUARANTEED ROYALTY AND EARNED ROYALTY

7.1

In consideration for the license granted by the Licensor hereunder, Licensee shall pay to Licensor the Guaranteed Royalty set forth on " Exhibit F " hereto. The Guaranteed Royalty for each succeeding Contract Year during the Contract Term shall be paid in four (4) equal installments on or before the first day of each calendar quarter commencing during that Contract Year. Within each Contract Year, the Guaranteed Royalty is paid as a non-refundable advance towards amount due as Earned Royalty for Licensed Products. No part of any Guaranteed Royalty may be carried forward or backward as a credit from one Contract Year to any other, or to any applicable Sell-Off Period.

7.2

Licensee shall pay to Licensor an Earned Royalty on Net Sales for all Sales of all Licensed Products (except for Sales to TB Stores) sold by Licensee during each Contract Year based on the rates set forth on " Exhibit G " hereto. To the extent that such Earned Royalty for Licensed Products exceeds the Guaranteed Royalty previously paid for a given quarter, such amount payments shall be payable within thirty (30) days following the conclusion of each calendar

quarter during which sales of Licensed Products have been made. Past due payments shall bear interest at a per annum rate of interest equal to (a) the Prime Rate plus ****** percent (******%) per annum, or (b) the maximum interest rate permissible under law, whichever is less.

7.3

All royalties due Licensor shall accrue upon the Sale of the Licensed Products regardless of time of collection by Licensee (subject to credits for returned Licensed Products).

7.4

Licensee may reconcile the amounts owed for Guaranteed and Earned Royalties every Contract Year on June 1 and December 1. For example, if during a Contract Year, Licensee’s Net Sales were much higher during one quarter than the Minimum Sales requirement would anticipate (resulting in a payment of Earned Royalties), but then much lower in the subsequent quarter, it would be feasible that Licensee would need to reconcile an overpayment of Earned Royalties when compared to the actual Net Sales and royalties due for such period. In such a case, Licensee may reduce the Guaranteed Royalty amount due on June 1 and / or December 1, as applicable, to reconcile any previous overpayment. This allowance for reconciliation does not, under any circumstances, allow Licensee to reduce its Guaranteed Royalty for any reason other than for reconciling excess Earned Royalty payments already made. Furthermore, this paragraph does not in any way diminish the requirement that Licensee pay Earned Royalties every calendar quarter of the Contract Term if such amounts are due pursuant to the terms of this Agreement.

8.

SALES AND ROYALTY REPORTS

8.1

Immediately following the execution of this Agreement, and at least one (1) year in advance of the beginning of every subsequent Contract Year during the Contract Term, Licensee will send Licensor its sales projection for that next Contract Year, broken out by month, along with a detailed list of all media placements for Marketing Support.

8.2.

Licensee shall supply Licensor with a Quarterly Statement, as shown on " Exhibit K ," with respect to all sales of Licensed Products sold during each calendar quarter. Each Quarterly Statement shall be delivered to Licensor within thirty (30) days following the conclusion of the applicable quarter.

8.3

In addition, Quarterly Statements for the final quarter of each Contract Year shall include, without limitation, an annual report of the foregoing for the entire Contract Year. The Licensee’s Chief Financial Officer shall indicate by signature that s/he has reviewed and agrees with such annual report. On request by Licensor, Licensee shall provide backup and support materials with respect to any item contained in any Quarterly Statement so that Licensor shall have sufficient information to evaluate the sources for any item contained in the Quarterly Statement and to track Licensee’s performance under this Agreement.

8.4

Within twenty (20) days following the end of each calendar month, Licensee shall fax to Licensor an Estimated Net Sales Report as detailed on " Exhibit L ". This report is:

a)

An estimate of the monthly Net Sales for the previous month, which should as accurately as possible reflect all of the Net Sales of Licensed Products for that month;

b)

A re-forecasted estimate of the monthly Net Sales of Licensed Products for the remainder of the Licensor’s "Fiscal Year" (currently February 2 through February 1); and

C)

A re-forecasted estimate of the monthly Net Sales of Close-Out Licensed Products for the remainder of the Licensor’s Fiscal Year.

