AVID SPORTSWEAR & GOLF CORP, 10SB12G/A, 2000-03-14

AVID SPORTSWEAR & GOLF CORP
10SB12G/A, 2000-03-14
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS

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File No. 000-28321

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2000

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

AVID SPORTSWEAR & GOLF CORP.
(Name of Small Business Issuer in Its Charter)

NEVADA 88-0374969
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

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22 South Links Avenue, Suite 204
Sarasota, Florida 34236
Telephone: (941) 330-8051

Copies to:
Clayton E. Parker, Esq. Troy J. Rillo, Esq.
Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000 201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131 Miami, Florida 33131
Telephone: (305) 539-3300 Telephone: (305) 539-3300

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Securities to be registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class to be so On Which Each Class is to be
Registered Registered
---------- ----------
None None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

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PART I

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. THIS FILING CONTAINS
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS,
(A) AVID SPORTSWEAR & GOLF CORP.'S PROJECTED SALES AND PROFITABILITY, (B) OUR
COMPANY'S GROWTH STRATEGIES, (C) ANTICIPATED TRENDS IN OUR COMPANY'S INDUSTRY,
(D) OUR COMPANY'S FUTURE FINANCING PLANS, (E) OUR COMPANY'S ANTICIPATED NEEDS
FOR WORKING CAPITAL AND (F) BENEFITS RELATED TO THE ACQUISITION OF AVID
SPORTSWEAR, INC., A CALIFORNIA CORPORATION. IN ADDITION, WHEN USED IN THIS
FILING, THE WORDS "BELIEVES," "ANTICIPATES," "INTENDS," "IN ANTICIPATION OF,"
"EXPECTS," AND SIMILAR WORDS ARE INTENDED TO IDENTIFY CERTAIN FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON OUR COMPANY'S
EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF
WHICH ARE BEYOND OUR COMPANY'S CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CHANGES IN TRENDS IN THE
ECONOMY AND OUR COMPANY'S INDUSTRY, DEMAND FOR OUR COMPANY'S PRODUCTS,
UNEXPECTED CHANGES IN FASHION TRENDS, PRIOR SEASON INVENTORIES, COMPETITION,
REDUCTIONS IN THE AVAILABILITY OF FINANCING AND AVAILABILITY OF RAW MATERIALS,
THE SEASONAL NATURE OF OUR COMPANY'S BUSINESS, THE EXTREMELY COMPETITIVE NATURE
OF THE GOLF APPAREL AND SPORTSWEAR INDUSTRIES AND OTHER FACTORS. IN LIGHT OF
THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO ASSURANCE THAT THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FILING WILL IN FACT OCCUR. IN
ADDITION TO THE INFORMATION EXPRESSLY REQUIRED TO BE INCLUDED IN THIS FILING, WE
WILL PROVIDE SUCH FURTHER MATERIAL INFORMATION, IF ANY, AS MAY BE NECESSARY TO
MAKE THE REQUIRED STATEMENTS, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE
MADE, NOT MISLEADING.

ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

Through our wholly-owned subsidiary, Avid Sportswear, Inc., we design,
manufacture and market distinctive premium and moderately-priced sportswear. We
sell our products primarily through golf pro shops and resorts, corporate sales
accounts and better specialty stores. Our sportswear is marketed under the
following labels:

o Avid Sportswear;
o Dockers Golf; and
o British Open Collection.

We market larger size sportswear under the "Avid Sportswear" label, in
both premium and moderately-priced product categories. Our moderately-priced
product, regular size product category is marketed under the "Dockers Golf"
label, while our premium-priced, regular size product category is marketed under
the "British Open Collection" label. Eventually our product line may include
non-apparel, golf-related products. Our products feature distinctive,
comfortable designs made primarily of natural fibers. All of our products are
manufactured by independent contractors. Embroidering, warehousing and certain
other functions are performed in a leased facility located in Gardena,
California. Our goal is to become one of the most recognized and respected
brands in sports apparel by expansion of existing labels, purchasing other
apparel businesses or licensing other brand names. We believe this industry is
highly fragmented and ripe for consolidation.

We were formed on September 19, 1997 in Nevada under the name Golf
Innovations Corp. We had no significant operations until March 1, 1999, at which
time we acquired Avid Sportswear, Inc. From its inception on October 6, 1988 in
California, Avid Sportswear, Inc.'s business has involved the design,
manufacture and marketing of golf apparel. On March 1, 1999, Avid Sportswear,
Inc. became our wholly-owned subsidiary and it continues to operate as a
separate legal entity. To better identify ourselves with the "Avid Sportswear"
brand, we changed our name to Avid Sportswear & Golf Corp. on May 27, 1999. All
of our operations are conducted through Avid Sportswear, Inc.

FINANCIAL PERFORMANCE

We have historically lost money. For the year ended December 31, 1999, we
sustained losses of $4,742,597. For the years ended December 31, 1998 and 1997
(which excludes the operating results of our wholly-owned subsidiary), we
sustained losses of $241,548 and $5,609, respectively. Our independent auditors

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have noted that our company does not have significant cash or other material
assets to cover its operating costs and to continue as a going concern.
Accordingly, we may experience significant liquidity and cash flow problems if
we are not able to raise additional capital as needed and on acceptable terms.
For more information concerning our financial performance, please see "Risk
Factors - We Have Historically Lost Money and Losses May Continue in the Future"
and "Management's Discussion and Analysis or Plan of Operation."

PURCHASE OF AVID SPORTSWEAR, INC.

On December 18, 1998, we entered into an agreement to purchase Avid
Sportswear, Inc. from its shareholders. The purchase was completed on March 1,
1999. We paid $725,000 in cash and issued 1,100,000 shares of our common stock
to the former shareholders of Avid Sportswear, Inc. In connection with the
purchase, we were required to advance $1,826,111 to Avid Sportswear, Inc. to be
used to satisfy certain liabilities owed by Avid Sportswear, Inc. Avid
Sportswear, Inc. remains liable for any liabilities which existed on March 1,
1999. We received standard representations and warranties from the former
shareholders of Avid Sportswear, Inc., who also agreed to indemnify us for
certain events.

LICENSES TO USE CERTAIN TRADEMARKS

Of the three labels our products are marketed under, the "Dockers Golf"
and "British Open Collection" are licensed from their respective owners. The
"Avid Sportswear" label is owned by our wholly-owned subsidiary. A description
of these licenses follows:

BRITISH OPEN COLLECTION. On December 8, 1998, our wholly-owned subsidiary
obtained the sole and exclusive right and license to use certain trademarks
associated with the British Open Golf Championship. The licensor is The
Championship Committee Merchandising Limited, which is the exclusive licensor of
certain trademarks from The Royal & Ancient Golf Club of St. Andrews, Scotland.
This license is for the United States and its territories and has a seven year
term. Under this license, our wholly-owned subsidiary may manufacture,
advertise, distribute and sell products bearing the licensed trademarks to
specialty stores and the menswear departments of department stores. It is not
permitted to sell these products to discount stores or mass-market retail
chains. In return for this license, our wholly-owned subsidiary must pay the
licensor, on a quarterly basis, a royalty equal to five percent of net wholesale
sales of products bearing these trademarks, subject to a guaranteed minimum
royalty. Net wholesale sales means the invoiced wholesale billing price, less
shipping, discounts actually given, duties, insurance, sales taxes, value-added
taxes and credits allowed for returns or defective merchandise. Our wholly-owned
subsidiary may also deduct uncollectible accounts up to a total of five percent
of such sales. The guaranteed minimum royalty is as follows:

Contract Year: Minimum Royalty:
-------------- ----------------
1 $100,000
2 $125,000
3 $150,000
4 $175,000
5 $200,000
6 $200,000
7 $200,000

The licensor has the right to approve or disapprove in advance of sale the
quality, style, color, appearance, material and worksmanship of all licensed
products and packaging. It may also approve or disapprove any and all
endorsements, trademarks, trade names, designs and logos used in connection with
the license. Our wholly-owned subsidiary must submit samples of the licensed
products to the licensor for examination and approval or disapproval prior to
sale.

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products to approved retailers. The licensor is Levi Strauss & Co. This license
is for the United States, its territories and Bermuda. It has an initial term
expiring on December 31, 2003 and will renew for an additional three year term
expiring December 31, 2006 if: (i) net sales of the licensed products for
calendar year 2002 are at least $17.0 million and (ii) our wholly-owned
subsidiary has not violated any material provisions of the license. Thereafter,
the licensor will negotiate in good faith for up to two additional three year
terms if: (i) the license is renewed for the initial renewal period, (ii) our
wholly-owned subsidiary's net sales for each year in the initial renewal period
have exceeded its projected sales for each such year and (iii) our wholly-owned
subsidiary has not violated any material provisions of the license. Subject to a
guaranteed minimum royalty, our wholly-owned subsidiary must pay the licensor a
royalty of six percent of net sales of first quality products and four percent
of net sales of second quality products and close-out or end-of-season products.
If second quality products and close-out or end-of-season products account for
more than ten percent of total licensed product sales, then the royalty on such
products will be six percent instead of four percent. The guaranteed minimum
royalty is as follows:

Contract Year: Minimum Royalty:
-------------- ----------------
1 $250,000
2 $540,000
3 $765,000
4 $990,000

The guaranteed minimum royalty in the initial renewal period, if any, will
be equal to seventy-five percent of our wholly-owned subsidiary's projected
earned royalty derived from the sales plan provided for each annual period
contained in the initial renewal period. The guaranteed minimum royalty is
payable quarterly, except for the first year in which it is payable as follows:
$25,000 on March 31, 2000, $50,000 on June 30, 2000, $75,000 on September 30,
2000 and $100,000 on December 31, 2000.

Our wholly-owned subsidiary is required to spend at least three percent of
its projected sales of licensed products for each year on advertising for this
brand. Between June 1, 1999 and December 31, 1999, it was required to spend at
least $240,000 on initial product launch advertising. The license requires our
wholly-owned subsidiary to produce two collections per year for the
spring/summer and winter/fall seasons, in at least 52 styles, of which 40 must
be tops and 12 bottoms. The licensor has the right to approve or disapprove in
advance of sale the trademark use, styles, designs, dimensions, details, colors,
materials, workmanship, quality or otherwise, and packaging. The licensor also
has the right to approve or disapprove any and all endorsements, trademarks,
trade names, designs and logos used in connection with the license. Samples of
the licensed products must be submitted to the licensor for examination and
approval or disapproval prior to sale.

BUSINESS STRATEGY

Our goal is to become one of the most recognized and respected brands in
sports apparel. Key elements of our business strategy include:

o EXPAND PRODUCT LINE. We intend to expand our product line by
licensing or purchasing existing brands of sportswear. We expect to
target brands which will complement the existing brands by filling a
perceived market niche, having name recognition and/or offering new
price points. We believe this strategy is best demonstrated by the
purchase of the "Avid Sportswear" label and the license of the
"Dockers Golf" and "British Open Collection" labels. We also intend
to continue to expand our product line to include slacks, shorts and
outerwear by capitalizing on our existing and future brands.

o MARKET PENETRATION OF EXISTING LABELS. We hope to leverage our
brands into greater shelf space by cross-promoting our products and
by offering in-store fixturing programs. In addition, we intend to
hire additional sales staff and independent sales representatives to
broaden our customer base. Our customer base consists of
approximately 5,500 customers in the United States compared to a
market, we estimate, of more than 15,000 golf pro shops and 3,500
better specialty stores. We intend to use our labels and sales staff
to broaden our customer base and increase our average order size.

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o INTERNATIONAL MARKETS. We believe the international markets will
provide us with new opportunities for the Avid Sportswear label and
other labels we may acquire in the future. We intend to enter these
markets by using distributors and licensees who are familiar with
the local markets. We believe international markets are receptive to
American lifestyle apparel brands in general and will be receptive
to the Avid Sportswear label in particular.

MARKET

Our target customers are sport-minded professional men and women who like
casual, high-quality and distinctively styled apparel that reflects an active
lifestyle. We believe golf's popularity has risen in recent years. According to
the National Golf Foundation and McKinsey & Company, the number of rounds played
in the United States was 530 million rounds in 1998 and is projected to increase
to 630 million rounds in 2010. Over this same time frame, according to the
National Golf Foundation and McKinsey & Company, the number of golfers in the
United States is projected to increase from 26 million golfers in 1998 to 29
million golfers by 2010. The National Golf Foundation projects the market for
sales of sportswear apparel sold through all golf facilities to increase between
3% to 5% annually through 2005. As indicated above, we believe there are over
15,000 golf pro shps and 3,500 better speciality stores in the United States.

COMPETITION

The sportswear and outerwear segments of the apparel industry are highly
competitive. Competition is based primarily on brand recognition, product
differentiation and quality, style and production flexibility. Five companies
account for about one-quarter of all apparel sales in the industry. These
companies are: Polo/Ralph Lauren, Cutter & Buck, Ashworth, Antiqua and Izod.
Between 200 and 300 companies account for the remaining apparel sales in the
industry. Many of these companies have greater resources and sell brands with
greater name recognition than us. We are attempting to differentiate ourselves
from our competitors by purchasing or licensing well-established brand names and
producing high quality, stylish sportswear.

PRODUCTS

We design industry-leading products which feature high-quality materials,
such as fine-gauge combed cotton, virgin wools and performance microfibers. Our
products are finished with unique trims, special fabric finishes and washes and
extra needlework. All of our manufacturing is outsourced to independent
contractors. We offer distinctive products under the following three labels:

o Avid Sportswear;
o Dockers Golf; and
o British Open Collection.

