Sample Business Contracts

Trademark License Agreement [Amendment No. 5] - Converse Inc. and Active Apparel Group Inc.

                                FIFTH AMENDMENT

       THIS FIFTH AMENDMENT,  made as of this 19th day of September, 1997 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 One Fordham
Road,  North Reading,  Massachusetts  01864  (hereinafter  called  "Converse" or


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 1350
Broadway, Suite 2300, New York, New York, 10018 (hereinafter called "Licensee").


       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 and January 22, 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. 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:

          ---------------                     ------------------------------

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 September 30, 1998              $210,000.00"

       2. 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/ Gordon Horowitz, President
------------------------------------         By---------------------------------