8.5

It is the responsibility of the Licensee to submit the information required by this Agreement on a timely basis as required herein, and in a businesslike manner. It shall not be the responsibility of the Licensor to call, fax, write or otherwise attempt to obtain the required information from Licensee.

9.

NATIONAL ADVERTISING AND MARKETING SUPPORT

9.1

National Advertising . Licensee shall use good-faith reasonable efforts to promote the sale of Licensed Products throughout the Territory in a manner consistent with the goals and aspirations of the Tommy Bahama brand, and the National Advertising spending requirements set forth on Exhibit H . To qualify as National Advertising, the items and costs must be approved in writing by Licensor prior any expenditures having been made on them. Within fifteen (15) business days of confirmed receipt of the foregoing National Advertising items and costs, Licensor agrees that it will examine and either approve or disapprove the relevant National Advertising expenditures and notify Licensee of its approval or disapproval in writing. It is understood between the parties that if Licensee does not receive a response from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. If approval is given by Licensor, all such National Advertising items and costs shall conform in all material respects to the sample, and within reason, the estimated costs. Licensee mush must also comply with the Marketing Materials approval standards related to National Advertising and set forth in Section 10 of this Agreement

9.2

Licensee shall use good-faith reasonable efforts to provide Marketing Support for the Licensed Products throughout the Territory and conform to the Branded Marketing Materials as set forth on " Exhibit H ." Licensee may use a portion of the Licensor’s New York showroom (at Licensee’s expense to be determined based on a percentage of space required and the current rent paid by Licensor) to display and market the Licensed Products, such displays having been approved in advance, in writing by Licensor. During the Contract Term, if Licensee participates in the M.A.G.I.C. Trade Show in connection with the Licensed Products, Licensee agrees to do so only in conjunction

with the Tommy Bahama Booth, and to reimburse Licensor for Licensee’s pro-rata share of trade show expenses based upon Licensee’s square foot usage of the Tommy Bahama Booth, as allocated by Licensor in its sole discretion. The invoice setting forth such expenses shall be paid within thirty (30) days of the date of receipt. Licensee may show Licensed Products at the FFANY and WSA trade shows (and any successor trade shows) and, subject to Licensor’s prior written approval, any other industry trade shows. All signage and decor of Licensee’s display space at any such trade show is subject to Licensor’s prior written approval.

9.3

Shortfall . During each Contract Year, Licensee shall spend no less than the applicable sum for National Advertising and / or Marketing Support as set forth in " Exhibit H ." If the Licensee fails to spend the required sum during any Contract Year, an amount equal to such deficiency (the "Shortfall") shall promptly be paid to Licensor as an additional royalty, not creditable against Guaranteed Royalties. However, in lieu of such payment, Licensee may, at Licensor’s sole discretion, only in the succeeding Contract Year, use the Shortfall to pay for additional National Advertising and / or Marketing Support. Licensee may propose such use to Licensor for review only under the following conditions: (i) the Shortfall is spent during the first quarter of that succeeding Contract Year and the expense is reflected in the Quarterly Statement for that quarter, (ii) the minimum expenditures for National Advertising and / or Marketing Support for each Contract Year shall be made in addition to the application of the appropriate Shortfall, and (iii) the sole reason for the Shortfall is that actual Net Sales shall have exceeded Minimum Net Sales for the Contract Year of the Shortfall. For the avoidance of doubt, the only two options for the use of a Shortfall accruing under the previous sentence are to pay it as an additional royalty or to spend it for additional National Advertising and / or Marketing Support; in no event may any Shortfall be applied toward the minimum amounts required under this Agreement for National Advertising and / or Marketing Support and such application is at the sole discretion of Licensor.

