Management Agreement Dated 01/01/98

MANAGEMENT AGREEMENT


This Agreement is made and entered into as of January 1, 1998, by and between BISCAYNE APPAREL, INC., a Florida corporation (the "COMPANY"), and TRIVEST, INC., a Delaware corporation or its successors (the "MANAGER").


PRELIMINARY STATEMENTS:


A. The Manager and the Company are parties to that certain Amended and Restated Management Agreement, dated as of November 30, 1994, as amended (the "PRIOR AGREEMENT").


B. The Prior Agreement terminated on January 1, 1998 and the Company desires to continue to engage the services of the Manager on the terms and subject to the conditions contained in this Agreement.


In consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained in this Agreement, the parties agree as follows:


AGREEMENT:


1. CONTINUATION OF MANAGER. The Company continues the engagement of the Manager and the Manager accepts such continuation on the terms and conditions provided in this Agreement as the sole and exclusive manager and consultant of the Company's business, including without limitation, the business of the Company's subsidiaries, as well as any other corporations or entities now existing or hereafter formed or acquired by the Company or any of its subsidiaries to engage in any business. The Manager's duties hereunder shall include, but shall not be limited to, identifying executive personnel for the Company (including a President, a Chief Financial Officer and/or Controller and such additional officers approved by the Board of Directors of the Company (the "BOARD")), whose compensation shall be the responsibility of the Company.


2. BOARD OF DIRECTORS SUPERVISION. The activities of the Manager to be performed under this Agreement shall be subject to the supervision of the Board to the extent required by applicable law or regulation and subject to reasonable policies not inconsistent with the terms of this Agreement adopted by the Board and in effect from time to time. Where not required by applicable law or regulation, the Manager shall not require the prior approval of the Board to perform its duties under this Agreement.


3. AUTHORITY OF MANAGER. Subject to any limitations imposed by applicable law or regulation, the Manager shall render management, consulting and financial services to the Company and its subsidiaries which services shall include advice and assistance concerning any and all aspects of the operations, planning and financing of the Company and its subsidiaries as needed from time to time. In addition, the Manager shall render advice and expertise in connection with an acquisition


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program for the Company and shall from time to time bring to the attention of the Company and its subsidiaries, such investment and business opportunities as the Manager, in its sole discretion, deems appropriate.


4. REIMBURSEMENT OF EXPENSES; INDEPENDENT CONTRACTOR. All obligations or expenses incurred by the Manager in the performance of its duties under this Agreement shall be for the account of, on behalf of, and at the expense of the Company and/or its subsidiaries, as the case may be. The Manager shall not be obligated to make any advance to or for the account of the Company (or any subsidiary) or to pay any sums, except out of funds held in accounts maintained by the Company (or a subsidiary) nor shall the Manager be obligated to incur any liability or obligation for the account of the Company or any subsidiary without assurance that the necessary funds for the discharge of such liability or obligation will be provided. The Manager shall be an independent contractor, and nothing contained in this Agreement shall be deemed or construed (i) to create a partnership or joint venture between the Company and/or any subsidiary of the Company and the Manager, or (ii) to cause the Manager to be responsible in any way for the debts, liabilities or obligations of the Company or any of its subsidiaries, or any other party, or (iii) to constitute the Manager or any of its employees as employees, officers, or agents of the Company or any of its subsidiaries.


5. OTHER ACTIVITIES OF MANAGER; INVESTMENT OPPORTUNITIES. The Company and its subsidiaries acknowledge and agree that the Manager shall not devote the Manager's (or any employee, officer, director, affiliate or associate of the Manager) full time and business efforts to the duties of the Manager specified in this Agreement, but only so much of such time and efforts as the Manager reasonably deems necessary. The Company and its subsidiaries further acknowledge and agree that the Manager and its affiliates are engaged in the business of investing in, acquiring and/or managing businesses for the Manager's own account, for the account of the Manager's affiliates and associates and for the account of other unaffiliated parties, and plans to continue to be engaged in such business (and any other business or investment activities) during the term of this Agreement. No aspect or element of such activities shall be dee ...