AVID SPORTSWEAR. The Avid Sportswear label is designed exclusively for the
men's market and is sold in the premium and mid-priced product categories. This
product line features larger sizing, higher quality materials and sewing, and
more detailed designs in the premium category than in the mid-priced category.
It is marketed to golfers and others.

DOCKERS GOLF. The Dockers Golf label is designed for the men's market. It
is marketed to brand-conscious golfers seeking moderately priced, high quality
golf apparel. This label appeals to the casual market, and is rugged and
durable.

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BRITISH OPEN COLLECTION. The British Open Collection label is designed for
the men's market. It is marketed exclusively as a premium brand, and will
combine the elegance and tradition that characterizes the British Open Golf
Tournament. This label is made of the finest quality material and features
detailed designs and embroidery.

PRODUCT DEVELOPMENT

Our experienced product development team determines product strategy,
color and fabric selection. With respect to the "British Open Collection" and
"Dockers Golf" labels, the respective licensors have the right to approve or
disapprove the design and other aspects of our products prior to sale and may
require modifications. Our design and production teams coordinate product
development, negotiate price and quantity with cutting and sewing contractors,
purchase fabrics and trim, and establish production scheduling. These teams also
coordinate the inspection of fabric deliveries and perform fabric testing for
shrinkage and color-fastness. Except for embroidering, all manufacturing is
outsourced to independent contractors. We do not have any long-term agreements
with our contractors. Our quality control personnel are responsible for
inspecting finished goods on arrival from our contractors.

The production of our product lines is time sensitive. Due to seasonal
variations in the demand for golf apparel, we are required to forecast market
demand, place raw material orders and schedule cutting and sewing services in
order to have inventory available to meet projected sales. Our designs are
usually finalized between six and nine months prior to the display of our
seasonal product lines by customers. We design for two collections per year, the
spring/summer and winter/fall seasons. Collections are shipped about three to
four months in advance of display by our customers.

Since we did not begin significant operations until March 1, 1999, the
date we acquired Avid Sportswear, Inc., we did not spend any money on product
development in 1998 or 1997. We estimate that Avid Sportswear, Inc. spent
$350,000 in 1999 and $250,000 in 1998. We expect to spend approximately $350,000
in 2000 on product development. None of these costs were borne directly by our
customers.

SOURCES OF SUPPLY

The design staff is responsible for creating innovative products for our
two seasonal collections. During the design process, our manufacturing sources
develop new seasonal textiles in association with the design team. This enables
us to source a wide variety of textile and printed artwork designs. Our
materials are sourced from a wide variety of domestic and foreign suppliers. The
only key supplier we significantly rely on is Levi Strauss & Co., which sources
some of the products sold under the Dockers Golf label. We believe we can
replace the loss of any supplier other than Levi Strauss & Co. without causing
any material harm to our business.

DISTRIBUTION AND SALES

GENERAL. Our products are distributed in the United States primarily
through golf pro shops, resorts and specialty stores. Our products are sold
through a dedicated sales staff as well as independent sales representatives. As
of December 31, 1999, our sales staff was composed of five employees and
twenty-two independent sales representatives. Each employee or sales
representative is responsible for serving targeted accounts in a specific
geographic region through merchandise consultation and training, and for meeting
specific account growth and average-order-size goals. They present our
collections each season at national and regional trade shows and at customers'
stores through promotional literature and samples. In addition to other
responsibilities, these employees and sales representatives implement our
merchandise fixturing program with suitable golf pro shops, resorts and
specialty stores. Our products are typically sold on open account with payment
required within thirty days. Department stores and other chains may require
extended credit terms as a condition to carrying a product line. We will where
required conform to this industry practice.

AVID SPORTSWEAR. The Avid Sportswear product line is distributed in the
United States primarily through golf pro shops, resorts and specialty stores.
This product line has a base of approximately 5,500 customers, and is an
approved vendor with Collegiate Licensing Company and sells to several
professional sports teams.

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BRITISH OPEN COLLECTION. The British Open Collection product line is
distributed in the United States primarily through department stores and
high-end golf pro shops. This product line has a base of approximately 500
customers. In the upcoming season, we intend to expand our customer base by
targeting high-end golf pro shops, resorts and specialty stores.

DOCKERS GOLF. The Dockers Golf product line is distributed in the United
States primarily through golf pro shops and specialty golf stores. This product
line has a base of approximately 2,000 customers. We believe this product line
will have broad appeal and expect to target traditional mass merchandise retail
outlets as well as the golf pro shops, resorts and specialty stores.

MERCHANDISING AND MARKETING

We believe our three labels are well-positioned to cater to three distinct
product categories - the larger size, premium-priced and moderately-priced
product categories. Avid Sportswear features harder-to-find, larger sizes in the
premium and moderately priced product categories. The British Golf Collection is
an upscale, premium priced product line, and the Dockers Golf is a brand
conscious, moderately priced product line. We hope to leverage these brands to
expand our product offerings, customer base and average-order-size. All of our
products have golf-themes and are color-related. Our labels are generally
featured prominently on our products and displays to help build brand loyalty.
Our products are directed at sports-minded professional men who like casual,
high-quality and distinctively styled apparel that reflects an active lifestyle.
We expect our product lines to appeal to both golfers and others who identify
with an active lifestyle.

We currently advertise in national and regional trade magazines and
participate in various trade shows. Our products are also marketed on the World
Wide Web at http://www.avidsportswear.com, where we provide information and
pictures of products. Our promotional program offers point-of-sale displays
maintained by our sales staff and independent sales representatives. This
in-store fixturing program helps to showcase these collections and enhances our
brand image at the point of sale. The fixtures are designed to display assorted
elements of our collections and allow the consumer to easily assemble and
purchase coordinated outfits.

Our merchandise is sold and shipped to customers in collection groups. We
believe this will help to reinforce the strength of our product offerings.

For specialty items, we have developed an in-house embroidery service and
also work with independent embroiderers to embroider the customer's name or logo
on our garments.

ORDER BOOKING CYCLE AND BACKLOG

We receive our orders for a season over a ten month period beginning when
samples are first shown to customers and continuing into the season. We begin to
take orders for our fall collections in January, generally for delivery between
May and October and for our spring collection in August, generally for delivery
between November and April. Our domestic backlog, which consists of open,
unfilled customer orders, has not historically comprised a significant part of
our business. We expect our domestic backlog to become significant in the future
with the appeal of the Dockers Golf and British Open Collection labels.

INTELLECTUAL PROPERTY

We are attempting to build a brand name in the golf apparel industry. To
that end, we have received trademark protection in the United States for the
"Avid" name and logo. We are evaluating whether to apply for trademark
protection in other countries. Our name and logo are regarded as valuable assets
and critical to marketing our products.

The names and logos associated with the "British Open Collection" and
"Dockers Golf" are licensed from their respective owners.

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EMPLOYEES

We have a total of 35 full-time employees in the United States. Of the
total number of full-time employees, 5 work in marketing and sales, 11 in
embroidery and sewing, 4 work in warehousing and delivery, 3 work in design and
production control and 12 work in administrative and other support positions.
Currently, we also contract with 31 independent sales representatives. None of
our employees is a member of a union. We consider our relations with our
employees to be good.

MR. INGARFIELD OBTAINED CONTROL OF OUR COMPANY ON JUNE 4, 1998

As mentioned earlier in this filing, we were formed on September 19,
1997 in Nevada. On or about June 4, 1998, Lido Capital Corporation, an entity
wholly-owned by our President, Mr. Ingarfield, purchased 3,000,000 shares of
common stock (adjusted for a 3 for 1 stock split) for $150,000 from our founding
shareholders, Thomas Gelfand, Robert Gelfand and Jin Sook Lee. At the time of
the purchase, our company had 6,300,000 shares of common stock outstanding
(adjusted for a 3 for 1 stock split). As a result, Mr. Ingarfield owned 47.6% of
our company's outstanding capital stock. Mr. Ingarfield currently owns 48.3% of
our company's outstanding capital stock.

CERTAIN BUSINESS RISK FACTORS

Our Company is subject to various risks which may materially harm our
business, financial condition and results of operations. YOU SHOULD CAREFULLY
CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION
IN THIS FILING BEFORE DECIDING TO PURCHASE OUR COMMON STOCK. THESE ARE NOT THE
ONLY RISKS AND UNCERTAINTIES THAT WE FACE. IF ANY OF THESE RISKS OR
UNCERTAINTIES ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING
RESULTS COULD BE MATERIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

We have historically lost money. In the years ended December 31, 1999 and
December 31, 1998, we sustained losses of $4,742,597 and $241,548, respectively.
The losses for 1998 exclude the operating results of our wholly-owned subsidiary
because it was not acquired until March 1, 1999. Assuming the purchase of our
wholly-owned subsidiary had occurred on January 1, 1998 instead of on March 1,
1999, we would have sustained losses of $1,218,340 in 1998. Future losses are
likely to occur. Our independent auditors have noted that our company does not
have significant cash or other material assets to cover its operating costs and
to allow it to continue as a going concern. Our ability to obtain additional
funding will determine our ability to continue as a going concern. Accordingly,
we may experience significant liquidity and cash flow problems if we are not
able to raise additional capital as needed and on acceptable terms. No
assurances can be given that we will be successful in reaching or maintaining
profitable operations.

WE RELY ON EXTERNAL CAPITAL TO FINANCE OPERATIONS

We rely on significant external financing to fund our operations. Such
financing has historically come from a combination of borrowings and sale of
common stock. We will continue to depend on external financing for the
foreseeable future. We will need to raise additional capital to fund our
anticipated operating expenses and future expansion. Among other things,
external financing will be required to cover our operating costs and to fulfill
our obligations under the licenses for the "Dockers Golf" and "British Open
Collection" brands. These licenses require the payment of minimum guaranteed
royalties, whether we sell licensed products or not. We cannot assure you that
external financing will be available when needed or on favorable terms. We do
not have a formal commitment for additional capital and we cannot assure you
that any such capital will be forthcoming. The sale of our common stock to raise
capital may cause dilution to our existing shareholders. Our inability to obtain
adequate financing will result in the need to curtail business operations, and
may also jeopardize our ability to satisfy the guaranteed minimum royalty

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obligations referred to above. Such an event may result in the termination of
our licenses. Any of these events would be materially harmful to our business
and may result in a lower stock price.

RELIANCE ON RELATED PARTIES FOR FINANCING

The Company has historically relied on funding provided by certain
officers and directors. See "Certain Relationships and Related Transactions." No
assurance can be given that these officers and directors will fund our
operations in the future, as these related parties have no legal obligation to
provide such funding. Until our operations become self-sufficient, if at all, or
we obtain sufficient capital from other sources, the decision by these officers
and directors to stop funding us in the future will result in the need to
curtail business operations, and may also jeopardize our ability to satisfy the
minimum royalty payments payable under the Dockers Golf and British Open
Collection licenses. This outcome may result in a lower stock price.

WE HAVE BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME

Because we have been in business for a short period of time, there is
limited information upon which investors can evaluate our business. We were
formed on September 19, 1997 but did not begin significant operations until the
purchase of our wholly-owned subsidiary on March 1, 1999. You should consider
the likelihood of our future success to be highly speculative in view of our
limited operating history, as well as the complications frequently encountered
by other companies in the early stages of development, particularly companies in
the highly competitive sports apparel industry.

OUR PLANNED PURSUIT OF ACQUISITIONS INVOLVES RISKS THAT MAY ADVERSELY
AFFECT OUR OPERATING RESULTS AND FINANCIAL CONDITION

As part of our growth strategy, we plan to pursue acquisitions. Candidates
for acquisition include businesses that are anticipated to allow us to:

o Achieve economies of scale in terms of purchasing, distribution and
profitability;
o Enhance our name recognition and reputation;
o Obtain rights to well-recognized brand names;
o Fill a perceived market niche; or
o Acquire products offering new price points.

If we are not correct when we assess the value, strength, weaknesses,
liabilities and potential profitability of acquisition candidates or we are not
successful in integrating the operations of the acquired businesses, our results
of operations or financial position could be adversely effected and we could
lose money. We also may not be successful in finding desirable acquisition
candidates or completing acquisitions with candidates that we identify. Future
acquisitions that we finance through issuing equity securities could be dilutive
to existing shareholders. In addition, future acquisitions may require
additional capital and the consent of our lenders. There can be no assurances
that our lenders will consent to any capital raising or acquisitions.

WE MAY BE UNABLE TO MANAGE GROWTH

Successful implementation of our business strategy requires us to manage
our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

o Implement changes in certain aspects of our business;
o Enhance our information systems and operations to respond to
increased demand;
o Attract and retain qualified personnel; and
o Develop, train and manage an increasing number of management-level
and other employees.

If we fail to manage our growth effectively, our business, financial
condition or operating results could be materially harmed, and our stock price
may decline.

9
<PAGE>

WE RELY ON CONTRACTORS FOR OUR PRODUCTION

All of our production is outsourced to independent contractors. We do not
have long-term agreements with contractors. Our contractors are concentrated
over a small number of companies. This concentration could materially harm our
business if the contractors had an interruption of business or were unable or
unwilling to meet our production needs. We would experience significant delays
in shifting our production needs to other contractors because of complex
fabrication, unique trims and extensive detailing of our products. Delays in
production, inconsistent or inferior garment quality and other factors beyond
our control would materially harm our relationship with customers, our
reputation in the industry, our sales and profitability and our relationship
with licensors.

WE RELY ON FOREIGN SUPPLIERS AND BUY MANY PRODUCTS USING LETTERS OF CREDIT

We obtain all of our garments from independent foreign and domestic
suppliers. We do not have formal agreements with these suppliers. Our reliance
on foreign suppliers may be effected by economic, political, governmental and
labor conditions in such foreign countries. This may delay or cut-off our
ability to source materials needed in production or may increase the price of
such materials. Such events would harm our business. In addition, several of our
suppliers have required us to obtain a letter of credit prior to purchasing any
garments. The Company may have to utilize a significant portion of its available
working capital to secure these letters of credit.