9.4

Promptly following the execution of this Agreement, and at least one (1) year in advance of the beginning of every subsequent Contract Year (which projections shall be reforecasted with the Statement of Estimated Monthly Net Sales detailed on "Exhibit L"), Licensee shall submit for approval by Licensor a written production, sales and marketing plan for the forthcoming Contract Year. Such plan shall be sent in accordance with the notice provisions provided under this Agreement. Licensor shall have fifteen (15) business days in which to approve or disapprove any such plan. It is understood between the parties that if Licensee does not receive a response from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. In the event that Licensor shall disapprove any plan so submitted, Licensee shall have ten (10) business days in which to submit a revised written plan. At the written request of Licensee, however, Licensor and Licensee shall discuss in good faith the reasons for that disapproval. The failure to submit a revised written plan in a form satisfactory to Licensor within the above period shall constitute a default under this Agreement, subject to the cure provisions set forth in this Agreement.

10

ADVERTISING, MARKETING, PROMOTIONS & PACKAGING APPROVAL

10.1

Before producing, publishing or distributing any National Advertising, market advertising, packaging, or press releases ("Marketing Materials") related to the transactions contemplated by this Agreement or Licensed Products, Licensee shall submit to Licensor for its examination and approval or disapproval, a sample of the Marketing Materials, including text, coloring and a copy of any photograph proposed to be used. Within fifteen (15) business days of confirmed receipt of the foregoing materials by Licensee, Licensor agrees that it will examine and either approve or disapprove the relevant Marketing Materials and notify Licensee of its approval or disapproval in writing. It is understood between the parties that if Licensee does not receive a response from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. Licensee agrees to consult with Licensor regarding its objections and any changes or modifications proposed by Licensor. Licensee shall then make mutually agreeable modifications or adjustments. Licensor reserves the right to resolve any dispute about the appropriate changes, in its sole discretion Licensee shall not make material changes to any approved piece of Marketing Material bearing the TOMMY BAHAMA Marks without consulting with Licensor; however, once approval is obtained for any particular piece of Marketing Material, it shall not be necessary to obtain approval for each separate, substantially similar use of the TOMMY BAHAMA Marks in substantially similar Marketing Materials.

10.2

All Marketing Materials, and all packaging, labels, and other materials used in connection with the advertising, marketing and sale of Licensed Products, or otherwise used in connection with the transactions under this Agreement, shall make reference only to the TOMMY BAHAMA Marks and shall not include any brands, endorsements, trademarks, service marks, trade names or logotypes other than Licensee’s own corporate identifiers, as reasonably appropriate to identify Licensee as either manufacturer or distributor, as the case may be. For the avoidance of doubt, co-branding is not permitted without Licensor’s prior written approval.

10.3

Licensee may retain a reputable advertising agency for the development, sourcing and placement of Marketing Materials other then the advertising agency designated by Licensor. If Licensee retains another advertising agency for the development, sourcing and placement of the Marketing Materials, such agency must be approved in writing by Licensor prior to such retention. Licensor must also review and approve in writing as detailed in this Agreement all Marketing Materials developed by such retained agency for Licensee prior to any media placement or distribution of such Marketing Materials.

10.4

Licensed Products shall not be sold or given away by Licensee free of charge or sold or exchanged for nominal value, or authorized by Licensee to be so given away, sold or exchanged, so as to promote the products, services or business of any individual or entity unless written approval is granted by Licensor for a specific amount. If Licensee desires to give away or sell for nominal value Licensed Products for the promotion of the products, services or business of any individual or entity other than Licensee, Licensee shall obtain Licensor’s written approval prior to any such arrangement and such approval shall not be unreasonably withheld. Licensee may submit such a request to Licensor in writing, setting forth all of the details of such proposed commercial tie-in or premium use, and Licensor shall have complete discretion in deciding whether or not to waive the foregoing prohibition. Licensor shall have fifteen (15) business days in which to approve or disapprove any such plan. It is understood between the parties that if Licensee does not receive a response from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. Licensee shall adhere, and shall use commercially reasonable efforts to procure that those Authorized Retailers set forth in " Exhibit J " adhere, to the Advertising Policy set forth in " Exhibit M ."

10.5

All approvals by Licensor related to Marketing Materials under this Agreement shall have a duration of twelve (12) months unless sooner withdrawn pursuant to the terms of any other section of this Agreement. Any continuation of any approval beyond that period must be requested in writing, within the first twenty (20) business days prior to the expiration of that period

11

MEDIA APPROVAL

11.1

Licensee agrees that Licensor shall have the right to approve or disapprove, in advance, each medium of advertising through which Licensee may desire to advertise and promote Licensed Products, and to approve or disapprove, in advance, each individual media vehicle through which Licensee proposes to publish or distribute Marketing Materials relating to Licensed Products. All advertising media and advertising placements shall be consistent with the high quality and prestige of the TOMMY BAHAMA Marks and no less than consistent with the manner in which Licensee markets its own products.

11.2

Licensee shall submit to Licensor, in advance, written notification of the particular media vehicle in which the Marketing Material would be placed. Within fifteen (15) business days of confirmed receipt of the foregoing materials, Licensor agrees that it will examine and either approve or disapprove the relevant media vehicle and notify Licensee of its approval or disapproval in writing. It is understood between the parties that if Licensee does not receive a response from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request.

11.3

If any media vehicle is disapproved, Licensee will be advised of the specific reasons in each case. Once a particular media vehicle has been approved in accordance with this provision, it shall not be necessary to obtain approval for each separate but substantially similar use of that media vehicle. However, if any previously approved media vehicle undergoes a significant change following the date it shall have been approved by Licensor, Licensee shall resubmit that media vehicle to Licensor for its approval pursuant to the approval procedures set forth in this provision.

12

DURATION OF APPROVALS

13

TOMMY BAHAMA MARKS

13.1

During the Contract Term, Licensor shall not grant or sanction any other party to use any mark identical with, or substantially similar to, the TOMMY BAHAMA Marks in a manner which is in conflict with the rights granted to Licensee under this Agreement.

13.2

Licensee shall have no right, title or interest in the TOMMY BAHAMA Marks except the licensed rights in accordance with this Agreement. Each and every part of the TOMMY BAHAMA Marks is, and shall remain, the sole property of Licensor. Any use by Licensee of any part of the TOMMY BAHAMA Marks, and the goodwill arising from them, shall inure to the benefit of Licensor.

13.3

During the Contract Term, and at any time thereafter, Licensee shall not contest, raise any objections to the validity of, or attack Licensor’s title to, or rights in, the TOMMY BAHAMA Marks.

13.4

During the Contract Term, and at any time thereafter, Licensee shall not file any application for any mark, or obtain or attempt to obtain ownership of any mark or trade name, in any country of the world, which refers to, or is substantially similar to, any of the TOMMY BAHAMA Marks, and shall promptly notify Licensor if Licensee becomes aware of any attempts to do so by third parties.

13.5

Licensee shall, at its own expense, take such anti-counterfeiting measures as may be reasonably requested by Licensor from time to time to protect the TOMMY BAHAMA Marks with respect to Licensed Products.

13.6

In the event a third party asserts that the TOMMY BAHAMAS Marks, or the sale of Licensed Products (collectively, the "Rights") infringe upon such third party’s rights in the Territory, the Licensor, at its sole expense, shall take commercially reasonable actions to protect and validate the Rights including, without limitation, arbitration, mediation and litigation. Licensor shall have the right at any time, and in its sole discretion, to reach a settlement in any action to protect and validate the Rights. If a settlement is reached, or it is determined that the Rights do infringe on such third party’s rights, then Licensor shall procure for the Licensee, at the Licensor’s expense, the right to continue the manufacturing, marketing, sale and distribution of the Licensed Products in the Territory as contemplated by this Agreement or refund all royalties paid by Licensee over the prior twelve (12) month period and terminate the Agreement without further penalty or liability.