WE MAY BE HARMED BY IMPORT RESTRICTIONS

Our imported materials are subject to certain quota restrictions and U.S.
customs duties, which are a material part of our cost of goods. A decrease in
quota restrictions or an increase in customs duties could harm our business by
making needed materials scarce or by increasing the cost of such materials.

OUR COMMON STOCK PRICE MAY BE LOWER DUE TO QUOTATION ON THE "PINK SHEETS"

Our common stock has historically been quoted on the OTC Bulletin Board
under the symbol "AVSG." Our common stock was no longer eligible for such
quotation as of December 2, 1999 because this Form 10-SB had not been declared
effective by the Securities and Exchange Commission by such date. Our common
stock is currently quoted on the "pink sheets" and we anticipate that our common
stock will be quoted again on the OTC Bulletin Board if this Form 10-SB becomes
effective. Generally, common stock which is quoted on the "pink sheets" has less
liquidity than stock quoted on the OTC Bulletin Board because some
broker-dealers will not execute orders for stock quoted on the "pink sheets" and
because pricing information is more difficult to obtain. This illiquidity may
result in a lower stock price.

HOLDERS OF RESTRICTED STOCK WILL NOT BE ALLOWED TO SELL SUCH STOCK FOR 90
DAYS

Much of our outstanding common stock constitutes "restricted securities"
under Rule 144 promulgated under the Securities Act of 1933 (the "1933 ACT").
Restricted securities are securities acquired from an issuer or an affiliate of
an issuer in a transaction not involving a public offering (i.e., a private
placement). Such securities may be sold in accordance with Rule 144. Upon the
effective date of this filing, our company will become a "reporting" company and
will be required to file periodic reports with the Securities and Exchange
Commission. Pursuant to Rule 144, a reporting company must be subject to the
reporting requirements for a period of at least 90 days immediately prior to a
sale of restricted securities. As such, holders of restricted securities will
not be able to rely on Rule 144 to sell restricted securities for a 90 day
period immediately following the effective date of this filing. Even after the
expiration of this 90 day period, holders of restricted securities must, prior
to selling such securities, present our company with a legal opinion in
satisfactory form stating that such securities may be sold in reliance on Rule
144.

10
<PAGE>

OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY

Our common stock has experienced, and is likely to experience in the
future, significant price and volume fluctuations which could adversely affect
the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results, announcements by other designers and marketers of
sportswear, and changes in the overall economy or the condition of the financial
markets could cause the price of our common stock to fluctuate substantially.

OUR COMMON STOCK MAY BE DEEMED TO BE "PENNY STOCK"

Our common stock may be deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny
stocks are stock:

o With a price of less than $5.00 per share;

o That are not traded on a "recognized" national exchange;

o Whose prices are not quoted on the Nasdaq automated quotation system
(Nasdaq listed stock must still have a price of not less than $5.00
per share); or

o In issuers with net tangible assets less than $2.0 million (if the
issuer has been in continuous operation for at least three years) or
$5.0 million (if in continuous operation for less than three years),
or with average revenues of less than $6.0 million for the last
three years.

Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to resell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.

OUR STOCK PRICE COULD DECLINE DUE TO SEASONAL FLUCTUATIONS IN THE DEMAND
FOR OUR PRODUCTS AND GENERAL ECONOMIC CONDITIONS

Our business has been, and will continue to be, highly seasonal, and our
quarterly operating results will fluctuate due to the seasonality of our sales
of sportswear, among other things. Our sales tend to be highest during our first
and second calendar quarters (i.e., January through June), and lowest during our
third and fourth calendar quarters (i.e., July through December). Other factors
contributing to the variability of our operating results include:

o Seasonal fluctuation in consumer demand;
o The timing and amount of orders from key customers; and
o The timing and magnitude of sales of seasonal remainder merchandise
and availability of products.

In addition, any downturn, whether real or perceived, in general economic
conditions or prospects could change consumer spending habits and decrease
demand for our products.

As a result of these and other factors, our operating results may fall
below market analysts' expectations in some future quarters, and our stock price
may decline.

OUR OFFICERS AND DIRECTORS EXERCISE CONTROL OF THE COMPANY

Our executive officers and directors beneficially own approximately 66.0%
of our outstanding common stock. As a result, these shareholders acting together
would be able to exert significant influence over most matters requiring
shareholder approval, including the election of directors. They would also be
able to delay or deter a change in control, which may result in shareholders not
receiving a premium on their stock.

11
<PAGE>

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

Our success largely depends on the efforts and abilities of key executives
and consultants, including Earl T. Ingarfield, our Chairman and Chief Executive
Officer, Jerry L. Busiere, our Secretary, Treasurer and a Director, and Barnum
Mow, Chief Executive Officer and President of our wholly-owned subsidiary and a
Director of our company. The loss of the services of any of these people could
materially harm our business because of the cost and time necessary to replace
and train such personnel. Such a loss would also divert management attention
away from operational issues. We do not have an employment agreement with Mr.
Busiere. We have entered into three year employment agreements with Mr.
Ingarfield and Mr. Mow, respectively. We do not maintain key-man life insurance
policies on any of these people.

WE FACE RISKS RELATED TO COLLECTION OF RECEIVABLES

We extend credit to our customers based on an assessment of their
financial circumstances, generally without requiring collateral. Our business is
seasonal and we may, in the future, offer customer discounts for placing
pre-season orders and extended payment terms for taking delivery before the peak
shipping season. Any such extended payment terms increase our exposure to the
risk of uncollectible receivables. Some of our customers have experienced
financial difficulties in the past, and future financial difficulties of
customers could materially harm our business. We have a limited amount of
experience in managing our credit and collection operations. Our inability to
properly manage this credit risk and to collect trade credit will further strain
our cash position and hamper our ability to pay our bills.

WE COULD FAIL TO ANTICIPATE CHANGES IN FASHION TRENDS

Fashion trends can change rapidly, and our business is particularly
sensitive to such changes because we typically design and arrange for the
manufacture of our apparel substantially in advance of sales of our products to
consumers. We cannot assure you that we will accurately anticipate shifts in
fashion trends, or in the popularity of golf, and adjust our merchandise mix to
appeal to changing consumer tastes in apparel in a timely manner. If we misjudge
the market for our products or are unsuccessful in responding to changes in
fashion trends or in market demand, we could experience insufficient or excess
inventory levels, missed market opportunities or higher markdowns, any of which
could substantially harm our business and our brand image.

WE FACE SUBSTANTIAL COMPETITION IN OUR BUSINESS

The sportswear and outerwear segments of the apparel industry are highly
competitive. Competition is based primarily on brand recognition, product
differentiation and quality, style and production flexibility. Our future growth
and financial success depend on our ability to further penetrate and expand our
distribution channels, including golf, corporate, international and retail
sales. We encounter substantial competition in the golf distribution channel
from Polo/Ralph Lauren, Cutter & Buck, Ashworth, Antiqua and Izod. Many of our
competitors are significantly larger and more diversified than we are and have
substantially greater resources available for developing and marketing their
products. Many of our competitors' brands also have greater name recognition
than our brands. In addition, our competitors may be able to enter the emerging
e-commerce marketplace more quickly or more efficiently than us. We cannot
assure you that we will successfully compete in this industry.

OUR FLEXIBILITY TO USE ANY CASH FROM OUR OPERATIONS OR EXTERNAL FINANCING
MAY BE LIMITED DUE TO MINIMUM ROYALTY PAYMENTS

We are required to pay minimum royalty payments under the licenses for the
"Dockers Golf" and "British Open Collection," whether we sell licensed products
or not. Our ability to use available cash as we see fit may be restricted due to
our obligation to pay these minimum royalty payments. This could place a strain
on our ability to pay other bills or to spend such cash in the most productive
manner. As a result, we may not be able to purchase equipment, to take advantage
of corporate opportunities or to maximize our operating results.

12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS OF OUR COMPANY AND THE NOTES THERETO APPEARING
ELSEWHERE IN THIS FILING.

OVERVIEW

Through our wholly-owned subsidiary, we design, manufacture and market
distinctive premium and moderately-priced sportswear. We sell our products
primarily through golf pro shops and resorts, corporate sales accounts and
better specialty stores. Our sportswear is marketed under three distinct labels:
Avid Sportswear, British Open Collection and Dockers Golf. From our
incorporation on September 19, 1997 until March 1, 1999, we had no operations.
On March 1, 1999, we acquired Avid Sportswear, Inc., which has been in the
business of designing, manufacturing and marketing golf apparel since October 6,
1988. For accounting purposes, the acquisition was treated as a purchase of Avid
Sportswear, Inc. All of our business operations are conducted through Avid
Sportswear, Inc.

The following financial statements of our company and our predecessor
company, Golf Innovations Corp., are included in this filing:

o Audited balance sheet as of December 31, 1999 and audited statements
of income, cash flows and changes in stockholders' equity for the
years' ended December 31, 1999 and 1998.

o Audited balance sheet as of December 31, 1998 and audited statements
of income, cash flows and changes in stockholders' equity for the
years ended December 31, 1998 and 1997 (predecessor).

Note 6 of our company's audited financial statements includes an unaudited
consolidated pro forma balance sheet as of December 31, 1998 and an unaudited
consolidated pro forma statement of income for the year ended December 31, 1998.
These pro forma financial statements assume for comparison purposes that our
company had acquired Avid Sportswear, Inc. on January 1, 1998 instead of March
1, 1999.

The following financial statements of Avid Sportswear, Inc. are included
in this filing:

o Audited balance sheet as of December 31, 1998 and audited statements
of income, cash flows, and changes in stockholders' equity for the
years ended December 31, 1998 and 1997.

Note 10 of Avid Sportswear, Inc.'s audited financial statements includes
an unaudited consolidated pro forma balance sheet as of December 31, 1998 and an
unaudited consolidated pro forma statement of income for the year ended December
31, 1998. These pro forma financial statements assume for comparison purposes
that our company had acquired Avid Sportswear, Inc. on January 1, 1998 instead
of March 1, 1999.

PLAN OF OPERATIONS

ADDITIONAL FUND RAISING ACTIVITIES. As of December 31, 1999, we had
$237,407 cash-on-hand. Since that time, we have funded our operations through a
combination of internally generated cash and funds loaned to our company by
certain of its officers and directors. See "Certain Relationships and Related
Parties." On November 19, 1999, we replaced our existing $500,000 loan with
First State Bank with a new $1,000,000 loan. This revolving line of credit is
secured by substantially all of our assets. We will need to raise additional
funds to meet expected demand for our products in 2000 and beyond. Expenses are
anticipated to increase in preparation of the upcoming season due to, among
other things, the addition of the Dockers Golf and British Open Collection
labels. If we underestimate demand or incur unforeseen expenses in our product
design or other areas, such funds may be required earlier. We expect to raise
additional funding from the sale of unregistered securities, including a private
placement offering of up to 7,142,858 shares of common stock at a purchase price
of $0.35 per share. This disclosure does not constitute an offer of any
securities for sale, and no assurances can be given that the offering will be
successful.

SUMMARY OF ANTICIPATED PRODUCT DEVELOPMENT. We spent approximately
$350,000 on product development in 1999 and expect to spend approximately
$350,000 on product development in 2000 in preparing for future seasons and in
designing products for the Dockers Golf and British Open Collection labels.
Because these product development efforts are in their infancy, we expect these
efforts to continue into the foreseeable future. Initially, these efforts are

13
<PAGE>

expected to focus on golf-related apparel and may eventually include other types
of apparel. Even after our product lines mature, we expect product development
to remain a significant expense due to changing fashions and other factors. We
expect a national roll-out of our Dockers Golf and British Open Collection
labels in the Fall of 2000.

SIGNIFICANT PLANT AND EQUIPMENT PURCHASES. In 2000, we expect to purchase
computer hardware and software, telephone and embroidery equipment. We estimate
that the cost of this equipment to be approximately $725,000.

CHANGES IN NUMBER OF EMPLOYEES. 2000 in connection with our expected
growth plans. We believe that these personnel will be adequate to accomplish the
tasks set forth in the plan.

Existing Projected
Employers Employees
1999 2000
---- ----
Department
----------
Marketing and Sales 5 7
Embroidery and Sewing 11 20
Warehousing and Delivery 4 15
Design and Production Control 3 6
Administrative and other
Support Positions 12 25
-------- --------
Total Employees 35 73
-------- --------

Independent Contractors - Sales 31 34
======== ========

RESULTS OF OPERATIONS

The following table sets forth, for the periods presented, the percentage
of net sales represented by certain items in our company's Consolidated
Statement of Operations for the year ended December 31, 1999 and in Avid
Sportswear, Inc.'s Statements of Operations for the years ended December 31,
1998 and 1997:

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
COMPANY AVID SPORTSWEAR, INC. AVID SPORTSWEAR, INC.