13.7

The parties shall promptly notify the other party in writing of any learned use that may be an infringement or imitation of the TOMMY BAHAMA Marks on articles similar to the Licensed Products, and of any use which may be an infringement or imitation of the related designs, design patents and copyrights in the Territory. In the event a third party is allegedly infringing or threatens to infringe the Rights in the Territory, as determined by the Licensor or the Licensee, the Licensor shall have the first right, but not the obligation to bring an infringement action against any actual or alleged infringer with respect to the TOMMY BAHAMA Marks. Licensor may, in its sole judgment and at its own expense, institute, control, settle, and defend such action and recover any damages, awards, or settlements resulting therefrom. Licensee shall reasonably cooperate and use commercially reasonable efforts to assist Licensor in any such litigation. Licensor shall reimburse Licensee for its out-of-pocket expenses incurred as a result of such cooperation. Any damages, award, or settlement recovered by Licensor shall first be used to reimburse Licensor and Licensee for all reasonable expenses incurred during said litigation.

13.8

The remainder of the damages, award or settlement that is attributable to any infringement or alleged infringement in the Territory shall be divided equally between Licensor and Licensee. All other damages, awards, or settlement amount shall be paid to Licensor.

13.9

Licensee shall take all appropriate actions and all commercially reasonable actions reasonably requested by Licensor, to prevent or avoid any misuse of the TOMMY BAHAMA Marks or Licensed Products by any of its customers, contractors, sublicensees, suppliers, or other resources.

13.10

Licensee shall reasonably assist and cooperate with Licensor, at Licensor’s expense, in any other efforts to obtain, perfect and protect its rights to the TOMMY BAHAMA Marks in the Territory with respect to the Licensed Products. Licensee shall execute any documents reasonably required by Licensor in connection with the foregoing.

13.11

Licensee shall cause to be imprinted legibly on the packaging for the Licensed Products manufactured, distributed or sold under this Agreement, and on all Marketing Materials, labels and tags used in connection with Licensed Products, and any other such materials in which the TOMMY BAHAMA Marks appear, the designation ^® or ™ as Licensor shall advise as being appropriate and approved by Licensor. The packaging for each Licensed Product shall contain the following notice, as reasonably modified by Licensor from time to time: "Manufactured by Tommy Bahama Footwear under license from the Tommy Bahama Group, Inc. TOMMY BAHAMA is a registered trademark of the Tommy Bahama Group, Inc.". Such notice detailed above shall be added to the packaging of the Licensed Product at such time as Licensee updates its packaging for such Product. Licensee may use the current packaging and make such change at such time as it reorders such packaging. In addition, Licensee, at is discretion, may file a fictitious business name statement (or "d/b/a") for "Tommy Bahama Footwear" and shall cause "Tommy Bahama Footwear" to be listed in the telephone and business directories along with Licensee’s address.

13.12

Following the termination of the rights granted under this Agreement with respect to the TOMMY BAHAMA Marks, Licensee shall, except as provided in Section 20.2 , cease absolutely, and Licensee shall not thereafter manufacture or sell, or have manufactured or sold, any item branded under, or making reference to, the TOMMY BAHAMA Marks, nor shall Licensee publish or display, or authorize or permit the publication or display of, further or additional quantities of any advertising or marketing materials which incorporate the TOMMY BAHAMA Marks.

14

CONFIDENTIAL & PROPRIETARY INFORMATION

14.1

During the Contract Term, either party may provide the other with access to and/or allow them to become familiar with various aspects of their Confidential Information. Both parties shall hold all revealed Confidential Information which has been provided in strict confidence, shall not use in any way or disclose any Confidential Information directly or indirectly to any other party and such information shall be used by Licensee only in those facilities where Licensed Products are manufactured and only in connection with the manufacture, use and sale of Licensed Products. All records, files, documents, information, data and other similar items relating to either party’s business operations, regardless of who prepared them and which are not otherwise in the public domain, shall remain the exclusive property of the owning party.

14.2

Apart from the license granted herein to use the TOMMY BAHAMA Marks in connection with the manufacture, advertising, promotion, sale, offering for sale and distribution of Licensed Products, this Agreement does not grant Licensee any rights whatsoever in the Confidential Information of Licensor under any of Licensor’s patent(s), patent application(s), trademark(s), trademark applications(s), copyrights, copyright application(s), service mark(s) or proprietary technology or any other rights in the TOMMY BAHAMA Marks not granted herein. The use of any proprietary information outside the scope of this grant of license is considered a material breach of this Agreement. THE LICENSEE SHALL NOT USE ANY PROPRIETARY INFORMATION OUTSIDE THE SCOPE OF THIS GRANT OF LICENSE. THE LICENSEE DOES NOT GRANT LICENSOR ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSEE BY VIRTUE OF THIS AGREEMENT OR OTHERWISE.

14.3

In addition to obligations set forth in Section 18 of this Agreement, Licensee shall cause every third party manufacturer, subcontractor, supplier, distributor, transporter, or other similar relationship, that has access to any Confidential Information, or the Licensed Products themselves, to acknowledge by signature the statements set forth upon " Exhibit N ." Within thirty (30) days of establishing a new relationship with such a third party, Licensee shall provide Licensor this properly executed document along with any agreements, such as a Supplier Agreement, that may be necessary at that time.

15

PAYMENTS

16

NOTICES & OTHER COMMUNICATIONS

16.1

All reports, approvals, requests, demands, notices and other communications required or permitted by this Agreement shall be in writing and signed by a duly authorized officer of or such other individual designated in writing by a party.

Communications shall be duly given if delivered personally, if mailed (by certified or registered mail, return receipt requested) or if delivered by nationally-recognized overnight courier or mail service that requires the addressee to acknowledge, in writing, the receipt thereof, to the party concerned. Notice may be sent by facsimile transmission, with prompt hard-copy follow-up in the manner described above (for which the date of delivery shall be deemed to be the date of facsimile transmission).

16.2

All Communications to Licensor shall be sent to:

17

RECORDS & INSPECTION

17.1

Licensee shall maintain invoices and books of account for the sale of Licensed Products relating to this Agreement during the Contract Term for a period of three years following the Contract Term. Such books of account shall be complete and accurate in accordance with generally accepted accounting practices. Licensor, through its

representatives including its internal and external auditors, shall have the right upon reasonable prior notice to reasonable inspection of books and records of Licensee relating to the sales of all Licensed Products subject to this Agreement. Licensor hereby agrees that any financial information regarding sales furnished by Licensee is to be held in confidence. Acceptance by Licensor of any statement furnished or royalty paid shall not preclude the Licensor from questioning its correctness and, in the event such mistakes are discovered, they shall be immediately rectified.

17.2

If, upon any examination of Licensee’s books and records pursuant to Section 17.1 hereof, Licensor shall discover any royalty underpayment by Licensee, Licensee will make all payments required to be made to correct and eliminate such underpayment within ten (10) business days of Licensor’s demand. In addition, if said examination reveals a royalty underpayment of ****** percent (******%) or more for any royalty period, Licensee will reimburse Licensor for the cost of said examination within ten (10) business days of Licensor’s demand.

17.3

In addition to any other remedy available to Licensor, if any payment due under this Agreement is delayed for any reason, interest shall accrue and be payable, to the extent legally enforceable, on such unpaid principal amounts from and after the date on which the same became due, at a per annum amount equal to ****** percent (******%).