YEAR ENDED YEAR ENDED YEAR ENDED
DEC. 31, 1999 DEC. 31, 1998 DEC. 31, 1997
------------- ------------- -------------

<S> <C> <C> <C>
Sales, net 100.0% 100.0% 100.0%

Cost of goods sold (83.0%) (72.0%) (69.0%)
------- ------- -------
Gross margin 17.0% 28.0% 31.0%
------- ------- -------
Operating expenses (212.7%) (43.8%) (44.4%)
------- ------- -------
(Loss) Income from
operations (195.8%) (15.8%) (13.3%)
Interest expense (6.1%) (3.6%) (3.7%)
------- ------- -------
Net loss (200.9%) (20.0%) (18.3%)
======= ======= =======
</TABLE>

14
<PAGE>

Our results of operations for the year ended December 31, 1999 include
both our company and Avid Sportswear, Inc. Our operating expenses in this period
were $5.0 million, or 212.7% of net sales. This was primarily attributable to
employment costs of $1.4 million, marketing and advertising of $0.4 million,
travel of $0.3 million and common stock issued for promotional and other
services resulting in a total non-cash operating expense of approximately $1.9
million, consisting of the following issuances:

o 2,580,000 shares of common stock, valued at $0.75 per share, for
total cash consideration and debt conversion of $610,000 and debt
conversion of $35,000, or $0.25 per share. This resulted in a
non-cash operating expense of approximately $1.3 million to reflect
the difference between the $0.25 per share actually paid and the
$0.75 per share which our company had been selling shares of common
stock to independent third parties during the same time period.

o 800,000 shares of common stock, valued at $0.75 per share, for media
services. This resulted in a non-cash operating expense of $600,000.

SEASONALITY

As a result of these and other factors, our operating results may fall
below market analysts' expectations in some future quarters, which could
materially harm the market price of our common stock.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1999, we had $237,407 in cash-on-hand, consisting
mainly of the net proceeds from the sale of common stock. A discussion of how we
generated and used cash in the period follows:

OPERATING ACTIVITIES. Our operating activities used $2.3 million in cash
during the period, consisting mainly of a net loss of $4.6 million, partially
offset by common stock issued for services valued at $1.9 million.

INVESTING ACTIVITIES. Our investing activities used $0.3 million in cash
during the period, consisting mainly of the purchase of sewing, folding and
steam machines and embroidery equipment.

FINANCING ACTIVITIES. Financing activities provided net cash of $2.7
million, generated mainly by the sale of common stock in the amount of $1.8
million and the receipt of net loan proceeds of $1.3 million. These loan
proceeds consisted primarily of a $1.0 million revolving line of credit from an
institutional lender, loans of $1.2 million from Messrs. Ingarfield, Browning
and LaValliere and $0.3 million for the collection of a receivable from Mr.
Ingarfield. See "Certain Relationships and Related Transactions." This cash
received during the period was partially offset by the cash used to purchase
Avid Sportswear, Inc. The purchase price consisted of $0.7 million paid to the

15
<PAGE>

former shareholders of Avid Sportswear and the issuance of 1.2 million shares.
We also advanced to Avid Sportswear, Inc. $1.8 million to payoff certain
accounts payable.

Since December 31, 1999, we have funded our operations primarily through
funds loaned from certain of our company's officers and directors. These loans
totaled $0.9 million since December 31, 1999, including $0.6 million from Mr.
Ingarfield. See "Certain Relationships and Related Transactions." Expenses are
anticipated to increase in preparation of the upcoming season due to, among
other things, the addition of the Dockers Golf and British Open Collection
labels. Our need for funding will increase likewise. If we underestimate demand
or incur unforeseen expenses in our product design or other areas, such funds
may be required earlier.

GOING CONCERN OPINION

Our independent auditors have added an explanatory paragraph to their
audit opinions issued in connection with the 1999 and 1998 financial statements
which states that our company does not have significant cash or other material
assets to cover its operating costs and to allow it to continue as a going
concern. Our ability to obtain additional funding will determine our ability to
continue as a going concern. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

ITEM 3. DESCRIPTION OF PROPERTY.

Our corporate headquarters are located at 22 South Links Avenue, Suite
204, Sarasota, Florida 34236. Our corporate headquarters occupies about 2,017
square feet pursuant to a five year lease which will expire on June 30, 2004.
Most of our operations are conducted from a 39,640 square foot production and
warehouse facility in Gardena, California leased by our wholly-owned subsidiary.
This lease has a five year term, expiring on March 31, 2004. We believe our
existing facilities will be adequate for the foreseeable future.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of March 6, 2000, the names, addresses
and stock ownership in our company for the current directors and named executive
officers of our company and every person known to our company to own five
percent (5%) or more of the issued and outstanding shares of the common stock:

16
<PAGE>

SHARES PERCENTAGE OF
TITLE OF CLASS: NAME AND ADDRESS OF BENEFICIAL OWNER: BENEFICIARY OWNED: CLASS(1):
--------------- ------------------------------------- ------------------ ---------
<S> <C> <C> <C>
Common Earl T. Ingarfield(2), (4) 14,456,017 46.1%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Jerry L. Busiere 100,000 0.3%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Thomas L. Browning(4) 1,489,359 4.7%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Michael LaValliere(4) 1,590,017 5.1%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common David Roderick 1,000,000 3.2%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Barnum Mow(3) 2,064,477 6.6%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common All Officers and Directors as a Group(4) 20,699,870 66.0%
</TABLE>

- ----------------------
(1) Based on the number of shares of common stock outstanding as of March 6,
2000. On such date, we had 31,375,956 shares of common stock outstanding,
including options to purchase 864,477 shares at $0.375 per share granted
to Mr. Mow and options to purchase a total of 1,000,000 shares at $0.30
per share at $0.30 per share granted under our stock plan to Messrs.
Ingarfield, Browning, LaValliere and two other individuals. See "Executive
Compensation - Stock Plan." This excludes warrants to purchase 100,000
shares at an exercise price of $0.50 per share to an investor and warrants
to purchase 285,714 shares at an exercise price of $1.50 per share, and
warrants to purchase 39,000 shares at $0.01 per share.

(2) Includes all stock held by Mr. Ingarfield and Lido Capital Corporation, an
entity in which Mr. Ingarfield is the sole owner, officer and director.

(3) Includes options granted on January 25, 2000 to purchase 864,477 shares of
$0.375 per share.

(4) Includes options to purchase 200,000 shares at $0.30 per share granted to
each of Messrs. Ingarfield, Browning and LaValliere. See "Executive
Compensation - Stock Plan."

17
<PAGE>

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Information concerning our current executive officers and directors is set
forth in the following table:

NAME: AGE: POSITION:
----- ---- ---------

Earl T. Ingarfield 40 President, Chief Executive Officer and
Chairman

Jerry L. Busiere 65 Secretary, Treasurer and Director

Michael E. 39 Director
LaValliere

Thomas L. Browning 39 Director

Barnum Mow 43 Director and Chief Executive Officer and
President of Avid Sportswear, Inc.

David Roderick 47 Vice-President of Production and Design of
Avid Sportswear, Inc.

EARL T. INGARFIELD has been the Chief Executive Officer, President and
Chairman since June 1998. Since June 30, 1995, Mr. Ingarfield has also been the
sole owner of Lido Capital Corporation, a privately-held company in Sarasota,
Florida. From 1979 to 1987, he was a professional hockey player for the Atlanta
Flames, Calgary Flames and Detroit Red Wings. For many years, he has also been
involved in Indy-car racing, offshore boat racing and is an avid golfer.

JERRY L. BUSIERE has been the Secretary, Treasurer and a Director since
June 1998. Mr. Busiere has over forty-one years of experience in accounting and
taxation. From 1997 to July 1998, he was Controller of Lido Capital Corporation,
a privately-held company owned by Mr. Ingarfield. From 1989 to 1995, he was a
Senior Rate Analyst and Chief Financial Officer of Poly-Portables, Inc., a
Georgia-based manufacturing company. From 1962 to 1988, he owned his own
accounting practice. He has served as a consultant for numerous companies, such
as Wellcraft Boat Manufacturing, Englewood Disposal Service, Poly-Portables,
Inc., Colony Beach Resort, Buccaneer Inn and Far Horizon Resorts. He received an
A.S. Degree in 1973 from the University of South Florida in Sarasota, Florida.

MICHAEL E. LAVALLIERE has been a Director of our company since June, 1998.
Since 1996, he has also been President and CEO of Collaborative Marketing
Services, Inc. ("CMS"), a leader in the marketing and distribution of kiosk
advertising programs and point of sale machines in a broad range of
applications. Under Mr. LaValliere's leadership, CMS has become an industry
leader in the area of web page design activities for the Internet. From 1993 to
1996, he served as Vice President of Sales and Marketing for Interactive Golf
Services, Inc. ("IGSI"), a company which provided touch screen kiosks to the
golf market. Under Mr. LaValliere's direction, IGSI developed a client base
which included Maxfli Golf Co., Taylor Made Golf Co. and Cleveland Golf Co. From
1981 to 1995, he was a professional baseball player as a member of the
Philadelphia Phillies (1981-1984), St. Louis Cardinals (1985-1986), Pittsburgh
Pirates (1987-1992) and Chicago White Sox (1993-1995). While a member of the
Pirates and White Sox, he was elected to serve as the player union
representative with negotiation responsibilities in the area of labor contracts,
pension plans, player marketing rights and licensing agreements.

THOMAS L. BROWNING has been a Director of our company since June, 1998.
From 1992 to 1996, he was a member of the Cincinnati Reds Major League Baseball
team. Since retiring from professional baseball, Mr. Browning has been a General
Partner of Ashley Canterbury, a residential construction company in the greater
Cincinnati area, and also serves an active role in community youth programs and
the United Way.

BARNUM MOW has been Chief Executive Officer and President of Avid
Sportswear, Inc. since September, 1999. From 1983 until September 1999, Mr. Mow
was Senior Vice President of Bugle Boy Industries, a wholesale and retail
apparel company with combined annual sales of $550,000,000. Over a sixteen year
period of progressive management responsibility, Mr. Mow became responsible for
Bugle Boy's operations, distributions, sales, and management information
systems. Most recently, he led a management team, comprised for four
vice-presidents and four directors, which was responsible for over nine hundred
employees and a $40,000,000 annual operating budget. Mr. Mow managed four
distribution sites, totaling over one million square feet in size and which
supported two thousand five hundred wholesale accounts and two hundred sixty

18
<PAGE>

retail stores; the integration of software development with hardware platforms
used to support Bugle Boy's activities; and Bugle Boy's website, intranet,
telecommunications, video conferencing, and Internet e-commerce. He was
responsible for costing, merchandising, product development, production, and
bringing to market four different line breaks per year. Mr. Mow was also the
National Sales Manager for Bugle Boy Active Wear, Swim Wear and T-shirts, which
accounted for $70,000,000 in annual sales. Mr. Mow received a B.S. in Business
Administration from the University of Southern California.

DAVID RODERICK had been a Director of our company from March 1, 1999 to
November 26, 1999 and Vice-President of Production and Sales of our wholly-owned
subsidiary since September, 1999. In this capacity, Mr. Roderick is primarily
responsible for our company's three brands: Avid Sportswear, Dockers Golf and
British Open Collection. Mr. Roderick founded Avid Sportswear, Inc. in October
of 1988. He served as President of Avid Sportswear, Inc. until September, 1999,
during which time he was responsible for the product and brand development of
the Avid Sportswear brand name.

19
<PAGE>

ITEM 6. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE. The following table provides information about
the compensation paid by our company to its Chief Executive Officer and all
other current executive officers who were serving as executive officers at the
end of 1999 and who received in excess of $100,000:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------- ---------------------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL YEAR SALARY ($) BONUS ($) COMPENSATION OPTIONS COMPENSATION
POSITION(S) ($) (#S)(1) ($)(2)
- ----------------------------- -------- ----------------------------------------- --------------- -----------------

<S> <C> <C> <C> <C> <C> <C>
Earl T. Ingarfield(1) 1999 -- -- -- -- --
Chief Executive Officer,
Present and Chairman of the 1998 -- -- -- -- --
Board of Directors

Jerry L. Busiere(2) 1999 -- -- -- -- --
Secretary, Treasurer and
Director 1998 -- -- -- -- --

Barnum Mow(3) 1999 $70,577 $25,000 -- -- --
President of Avid Sportswear,
Inc.

David Roderick, 1999 $150,000 -- $12,000 -- --
Vice-President of Production
and Design of Avid 1998 $150,000 -- $12,000 -- --
Sportswear, Inc.(4)

- ---------------------
</TABLE>

(1) Mr. Ingarfield became Chief Executive Officer, President and Chairman of
the Board of Directors in June, 1998.
(2) Mr. Busiere became Secretary, Treasurer and a Director in June, 1998.
(3) Mr. Mow became Chief Executive Officer and President of our wholly-owned
subsidiary on September 17, 1999.
(4) Mr. Roderick's other annual compensation consists of a company car and
automobile insurance.

EMPLOYMENT AGREEMENTS

On February 29, 2000, we entered into a three-year employment agreement
with Mr. Ingarfield. Pursuant to this agreement, Mr. Ingarfield is employed as
the Chief Executive Officer and President of our company. Mr. Ingarfield will
have a annual base salary of $325,000, plus annual cost of living adjustments
and other increases to be determined by the Board of Directors. Except in the
event of a change of control or other special circumstance, Mr. Ingarfield's
salary (less employment taxes) will be paid quarterly in our company's stock on
the last day of each calendar quarter. In addition, Mr. Ingarfield will be
entitled to annual incentive bonus compensation in an amount to be determined by
the Board of Directors. Mr. Ingarfield is entitled to a company car. In the
event that Mr. Ingarfield's employment is terminated by our company without
"cause" or by Mr. Ingarfield for "good reason" (which includes a change of
control), he is entitled to receive all accrued or earned but unpaid salary,
bonus (defined as an amount equal to the prior years' bonus) and benefits for
the lesser of the balance of the term or three years. In addition, Mr.
Ingarfield is entitled to certain relocation expenses incurred in a change of
principal residence. The agreement provides that Mr. Ingarfield will not compete
with our company during his employment and for two years thereafter unless his
employment is terminated by our company without "cause" or by Mr. Ingarfield for
"good reason." Mr. Ingarfield has demand and piggy-back registration rights with
respect to his stock in our company. Mr. Ingarfield may require our company to
file a registration statement with respect to this stock on an annual basis.
Additional terms of Mr. Ingarfield's employment are set forth in his employment
agreement, which is included as an exhibit to this filing.

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Our wholly-owned subsidiary entered into a three year employment agreement
with Barnum Mow, commencing September 17, 1999. Upon the expiration of the
initial term, the agreement will automatically renew for one year terms unless
either party elects not to renew the agreement by providing written notice to
the other party at least four months' prior to the expiration of any term. Mr.
Mow is employed as the Chief Executive Officer and President of our wholly-owned
subsidiary, Avid Sportswear, Inc. His base salary is $300,000 per year, subject
to increases as determined by the employer. In addition to his salary, Mr. Mow
also received a bonus of $25,000 in 1999. His bonus will be the same for each
year during the term unless the employer establishes a formal bonus plan. The
employer will reimburse Mr. Mow for all reasonable expenses incurred in
connection with the performance of his duties. On January 25, 2000, our company
granted Mr. Mow options to purchase 864,477 shares of our common stock at a
purchase price of $0.375 per share. Additional terms of Mr. Mow's employment are
set forth in his employment agreement, which is included as an exhibit to our
company's Registration Statement on Form 10-SB filed with the Commission on
December 1, 1999.

Our wholly-owned subsidiary also entered into a five year employment
agreement with David Roderick, effective January 1, 1999. From January, 1999,
until September, 1999, Mr. Roderick was employed as the President of Avid
Sportswear, Inc. In September, 1999, Mr. Roderick became the Vice President of
Production and Sales. His base salary is $150,000, subject to increases as
determined by the employer. In addition, Mr. Roderick will be eligible for
bonuses at the discretion of the Board of Directors. The employer will reimburse
Mr. Roderick for all reasonable expenses incurred in connection with the
performance of his duties. Additional terms of employment are set forth in his
employment agreement, which is included as an exhibit to our company's
Registration Statement on Form 10-SB filed with the Commission on December 1,
1999.

We have not entered into an employment agreement with Mr. Busiere.

STOCK PLAN

On January 17, 2000, we adopted our company's 2000 Stock Incentive Plan,
under which our key employees, consultants, independent contractors, officers
and director are eligible to receive grants of stock or stock options. Our
company has reserved a total of 3,000,000 shares of common stock under the
incentive plan. It is presently administered by the Board of Directors. Subject
to the provisions of the incentive plan, the Board of Directors has full and
final authority to select the individuals to whom options will be granted, to
grant the options and determine the terms and conditions and the number of
shares issued pursuant thereto.

The maximum term of any option granted under the incentive plan is ten
years, except that with respect to incentive stock options granted to a person
possessing more than ten percent of the total combined voting power of all our
classes of stock, the maximum term of such options is five years. The exercise
price of incentive stock options under the incentive plan is the fair-market
value of the stock underlying the options on the date of grant and, in the case
of an incentive stock option granted to a ten-percent shareholder, the exercise
price must be at least 110% of the fair-market value of our stock at the time
the option is granted.

On January 17, 2000, we granted stock options as follows:

NAME: NO. OF SHARES: EXERCISE PRICE: EXPIRATION:

Earl T. 200,000 $0.30 January 16, 2010
Ingarfield

Thomas Browning 200,000 $0.30 January 16, 2010

Michael 200,000 $0.30 January 16, 2010
LaValliere

Steven Ponsler 200,000 $0.30 January 16, 2010

Jeff Abrams 200,000 $0.30 January 16, 2010

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All of these options were granted in consideration of the recipients' agreement
to cancel certain shares of common stock which had previously been issued as a
result of the individual's agreement to personally guaranty a portion of our
company's indebtedness to unrelated parties.

RESTRICTED STOCK GRANT

On January 17, 2000, we granted Barnum Mow, Chief Executive Officer and
President of our wholly-owned subsidiary, 1.2 million shares of our common
stock, in part, to provide an economic incentive to maximize our financial
results. These shares will be restricted shares, all shares were vested upon
grant and none are subject to any restrictions.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

LOANS. From time to time we have entered into related party transactions
primarily to finance the operations of our company. The Company has borrowed
money periodically from Messrs. Ingarfield, Browning and LaValliere. Some of the
loans described below have been made by Lido Capital Corporation, an entity
wholly-owned by Mr. Ingarfield. Because Mr. Ingarfield has exclusive control
over Lido Capital Corporation, all loans from Mr. Ingarfield and Lido Capital
Corporation are reflected as loans from Mr. Ingarfield. Below is a summary of
all loans to and from related parties since January 1, 1998:

o In 1998, our company loaned a total of $253,500 to Mr. Ingarfield,
consisting of a $100,000 loan on June 25, 1998, a $143,500 loan on
November 30, 1998 and a $10,000 loan on December 31, 1998.

o In January 1999, Mr. Browning loaned $50,000 to our company. In
addition, Mr. Ingarfield repaid $237,000. Our Company loaned an
additional $126,500 to Mr. Ingarfield in January 1999. As of the end
of January 1999, Mr. Ingarfield owed our company $143,000.

o In February 1999, Mr. Ingarfield repaid $20,000 to our company and
our company loaned Mr. Ingarfield $5,704. In addition, Mr.
LaValliere and Mr. Browning loaned $35,000 and $47,000,
respectively, to our company. As of the end of February 1999, Mr.
Ingarfield owed $128,704 to our company, our company owed Mr.
LaValliere a total of $35,000 and Mr. Browning a total of $97,000.

o In March 1999, Mr. Ingarfield repaid $500 to our company. In
addition, our company loaned Mr. Ingarfield $15,000. As of the end
of March 1999, Mr. Ingarfield owed our company a total of $143,204.

o In April 1999, Mr. Ingarfield repaid $116,250 to our company and our
company loaned an additional $26,562 to Mr. Ingarfield. As of the
end of April 1999, Mr. Ingarfield owed $53,516 to our company.

o In May 1999, Mr. Ingarfield paid off the balance of his loan to our
company in the amount of $53,516 and loaned our company $136,484.
Further, our company repaid $40,292 to Mr. Ingarfield. As of the end
of May 1999, our company owed Mr. Ingarfield $96,192.

o In June 1999, Mr. Ingarfield loaned $151,000 to our company and
repaid $51,000 to Mr. Ingarfield. As of the end of June 1999, our
company owed Mr. Ingarfield $196,192.

o In July 1999, Mr. Ingarfield loaned $30,000 to our company. As of
the end of July 1999, our company owed Mr. Ingarfield a total of
$226,192.

o In August 1999, Mr. Ingarfield loaned $30,000 to our company. As of
the end of August 1999, our company owed Mr. Ingarfield a total of
256,192.

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o In September 1999, Mr. Ingarfield loaned $53,000 to our company. As
of the end of September 1999, our company owed Mr. Ingarfield a
total of $309,192.

o In October 1999, Mr. Ingarfield loaned $25,000 to our company. As of
the end of October 1999, our company owed Mr. Ingarfield a total of
$334,192.

o In November 1999, Mr. Ingarfield loaned $53,919 to our company. As
of the end of November 1999, our company owed Mr. Ingarfield a total
of 388,111.

o In December 1999, Mr. Ingarfield loaned $394,509 to our company. As
of the end of December 1999, our company owed Mr. Ingarfield a total
of $782,620. In addition, Mr. Browning loaned $300,000 to our
company. As of the end of December 1999, our company owed Mr.
Browning a total of $397,000.

Effective December 1, 1999, Messrs. Ingarfield, LaValliere and
Browning entered into revolving convertible demand notes in the amounts of
$1,500,000, $125,000 and $500,000, respectively. Each of these notes is due on
demand and bears an annual interest rate of 10%. As of December 31, 1999,
accrued but unpaid interest on these loans was $52,927, owed as follows: $39,131
to Mr. Ingarfield, $10,659 to Mr. Browning and $3,137 to Mr. LaValliere.
Interest on all three notes is payable monthly commencing on April 1, 2000. The
holders can elect to convert the indebtedness into shares of common stock at any
time at a price equal to 80% of our common stock's closing price on the date of
conversion. Effective December 28, 1999, Messrs. Ingarfield, Browning and
LaValliere elected to convert all or a portion of the outstanding principal and
interest under such convertible notes into shares of common stock, as follows:

Name: Indebtedness: Conversion Price: No. of Shares:
----- ------------- ----------------- --------------

Mr. Ingarfield $821,750 $0.22 3,735,227

Mr. Browning $107,659 $0.22 489,359

Mr. LaValliere $38,137 $0.22 173,350

In January 2000, Mr. Ingarfield loaned our company a total of $557,562,
Mr. LaValliere loaned our company a total of $125,000 and Mr. Browning loaned
our company a total of $200,000. Pursuant to the terms of his convertible demand
note, on January 25, 2000, Mr. Ingarfield elected to convert $247,562 into
825,207 shares of our common stock at a conversion price of $0.30 per share, or
80% of the closing price on that date. Also on that date, Mr. LaValliere elected
to convert $125,000 into 416,667 shares of common stock at a conversion price of
$0.30 per share. On February 1, 2000, Mr. Ingarfield elected to convert $236,498
into 695,583 shares of our common stock at a conversion price of $0.34 per
share, or 80% of the closing price on that date. As of February 29, 2000, our
company owed Mr. Ingarfield a total of $73,502, plus accrued interest, and Mr.
Browning a total of $500,000, plus accrued interest.

SALE OF STOCK. In addition to the loans referenced above, our company has
sold common stock to Earl Ingarfield, Thomas Browning and Michael LaValliere in
order to help finance our company's operations. We also issued common stock to
David Roderick in connection with the acquisition of Avid Sportswear, Inc. Below
is a summary of all sales or issuance of common stock to such persons since
January 1, 1998:

o In June 1998, we sold 3,000,000 shares of common stock to Mr.
Ingarfield for $0.00333 in cash per share. Total consideration paid
for these shares was $20,000. The number of shares issued reflects a
three-for-one split on July 23, 1998

o In August 1998, we sold 800,000 and 800,000 shares of common stock
to Messrs. Browning and LaValliere, respectively, for $0.15 in cash
per share. Total consideration paid for these shares was $240,000.

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o In January 1999, we sold 100,000 shares of common stock to the
parents of Mr. Ingarfield for $0.25 in cash per share. Total
consideration paid for these shares was $25,000.

o In January 1999, we issued 1,000,000 shares of common stock to Mr.
Roderick in connection with the acquisition of Avid Sportswear, Inc.
The Company valued these shares at $0.25 per share, for total
consideration of $250,000.

o In December 1999, and as noted above, we issued 3,735,227 shares to
Mr. Ingarfield, 489,359 shares to Browning and 173,350 shares to
LaValliere upon the conversion of indebtedness. Messrs. Ingarfield,
Browning and LaValliere converted $821,750, $107,659 and $38,137,
respectively, of indebtedness. These shares were converted at a
price of $0.22 per share.

o In January 2000, we issued 825,207 shares to Mr. Ingarfield upon the
conversion of $247,562 of indebtedness and 416,667 shares to Mr.
LaValliere upon the conversion of $125,000 of indebtedness. On
February 1, 2000, Mr. Ingarfield elected to convert $236,498 of
indebtedness into 695,583 shares of our common stock at a conversion
price of $0.34 per share.

OTHER. In addition to the transactions listed above, our company entered
into the following transactions with related parties:

o On January 17, 2000, our company granted options to purchase up to
200,000 shares, or a total of 1,000,000 shares, of our stock to each
of Messrs. Ingarfield, Browning, LaValliere, Ponsler and Abrams.
Messrs. Ponsler and Abrams are shareholders of our company. The
purchase price of these options were $0.30 per share, or $0.075 per
share less than the closing price on January 17, 2000. These options
were granted in exchange for these individuals agreement to
personally guaranty certain obligations of our company, including
leases for our facilities. We do not believe that we could have
obtained these leases without the personal guarantees. See
"Executive Compensation - Stock Plan."

o On January 17, 2000, our company granted Mr. Mow 1.2 million shares
of restricted stock in our company. These shares were valued at
$360,000 million, or $0.30 per share. In addition, Mr. Mow was
granted options to purchase 864,477 shares of stock at $0.375 per
share.

ITEM 8. DESCRIPTION OF SECURITIES.

AUTHORIZED CAPITAL STOCK. The authorized capital stock of our company
consists of 50,000,000 shares of common stock and 10,000,000 shares of preferred
stock. As of the date hereof, our company has 31,375,956 shares of common stock
outstanding. The Company also has warrants to purchase 100,000 shares at an
exercise price of $0.50 per share, warrants to purchase 285,714 shares at an
exercise price of $1.50 per share, and warrants to purchase 39,000 shares at
$0.01 per share. The following description is of the material terms of our
capital stock. Additional information may be found in our company's articles of
incorporation included as an exhibit to our Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on December 1, 1999.

COMMON STOCK. Each share of common stock entitles the holder to one vote
on each matter submitted to a vote of our shareholders, including the election
of directors. There is no cumulative voting. Subject to preferences that may be
applicable to any outstanding preferred stock, shareholders are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors. Shareholders have no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
available to the common stock. In the event of liquidation, dissolution or
winding up of our company, shareholders are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution
rights of preferred stock, if any, then outstanding.