18

CODE OF CONDUCT

18.1

Licensee shall not, in any manner, authorize or purport to authorize another to use the TOMMY BAHAMA Marks, except to the extent specifically provided herein. Notwithstanding the foregoing, Licensee may have the TOMMY BAHAMA Marks affixed to Licensed Products wherever being manufactured, provided Licensee takes all necessary precautions to prevent labels, tags and other indicia of the TOMMY BAHAMA Marks from being used otherwise than in connection with the Licensed Products. Licensee may manufacture, or have manufactured, the Licensed Products outside of the Territory, however, under no circumstances may Licensee manufacture or have manufactured Licensed Products in Myanmar and such countries as Licensor shall advise Licensee are prohibited based on their noncompliance with applicable labor laws and Licensor’s Code of Conduct, as required in the manufacturing agreement ("Supplier Agreement"), attached hereto as " Exhibit O ", and made a part of this Agreement or such other reasons as Licensor shall in its sole discretion determine.

18.2

Licensor’s Code of Conduct applies to any entity manufacturing, or otherwise in the line of production of Licensed Products (including the components thereof) and it is attached hereto as " Addendum 1 to Exhibit O ". Licensee must exercise commercially reasonable efforts to have all third party manufacturers, subcontractors and suppliers ("Supplier") comply with the terms of the Code of Conduct and will evidence such efforts by:

(a)

Prior to the commencement of the manufacturing of Licensed Products, Licensee executing, and having all Suppliers execute, the Code of Conduct in the form attached hereto, retaining such documents in a safe place and providing such documents immediately to Licensor at its request; and

(b)

Displaying and having all Suppliers display the Code of Conduct in the language of the applicable country, in a clearly visible location in Licensee’s manufacturing facilities (if applicable) and in the manufacturing facilities of Licensee’s Suppliers, at all times during the Contract Term.

18.3

Licensee agrees that prior to the commencement of the manufacturing of Licensed Products, it will have in effect, to the satisfaction of Licensor, a program of monitoring manufacturing facilities, whether operated by Licensee or by Suppliers, that is sufficient to ensure their compliance with the Code of Conduct and all applicable laws and regulations pertaining to wages, overtime compensation, benefits, hours, hiring and employment, workplace conditions and safety, the environment, collective bargaining, and freedom of association, and that the other products manufactured by Supplier and the components thereof are made without the use of child (persons under the age of 15 or younger than the age for completing compulsory education, if that age is younger than 15), prison, indentured, exploited, bonded, forced or slave labor. Such compliance will be evidenced by Licensee, upon execution of this Agreement, by executing and abiding by the Certification in the form presented on " Addendum 2 to Exhibit O " to the Supplier Agreement, as may be amended from time to time and executing and abiding by any such other form as may be provided by Licensor from time to time. If Licensee uses an agent for monitoring Suppliers, then such agent(s) shall be approved in writing by Licensor. If Licensee already has in place such agent(s) pursuant to a preexisting contract, then Licensor shall be authorized to engage its own agent to monitor Licensee’s Suppliers on an as needed basis, but at least once quarterly, at Licensee’s expense. Additionally, without notice, Licensor, or its authorized agents, shall have the right to audit all manufacturing facilities.

18.4

Licensee shall comply with all laws, rules, regulations and requirements of any governmental body governing or otherwise pertaining to the operations of Licensee contemplated under this Agreement, including, without limitation, as they relate to the manufacture, import, export, distribution, sale, advertising, marketing or promotion of Licensed Products Third Party Manufacturing Agreement. All of Licensee’s third party manufacturing agreements must conform with the Supplier Agreement, attached hereto as " Exhibit O " and made a part hereof, as may be amended from time to time by Licensor. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee must inspect each Supplier and provide approval, signed by an authorized employee or agent of Licensee that such Supplier is in compliance with this Section 18.1 , and will obtain and immediately provide to Licensor, the properly executed Supplier Agreement from each Supplier, and/or such other forms as may be provided by Licensor from time to time. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee must obtain and provide