PREFERRED STOCK. The Board of Directors is authorized, subject to any
limitations prescribed by the Nevada Revised Statutes, or the rules of any
quotation system or national securities exchange on which stock of our company
may be quoted or listed, to provide for the issuance of shares of preferred
stock in one or more series; to establish from time to time the number of shares

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to be included in each such series; to fix the rights, powers, preferences, and
privileges of the shares of such series, without any further vote or action by
the shareholders. Depending upon the terms of the preferred stock established by
the Board of Directors, any or all series of preferred stock could have
preference over the common stock with respect to dividends and other
distributions and upon liquidation of our company or could have voting or
conversion rights that could adversely affect the holders of the outstanding
common stock. The Company has no present plans to issue any shares of preferred
stock.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION, BYLAWS AND
NEVADA LAW

The following provisions of the Articles of Incorporation and Bylaws of
our company could discourage potential acquisition proposals and could delay or
prevent a change in control of our company. Such provisions may also have the
effect of preventing changes in the management of our company, and preventing
shareholders from receiving a premium on their common stock.

AUTHORIZED BUT UNISSUED STOCK. The authorized but unissued shares of
common stock and preferred stock are available for future issuance without
shareholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans.

BLANK CHECK PREFERRED STOCK. The existence of authorized but unissued and
unreserved shares of preferred stock may enable the Board of Directors to issue
shares to persons friendly to current management which would render more
difficult or discourage an attempt to obtain control of our company by means of
a proxy contest, tender offer, merger or otherwise, and thereby protect the
continuity of our company's management.

NEVADA BUSINESS COMBINATION LAW. The State of Nevada has enacted
legislation that may deter or frustrate takeovers of Nevada corporations. The
Nevada Business Combination Law generally prohibits a Nevada corporation from
engaging in a business combination with an "interested shareholder" (defined
generally as any person who beneficially owns 10% or more of the outstanding
voting stock of our company or any person affiliated with such person) for a
period of three years following the date that such shareholder became an
interested shareholder, unless the combination or the purchase of shares made by
the interested shareholder on the interested shareholder's date of acquiring
shares is approved by the board of directors of the corporation before that
date. A corporation may not engage in any combination with an interested
shareholder of the corporation after the expiration of three years after his
date of acquiring shares unless:

o The combination or the purchase of shares made by the interested
shareholder is approved by the board of directors of the corporation
before the date such interested shareholder acquired such shares;

o A combination is approved by the affirmative vote of the holders of
stock representing a majority of the outstanding voting power not
beneficially owned by the interested shareholder proposing the
combination, or any affiliate or associate of the interested
shareholder proposing the combination, at a meeting called for that
purpose no earlier than three years after the interested
shareholder's date of acquiring shares; or

o The aggregate amount of cash and the market value, as of the date of
consummation, of consideration other than cash to be received per
share by all of the holders of outstanding common shares of the
corporation not beneficially owned by the interested shareholder,
satisfies the fair value requirements of Section 78.441 of Nevada
Revised Statutes.

SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the shareholders of
our company may be called by its Board of Directors or other persons authorized
to do so under Nevada law. Under applicable Nevada law, shareholders do not have
the right to call a special meeting of the shareholders. This may have the
effect of discouraging potential acquisition proposals and could delay or
prevent a change in control of our company by precluding a dissident shareholder
from forcing a special meeting to consider removing the Board of Directors or
otherwise.

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PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.

The Company's common stock began trading on the Over-the-Counter Bulletin
Board on March 24, 1998, under the symbol "GFIO." On July 22, 1999, our
company's symbol was changed to "AVSG." On December 2, 1999, our company's
common stock was no longer eligible for quotation on the OTC BB because our
company's Registration Statement on Form 10-SB had not been declared effective
by the Commission as of that date. On that date, our company's common stock
began trading on the "pink sheets." The Company's high and low bid prices by
quarter during 1998 and 1999 are as follows:

CALENDAR YEAR 1999(1)
HIGH BID LOW BID

First quarter $2.0000 $0.7500
Second quarter $1.4688 $0.8750
Third quarter $1.0000 $0.7500
Fourth quarter $1.03125 $0.2500

CALENDAR YEAR 1998(1)
HIGH BID LOW BID

Second quarter $1.2500 $0.5000
Third quarter $3.0000 $0.7500
Fourth quarter $1.5000 $0.4375

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

(1) These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not necessarily represent actual
transactions.

On December 31, 1999, our company had approximately 83 shareholders of
record. The Company believes that it has in excess of 125 beneficial owners.

We have not paid dividends in the past on any class of stock and we do not
anticipate paying dividends in the foreseeable future. Our loan agreement with
First State Bank prohibits the payment of dividends.

ITEM 2. LEGAL PROCEEDINGS.

We are involved in various claims and legal actions arising in the
ordinary course of business. In our opinion, the ultimate disposition of these
matters will not materially harm our company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

Some of the transactions described below have been made by Lido Capital
Corporation, an entity wholly-owned by Mr. Ingarfield. Because Mr. Ingarfield
has exclusive control over Lido Capital Corporation, all transactions involving
either Mr. Ingarfield or Lido Capital Corporation are reflected as transactions
with Mr. Ingarfield.

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On October 8, 1997, our company issued 3,000,000 shares of common stock
for $0.00333 in cash per share to the original founders. The total offering
price of this transaction was $10,000. The number of shares issued reflects a
three-for-one split on July 23, 1998.

In February 1998, our company issued 300,000 shares of common stock to
Y.K. International Co., Ltd. in exchange for the assignment of certain
distribution rights under a Distribution Agreement dated as of September 8, 1997
between Bo Ah Industrial Co. and Y.K. International Co., Ltd. These rights were
valued at $25,000. The number of shares issued reflects a three-for-one split on
July 23, 1998.

In February 1998, our company issued 3,000,000 shares of common stock for
$0.08333 in cash per share. The total offering price of this transaction was
$250,000. The number of shares issued reflects a three-for-one split on July 23,
1998. All of these shares were purchased by unrelated persons.

On June 18, 1998, our company issued 6,000,000 shares of common stock for
$0.00333 in cash per share. All of these shares were purchased by Mr.
Ingarfield. The total offering price of this transaction was $20,000. The number
of shares issued reflects a three-for-one split on July 23, 1998.

On August 17, 1998, our company issued 1,500,000 shares of common stock
for $0.15 in cash per share. The total offering price of this transaction was
$225,000. Michael LaValliere, a Director of our company, purchased 500,000 of
these shares for a total purchase price of $75,000 and Jerry L. Busiere, the
Secretary, Treasurer and a Director of our company, purchased 100,000 of these
shares for a total purchase price of $15,000. The remaining shares were
purchased by four unrelated persons for a total purchase price of $135,000.

On August 27, 1998, our company issued 400,000 shares of common stock for
$0.15 per share. All of these shares were purchased by Thomas Browning, a
Director of our company. The total offering price of this transaction was
$60,000. This amount is reflected as a subscriptions receivable in our company's
financial statements as of December 31, 1998.

On December 21, 1998, our company issued 412,000 shares of common stock
for $0.25 in cash per share. The total offering price of this transaction was
$103,000. All of these shares were purchased by unrelated persons.

On January 5, 1999, our company issued 590,000 shares of common stock
originally valued at $0.25 per share for cash of $117,500 and debt conversion of
$35,000. Additional expense of $295,000 was recorded to reflect the discount
from $0.75 per share which was the price that our company was selling restricted
stock to independent third parties. Of the total number of shares issued on this
date, 400,000 shares were issued to Mr. Ingarfield's parents and the remainder
were issued to unrelated persons.

On January 5, 1999, our company issued 866,670 shares of common stock
valued at $0.75 per share for cash of $475,000 and conversion of debt of
$175,000. All of these shares were purchased by unrelated persons.

On January 8, 1999, our company issued 210,668 shares of common stock
valued at $0.75 per share for cash of $158,000. All of these shares were
purchased by unrelated persons.

On January 11, 1999, our company issued 560,000 shares of common stock for
cash, originally valued at $0.25 per share for $140,000 of cash. Additional
expense of $280,000 was recorded to value the shares at $0.75 per share. All of
these shares were purchased by unrelated persons.

On January 11, 1999, our company issued 800,000 shares of common stock for
media services originally valued at $0.75 per share. All of these shares were
issued by an unrelated marketing firm.

On January 20, 1999, our company issued 160,000 shares of common stock for
cash originally valued at $0.25 per share for $40,000 of cash. Additional
expense of $80,000 was recorded to value the shares at $0.75 per share. All of
these shares were purchased by unrelated persons.

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On January 27, 1999, our company issued 1,100,000 shares of common stock
for the purchase of Avid Sportswear, Inc. valued at $0.75 per share. All of
these shares were issued to the former shareholders of Avid Sportswear, Inc.,
including 1,000,000 shares to David Roderick, the Vice-President of Production
and Design of Avid Sportswear, Inc.

On February 4, 1999, our company issued 372,002 shares of common stock at
$0.75 per share for cash of $279,002. All of these shares were purchased by
unrelated persons.

On March 11, 1999, our company issued 1,220,000 shares of common stock for
cash originally valued at $0.25 per share for $305,000 of cash. Additional
expense of $610,000 was recorded to value the shares at $0.75 per share. All of
these shares were purchased by unrelated persons.

On March 11, 1999, our company issued 83,334 shares of common stock for
cash of $67,500. All of these shares were purchased by unrelated persons.

On March 29, 1999, our company issued 18,334 shares of common stock valued
at $0.75 per share for cash of $13,750. All of these shares were purchased by
unrelated persons.

On May 28, 1999, our company issued 101,100 shares of common stock valued
at $0.75 per share for cash of $75,825. All of these shares were purchased by
unrelated persons.

On September 22, 1999, our company issued 50,000 shares of common stock
originally valued at $0.25 per share for cash of $12,500. Additional expense of
$25,000 was recorded to value the shares at $0.75 per share. All of these shares
were purchased by unrelated persons.

On December 31, 1999, our company issued 285,714 shares of common stock
valued at $0.35 per share for cash of $100,000. All of these shares were
purchased by an unrelated party.

In December 1999, our company issued a total of 5,344,200 shares of common
stock for the conversion of debt to equity at a price of $0.22 per share,
including 3,735,227 shares to Mr. Ingarfield, 489,359 shares to Browning and
173,350 shares to LaValliere. Messrs. Ingarfield, Browning and LaValliere
converted indebtedness of $821,750, $107,659 and $38,137, respectively. See
"Certain Relationships and Related Transactions."

In January 2000, our company issued a total of 825,207 shares of common
stock to Mr. Ingarfield for the conversion of $247,562 of indebtedness to equity
at a price of $0.30 per share.

In February 2000, our company issued a total of 695,583 shares of common
stock to Mr. Ingarfield for the conversion of $236,498 of indebtedness to equity
at a price of $0.34 per share. In addition, in February 2000, our company issued
1,200,000 shares to Barnum Mow in consideration of his employment. These shares
were valued at $0.30 per share. See "Executive Compensation - Restricted Stock
Grant."

With respect to the sale of unregistered securities referenced above, all
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 (the "1933 ACT"), and Regulation D promulgated under the
1933 Act. In each instance, the purchaser had access to sufficient information
regarding our company so as to make an informed investment decision. More
specifically, and except with respect to the purchases by Lido Capital
Corporation and Messrs. Ingarfield, Browning, LaValliere and Roderick, each
purchaser signed a written subscription agreement with respect to their
financial status and investment sophistication in which they represented and
warranted, among other things, that they had:

o the ability to bear the economic risks of an investment in the
shares of common stock of our company;

o a certain net worth sufficient to meet the suitability standards of
our company; and

28
<PAGE>

o been provided with all material information requested by the
purchaser or his or her representatives, and been provided an
opportunity to ask questions of and receive answers from our company
concerning our company and the terms of the offering.

The sale of unregistered securities to Lido Capital Corporation and
Messrs. Ingarfield, Browning, LaValliere and Roderick were exempt from
registration pursuant to Section 4(2) of the 1933 Act and Regulation D
promulgated under the 1933 Act. Each of these investors was an officer or
director of our company at the time of purchase, except for Lido Capital
Corporation which was wholly-owned and controlled by an officer and director of
our company, Mr. Ingarfield.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of Nevada Revised Statutes provides, in effect, that any
person made a party to any action by reason of the fact that he is or was a
director, officer, employee or agent of our company may and, in certain cases,
must be indemnified by our company against, in the case of a non-derivative
action, judgments, fines, amounts paid in settlement and reasonable expenses
(including attorneys' fees) incurred by him as a result of such action, and in
the case of a derivative action, against expenses (including attorneys' fees),
if in either type of action he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of our company. This
indemnification does not apply, in a derivative action, to matters as to which
it is adjudged that the director, officer, employee or agent is liable to our
company, unless upon court order it is determined that, despite such
adjudication of liability, but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnification for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was lawful.

As authorized by Section 78.037 of Nevada Revised Statutes, our Articles
of Incorporation eliminate or limit the personal liability of a director to our
company or to any of its shareholders for monetary damage for a breach of
fiduciary duty as a director, except for:

o Acts or omissions which involve intentional misconduct, fraud or
knowing violation of law; or

o The payment of distributions in violation of Section 78.300 of
Nevada Revised Statutes.

Our Articles of Incorporation provide for indemnification of officers and
directors to the fullest extent permitted by Nevada law. Such indemnification
applies in advance of the final disposition of a proceeding.

The Company maintains an insurance policy that provides protection, within
the maximum liability limits of the policy and subject to a deductible amount
for certain claims, to our company.

At present, there is no pending litigation or proceeding involving any
director or officer as to which indemnification is being sought, nor are we
aware of any threatened litigation that may result in claims for indemnification
by any director or officer.

29
<PAGE>

PART F/S

Index to Financial Statements:

o The Company's audited balance sheet as of December 31, 1999 and
audited statements of income, cash flows and changes in
stockholders' equity for the years' ended December 31, 1999 and
1998;
o Our predecessor's (Golf Innovation Corp.) audited balance sheet as
of December 31, 1999 and audited statements of income, cash flows
and changes in stockholders' equity for the years ended December 31,
1998 and 1997.

o Avid Sportswear, Inc.'s audited balance sheet as of December 31,
1998 and audited statements of income, cash flows, and changes in
stockholders' equity for the years ended December 31, 1998 and 1997.

30
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(FORMERLY GOLF INNOVATIONS CORP.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998

<PAGE>

C O N T E N T S

Independent Auditors' Report.................................................. 3

Consolidated Balance Sheet.................................................... 4

Consolidated Statements of Operations......................................... 6

Consolidated Statements of Stockholders' Equity............................... 7

Consolidated Statements of Cash Flows........................................ 10

Notes to the Consolidated Financial Statements............................... 12

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Avid Sportswear & Golf Corp.
(Formerly Golf Innovations Corp.)
Carson, California

We have audited the accompanying consolidated balance sheet of Avid Sportswear &
Golf Corp. (formerly Golf Innovations Corp.) as of December 31, 1999 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1999 and 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Avid Sportswear &
Golf Corp. (formerly Golf Innovations Corp.) as of December 31, 1999 and the
results of their operations and their cash flows for the years ended December
31, 1999 and 1998 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 13 to the
financial statements, the Company has current liabilities in excess of current
assets of $1,295,146 and has generated significant losses for the years ended
December 31, 1999 and 1998. These items raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 13. The financial statements do not
include any adjustments that might result from the outcome of the uncertainty.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
February 26, 2000

<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Balance Sheet

ASSETS

December 31,
1999
------------

CURRENT ASSETS

Cash $ 237,407
Accounts receivable, net (Note 1) 315,804
Inventory (Note 2) 1,885,390
Prepaid expenses 20,000
------------

Total Current Assets 2,458,601

EQUIPMENT

Machinery and equipment 378,531
Furniture and fixtures 253,644
Show booths 298,479
Leasehold improvements 29,398
Less: accumulated depreciation (502,938)
------------

Total Equipment 457,114

OTHER ASSETS

Goodwill, net (Note 6) 2,346,103
Deposits 15,114
Trademarks 2,902
------------

Total Other Assets 2,364,119

TOTAL ASSETS $ 5,279,834
============

The accompanying notes are an integral part of these consolidated financial
statements

4
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Balance Sheet (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY

December 31,
1999
-------------
CURRENT LIABILITIES

Accounts payable $ 1,504,858
Accrued expenses 200,865
Notes payable - related parties (Note 4) 675,000
Notes payable (Note 5) 1,360,524
Subscribed stock 12,500
------------

Total Current Liabilities 3,753,747

Total Liabilities 3,753,747

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY

Preferred stock; 10,000,000 shares
authorized of $0.001 par value;
zero shares issued and outstanding, --
Common stock; 50,000,000 shares authorized
of $0.001 par value,
26,374,022 shares issued and outstanding 26,374
Additional paid-in capital 6,519,467
Common stock subscription receivable (30,000)
Accumulated deficit (4,989,754)
------------

Total Stockholders' Equity 1,526,087

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,279,834
============

The accompanying notes are an integral part of these consolidated financial
statements

5
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Statements of Operations

For the Years Ended
December 31,
------------------------------
1999 1998
-------------- -----------

SALES, NET $ 2,360,596 $ --
-------------- -----------

COST OF GOODS SOLD 1,959,997 --
-------------- -----------

Gross Margin 400,599 --
-------------- -----------
OPERATING EXPENSES

Selling expenses 837,574 --
Depreciation and amortization expense 369,072 114
General and administrative expenses 3,815,327 185,952
-------------- -----------

Total Operating Expenses 5,021,973 186,066
-------------- -----------
(Loss) from Operations (4,621,374) (186,066)
-------------- -----------

OTHER INCOME (EXPENSE)

Interest income -- 45
Interest expense (144,888) (527)
Bad debt expense (57,039) --
Recovery of bad debts 80,704 --
Loss on valuation of asset (Note 10) -- (55,000)
-------------- -----------

Total Other Income (Expense) (121,223) (55,482)
-------------- -----------

INCOME TAX BENEFIT -- --
-------------- -----------
NET LOSS $ (4,742,597) $ (241,548)
============== ===========

BASIC LOSS PER SHARE (Note 1) $ (0.23) $ (0.02)
============== ===========

The accompanying notes are an integral part of these consolidated financial
statements

6
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Statements of Stockholders' Equity

Additional
Common Stock Paid
---------------------- in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
---------------------- --------- ------------ ----------

Balance,
December 31, 1997 3,000,000 $ 3,000 $ 7,000 $ -- $ (5,609)

February 1998,
common stock issued
for assets at
$0.08333 per share 300,000 300 24,700 -- --

February 1998,
common stock issued
for cash at
$0.08333 per share 3,000,000 3,000 247,000 -- --

June 1998,
common stock issued
for cash at
$0.00333 per share 6,000,000 6,000 14,000 -- --

August 1998,
common stock issued
for cash at
$0.15 per share 1,500,000 1,500 223,500 -- --

August 1998,
common stock issued
for subscriptions at
$0.15 per share 400,000 400 59,600 (60,000) --

December 1998,
common stock issued
for cash at
$0.25 per share 412,000 412 102,588 -- --

Stock offering costs -- -- (65,195) -- --

Net loss for the
year ended
December 31, 1998 -- -- -- -- (241,548)
----------- ------- -------- ----------- -----------
Balance,
December 31, 1998 14,612,000 $14,612 $613,193 $ (60,000) $ (247,157)
----------- ------- -------- ----------- -----------

The accompanying notes are an integral part of these consolidated financial
statements

7
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Statements of Stockholders' Equity (Continued)

Additional
Common Stock Paid
---------------------- in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
---------------------- ---------- ------------ ----------

Balance Forward 14,612,000 $14,612 $ 613,193 $ (60,000) $ (247,157)

January 5, 1999,
common stock issued
for cash, services
and debt, valued
at $0.75 per
share (Note 3) 590,000 590 441,910 -- --

January 5, 1999,
common stock issued
for cash and debt,
valued at $0.75 per
share (Note 3) 866,670 867 649,133 -- --

January 8, 1999,
common stock issued
for cash at $0.75
per share (Note 3) 210,668 211 157,789 -- --

January 8, 1999,
warrants issued
below market value
(Note 3) -- -- 53,235 -- --

January 11, 1999,
common stock issued
for cash and services,
valued at $0.75 per
share (Note 3) 560,000 560 419,440 -- --

January 11, 1999,
common stock issued
for media services
valued at $0.75
per share (Note 3) 800,000 800 599,200 -- --

January 20, 1999,
common stock issued
for cash and services
valued at $0.75 per
share (Note 3) 160,000 160 119,840 -- --

January 27, 1999,
common stock issued
to purchase Avid
Sportswear valued at
$0.75 per share
(Note 3) 1,100,000 1,100 823,900 -- --

February 4, 1999,
common stock issued
for cash at
$0.75 per share
(Note 3) 372,002 372 278,630 -- --
----------- --------- ---------- ---------- -----------
Balance Forward 19,271,340 $ 19,272 $4,156,270 $ (60,000) $(247,157)
----------- --------- ---------- ---------- -----------

The accompanying notes are an integral part of these consolidated financial
statements

8
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Statements of Stockholders' Equity (Continued)

Additional
Common Stock Paid
---------------------- in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
---------------------- --------- ------------ ----------

Balance,
December 31, 1998 19,271,340 $ 19,272 $4,156,270 $ (60,000) $ (247,157)

March 11, 1999,
common stock
issued for cash
and services
valued at $0.75
per share (Note 3) 1,220,000 1,220 913,780 -- --

March 11, 1999,
common stock issued
for cash at $0.75
per share (Note 3) 83,334 83 62,417 -- --

March 11, 1999,
common stock issued
for cash at 0.75
per share (Note 3) 18,334 18 13,732 -- --

May 28, 1999,
common stock issued
for cash at $0.75
per share (Note 3) 101,100 101 75,724 -- --

September 20, 1999,
common stock issued
for cash and services,
valued at $0.75 per
share (Note 3) 50,000 50 37,450 -- --

December 28, 1999,
common stock issued for
conversion of debt to
equity at $0.22 per
share (Note 3) 5,344,200 5,344 1,170,380 -- --

December 31, 1999,
common stock issued
for cash at $0.35 per
share (Note 3) 285,714 286 99,714 -- --

Stock offering costs -- -- (10,000) -- --

Receipt of stock
subscription -- -- -- 30,000 --

Net loss for the year
ended December 31,1999 -- -- -- -- (4,742,597)

Balance,
December 31, 1999 26,374,022 $ 26,374 $ 6,519,467 $(30,000) $(4,989,754)
=========== ======== =========== ========== ============

The accompanying notes are an integral part of these consolidated financial
statements

9
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Statements of Cash Flows

For the Years Ended
December 31,
------------------------------
1999 1998
-------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) $(4,742,597) $ (241,548)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Depreciation and amortization 369,072 114
Loss on valuation of asset -- 55,000
Common stock issued for services 1,943,235 --
Recovery of bad debt expense (80,704) --
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 80,775 --
(Increase) decrease in inventory (876,299) --
(Increase) decrease in other assets (13,165) (20,949)
Increase (decrease) in accounts payable 926,954 --
Increase (decrease) in accrued expenses 116,461 --
------------ -----------

Net Cash Used in Operating Activities (2,276,268) (207,383)
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment (343,705) (32,276)
------------ ------------

Net Cash Used in Investing Activities (343,705) (32,276)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Cash purchased with Avid Sportswear, Inc. 34,045 --
Payments to Avid shareholders (725,000) --
Proceeds from notes payable 1,360,524 210,000
Payments on notes payable (1,826,119) --
Proceeds from related party notes payable 2,081,427 --
Payments on related party notes payable (291,808) --
Loans to related parties -- (352,300)
Stock offering costs -- (65,195)
Issuance of common stock for cash 1,804,074 598,000
Receipt of related party receivable 253,500 --
Proceeds from subscribed stock 12,500 --
------------ ------------

Net Cash Provided by Financing Activities 2,703,143 390,505
------------ ------------

NET INCREASE IN CASH 83,170 150,846

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 154,237 3,391
------------ ------------

CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 237,407 $ 154,237
============ ============

The accompanying notes are an integral part of these consolidated financial
statements

10
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Statements of Cash Flows (Continued)

For the Years Ended
December 31,
------------------------------
1999 1998
-------------- -----------

CASH PAID FOR:

Interest $ 94,392 $ --

Income tax $ -- $ --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

Issuance of common stock for subsidiary 825,000 $ --
Issuance of common stock for debt 1,385,724 $ --
Issuance of common stock for services 1,943,235 $ --
Issuance of common stock for subscription $ -- $ 60,000
Issuance of common stock for assets $ -- $ 25,000

The accompanying notes are an integral part of these consolidated financial
statements

11
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant accounting policies of Avid Sportswear &
Golf Corp. (formerly Golf Innovations Corp.) is presented to assist in
understanding the Company's consolidated financial statements. The
consolidated financial statements and notes are representations of the
Company's management which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the consolidated financial statements.

a. Organization and Business Activities

Avid Sportswear & Golf Corp. was incorporated under the laws of the
State of Nevada on September 19, 1997 as Golf Innovations Corp. On
April 19, 1999, the board of directors voted to change the name of the
Company to Avid Sportswear & Golf Corp. to better reflect the business
of the Company. Additionally, the board of directors voted to change
the authorized capitalization to 50,000,000 shares of common stock with
a par value of $0.001 and 10,000,000 shares of preferred stock with a
par value of $0.001. The rights and preferences of the preferred stock
are to be set at a later date. The Company is engaged in the business
of producing and selling golf wear related products.

b. Depreciation

Depreciation is provided using the straight-line method over the
assets' estimated useful lives as follows:

Machinery and equipment 5-10 years
Furniture and fixtures 3-5 years
Show booths 5 years
Leasehold improvements 5 years

c. Accounting Method

The Company's consolidated financial statements are prepared using the
accrual method of accounting. The Company has elected a December 31
year end.

d. Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company considers
all highly liquid investments purchased with a maturity of three months
or less to be cash equivalents.

e. Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from the estimates.

12
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 1 - NATURE OF ORGANIZATION (Continued)

f. Basic Loss Per Share

The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements as follows:

For the Years Ended
December 31,
------------------------------
1999 1998
-------------- -------------

Numerator (net loss) $ (4,742,597) $ (241,548)
Denominator (weighted average number
of shares outstanding) 20,264,997 12,077,400
-------------- ------------
Loss per share $ (0.23) $ (0.02)
============== ============

Fully diluted loss per share is not presented as any common stock
equivalents are antidilutive in nature.

g. Income Taxes

No provision for income taxes has been accrued because the Company has
net operating losses from inception. The net operating loss
carryforwards of approximately $4,900,000 at December 31, 1999 which
expire in 2019. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carryforwards will
expire unused. Accordingly, the potential tax benefits are offset by a
valuation account of the same amount.

h. Uninsured Corporate Cash Balances

The Company maintains its corporate cash balances at two banks.
Corporate cash accounts at banks are insured by the FDIC for up to
$100,000. Amounts in excess of insured limits were approximately
$80,000 at December 31, 1999.

i. Change in Accounting Principle

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value.
Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. The key
criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash
flows. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. Management believes the adoption
of this statement will have no material impact on the Company's
financial statements.

13
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 1 - NATURE OF ORGANIZATION (Continued)

j. Goodwill

Goodwill generated from the purchase of Avid Sportswear, Inc. is
amortized over a ten-year life using the straight-line method. The
Company will evaluate the recoverability of the goodwill annually. Any
impairment of goodwill will be realized in the period it is recognized.

k. Allowance for Doubtful Accounts

The Company's accounts receivable are shown net of an allowance for
doubtful accounts of $184,912 at December 31, 1999.

l. Reclassification

Certain December 31, 1998 balances have been reclassified to conform
with the December 31, 1999 financial statement presentation.

m. Advertising Expense

The Company expenses advertising costs as incurred.

n. Principles of Consolidation

The consolidated financial statements presented include the accounts of
Avid Sportswear & Golf Corp. and Avid Sportswear, Inc. All significant
intercompany accounts have been eliminated.

o. Revenue Recognition

The Company's revenue is created primarily from the sale of men's golf
apparel. Revenue is recognized when the product is shipped to and
accepted by the customer.

p. Subscribed Stock

Subscribed stock represents cash received from shareholders for the
Company's common shares for which the amount of shares to be issued has
not been determined.

NOTE 2 - INVENTORY

Inventories for December 31, 1999 consisted of the following:

December 31,
1999

Finished goods $ 1,703,643
Work-in-process 66,549
Raw materials and supplies 115,198
------------

Total $ 1,885,390
============

14
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 2 - INVENTORY (Continued)

Inventories for raw materials, finished goods and work-in-process are
stated at the lower of cost or market.

NOTE 3 - EQUITY TRANSACTIONS

On January 5, 1999, the Company issued 590,000 shares of common stock
at $0.25 per share for cash of $117,500 and debt conversion of $35,000.
Additional expense of $295,000 was recorded to reflect the discount
from $0.75 per share which was the price that the Company was selling
restricted stock to independent third parties.

On January 5, 1999, the Company issued 866,670 shares of common stock
valued at $0.75 per share for cash of $475,000 and conversion of debt
of $175,000.

On January 8, 1999, the Company issued 210,668 shares of common stock
valued at $0.75 per share for cash of $158,000.

On January 11, 1999, the Company issued 560,000 shares of common stock
for cash at $0.25 per share or $140,000. Additional expense of $280,000
was recorded to value the shares at $0.75 per share.

On January 11, 1999, the Company issued 800,000 shares of common stock
for media services at $0.75 per share.

On January 20, 1999, the Company issued 160,000 shares of common stock
for cash at $0.25 per share or $40,000. Additional expense of $80,000
was recorded to value the shares at $0.75 per share.

On January 27, 1999, the Company issued 1,100,000 shares of common
stock for the purchase of Avid Sportswear, Inc. valued at $0.75 per
share.

On February 4, 1999, the Company issued 372,002 shares of common stock
at $0.75 per share for cash of $279,002.

On March 11, 1999, the Company issued 1,220,000 shares of common stock
for cash at $0.25 per share or $305,000. Additional expense of $610,000
was recorded to value the shares at $0.75 per share.

On March 11, 1999, the Company issued 83,334 shares of common stock for
cash of $67,500.

On March 29, 1999, the Company issued 18,334 shares of common stock
valued at $0.75 per share for cash of $13,750.

On May 28, 1999, the Company issued 101,100 shares of common stock for
cash at $0.75 per share for cash of $75,825.

On September 22, 1999, the Company issued 50,000 shares of common stock
at $0.25 per share for cash of $12,500. Additional expense of $25,000
was recorded to value the shares at $0.75 per share.

15
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 3 - EQUITY TRANSACTIONS (Continued)

On December 28, 1999, the Company issued 5,344,200 shares of common
stock valued at $0.22 per share for the conversion of $1,175,724 of
debt. The shares are valued at the estimated market price on the date
of issuance.

On December 31, 1999, the Company issued 285,714 shares of common stock
valued at $0.35 per share for cash of $100,000.

NOTE 4 - NOTES PAYABLE - RELATED PARTIES

Notes payable - related parties consisted of the following at December
31, 1999:

Note payable to Director dated
December 9, 1999, bearing interest at
10%, unsecured and due on demand $ 300,000

Note payable to shareholder dated
January 29, 1999, bearing interest at
8.50%, secured by personal guarantee
of chief executive officer, due on demand 375,000
------------

Total Notes Payable - Related Parties $ 675,000
============

NOTE 5 - NOTES PAYABLE

Notes payable consisted of the following at December 31, 1999:

Note payable to bank bearing interest at
9.25%, requiring monthly interest
payments of $7,708 with the principal due
on November 17, 2000, secured by assets
of the Company, personal guarantees of
certain officers and certificates of
deposits of the officers at the bank. $ 1,000,000

Note payable to the bank bearing interest
at 8.25%, requiring monthly interest
payments of $1,106 with the principal due
on June 14, 2000, secured by assets of the
Company, personal guarantees of certain
officers and certificates of deposits of
the officers at the bank. 160,524

Note payable to individual dated
December 24, 2000, bearing interest at
12%, principal and interest due by
January 31, 2000, secured by personal
guarantees of certain officers. 200,000
-------------
Total notes payable 1,360,524

Less: amounts due by December 31, 2000 (1,360,524)
-------------

Total long-term debt $ -
=============

16
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC.

On December 18, 1998, the Company entered into a stock purchase and
sales agreement (Agreement) with Avid Sportswear & Golf Corp. (formerly
Golf Innovations Corp.) (GFIO), a Nevada corporation. This Agreement
was finalized on March 1, 1999. The Agreement called for GFIO to
purchase all of the outstanding stock of the Company for $725,000 and
1,100,000 shares of GFIO stock. Additionally, GFIO was to pay off all
of the notes payable to the shareholders of the Company and the notes
payable to Nations Bank, fka Bank IV. The total amounts of these notes
was $1,826,119 at the date of closing.

The following is a proforma consolidated balance sheet and income
statement reflecting the issuance of 1,100,000 shares of common stock
by GFIO to acquire 100% of the outstanding shares of common stock of
the Company as though the purchase occurred on December 31, 1998 and
for the year ended December 31, 1998. The acquisition of the Company by
GFIO was accounted for as a purchase of the Company by GFIO on March 1,
1999. The actual purchase generated goodwill of $2,559,331. The
difference between the actual goodwill and the proforma goodwill is the
result of the Company's operations from December 31, 1998 to the date
of closing. The goodwill will be amortized over a 10-year period. Any
impairment of goodwill will be recognized in the year it is realized.

ASSETS

Avid Proforma
Sportswear Avid Adjustments
and Golf Sportswear Increase Proforma
Corp. Inc. (Decrease) Consolidated
---------- ---------- ----------- -----------

CURRENT ASSETS
Cash $ 154,237 $ 40,282 $ 70,207 $ 264,726
Prepaid insurance 21,949 -- -- 21,949
Accounts receivable (net) -- 296,633 -- 296,633
Inventory -- 889,865 -- 889,865
---------- ---------- ---------- ----------
Total Current Assets 176,186 1,226,780 70,207 1,473,173

FIXED ASSETS (NET) 2,162 271,293 -- 273,455

OTHER ASSETS
Trademarks -- 2,902 -- 2,902
Goodwill -- -- 2,329,428 2,329,428
Accumulated amortization -- -- (232,942) (232,942)
---------- ---------- ---------- ----------

Total Other Assets -- 2,902 2,096,486 2,099,388
---------- ---------- ---------- ----------

TOTAL ASSETS $ 178,348 $ 1,500,975 $ 2,166,693 $3,846,016
========== ========== ========== ==========

17
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC. (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Avid Proforma
Sportswear Avid Adjustments
and Golf Sportswear Increase Proforma
Corp. Inc. (Decrease) Consolidated
---------- ---------- ----------- ------------

CURRENT LIABILITIES
Accounts payable $ -- $ 364,489 $ -- $ 364,489
Accrued expenses -- 63,353 -- 63,353
Notes payable 210,000 1,852,561 (924,369) 1,138,192
--------- ---------- --------- ----------

Total Current Liabilities 210,000 2,280,403 (924,369) 1,566,034
--------- ---------- --------- ----------
TOTAL LIABILITIES 210,000 2,280,403 (924,369) 1,566,034
--------- ---------- --------- ----------

STOCKHOLDERS' EQUITY
(DEFICIT)

Common stock: 50,000,000
shares authorized of
$0.001 par value,
19,740,770 shares issued
and outstanding 14,612 764,170 (759,041) 19,741
Additional paid-in capital 613,193 -- 2,539,447 3,152,640
Stock subscription receivable (60,000) -- -- (60,000)
Receivable from related (352,300) -- -- (352,300)
parties
Accumulated deficit (247,157) (1,543,598) 1,310,656 (480,099)
--------- ---------- --------- ----------

Total Stockholders' Equity
(Deficit) (31,652) (779,428) 3,091,062 2,279,982
--------- ---------- --------- ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 178,348 $1,500,975 $ 2,166,693 $3,846,016
========= ========== =========== ==========

18
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC. (Continued)

Avid Proforma
Sportswear Avid Adjustments
and Golf Sportswear Increase Proforma
Corp. Inc. (Decrease) Consolidated
---------- ---------- ----------- ------------

SALES, NET $ -- $ 3,721,829 $ -- $ 3,721,829

COST OF GOODS SOLD -- 2,678,906 -- 2,678,906
--------- ---------- --------- ----------

Gross Profit -- 1,042,923 -- 1,042,923
--------- ---------- --------- ----------

OPERATING EXPENSE

Selling expenses -- 576,260 -- 576,260
Depreciation and amortization 114 74,441 232,942 307,497
General and administrative 187,006 980,134 -- 1,167,140
--------- ---------- --------- ----------

Total Operating Expenses 187,120 1,630,835 232,942 2,050,897
--------- ---------- --------- ----------

OPERATING (LOSS) INCOME (187,120) (587,912) (232,942) (1,007,974)
--------- ---------- --------- ----------

OTHER INCOME EXPENSES

Bad debt expenses -- (21,554) -- (21,554)
Interest income 45 -- -- 45
Other income 527 -- -- 527
Loss of valuation of asset (55,000) -- -- (55,000)
Interest expense -- (134,384) -- (134,384)
--------- ---------- --------- ----------

Total Other Income Expenses (54,428) (155,938) -- (210,366)
--------- ---------- --------- ----------

LOSS BEFORE INCOME TAXES (241,548) (743,850) (232,942) (1,218,340)

INCOME TAXES -- -- -- --
--------- ---------- --------- ----------

NET LOSS $(241,548) $ (743,850) $(232,942) $(1,218,340)
========== =========== =========== ===========

19
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC. (Continued)

Proforma Adjustments

1) Goodwill (Golf Innovations) $ 2,329,428
Common stock (Avid) 764,170
Retained earnings (Avid) (1,543,598)
Common stock (Golf Innovations) (1,100)
Additional paid-in capital (Golf Innovations) (823,900)
Cash (Golf Innovations) (725,000)
------------

$ --
------------

To record purchase of Avid through the issuance of 1,100,000 shares of common
stock valued at $0.75 per share and $725,000 cash.

2) Cash (Golf Innovations) $ 1,719,576
Common stock (Golf Innovations) (4,029)
Additional paid-in capital (Golf Innovations) (1,715,547)
------------

$ --

To record the sale of 4,028,770 shares of common stock to fund the purchase
of AVID.

3) Amortization expense $ 232,942
Accumulated amortization - goodwill (232,942)
------------

$ --

To record one year of amortization expense based on a ten year life using the
straight-line method.

4) Notes payable (Avid) $ 1,826,119
Cash (Golf Innovations) (1,826,119)
------------

$ --
To reflect the payoff of the Avid notes payable.

5) Cash (Golf Innovations) $ 901,750
Notes payable (Golf Innovations) (901,750)
------------

$ --
============
To reflect cash received from notes payable.

20
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Financial Statements
December 31, 1998 and 1997

NOTE 7 - COMMITMENTS AND CONTINGENCIES

a. Office Lease

The Company leases its office and warehouse space under a
non-cancellable operating lease which expires on March 31, 2004. The
monthly rent amount is $10,114. Rent expense for the years ended
December 31, 1999 and 1998 was $124,846 and $52,241, respectively.

Future payments required under the lease terms are as follows:

For the
Years Ended
DECEMBER 31,
------------

2000 $ 91,026
2001 121,368
2002 121,368
2003 121,368
2004 30,342
-------------

$ 485,472
=============
b. Royalty Agreement

BRITISH OPEN COLLECTION. On December 8, 1998, the Company obtained the
sole and exclusive right and license to use certain trademarks
associated with the British Open Golf Championship. The licensor is The
Championship Committee Merchandising Limited, which is the exclusive
licensor of certain trademarks from The Royal & Ancient Golf Club of
St. Andrews, Scotland. This license is for the United States and its
territories and has a seven year term. Under this license, the Company
may manufacture, advertise, distribute and sell products bearing the
licensed trademarks to specialty stores and the menswear departments of
department stores. The Company is not permitted to sell these products
to discount stores or mass-market retail chains. In return for this
license, the Company must pay the licensor, on a quarterly basis, a
royalty equal to five percent of net wholesale sales of products
bearing these trademarks, subject to a guaranteed minimum royalty. Net
wholesale sales means the invoiced wholesale billing price, less
shipping, discounts actually given, duties, insurance, sales taxes,
value-added taxes and credits allowed for returns or defective
merchandise. The Company has accrued a payable of $100,000 for the
first year as a minimum guaranteed royalty. This amount is included in
the accrued expenses.

21
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

b. Royalty Agreement (Continued)

CONTRACT YEAR MINIMUM ROYALTY

1 $100,000
2 $125,000
3 $150,000
4 $175,000
5 $200,000
6 $200,000
7 $200,000

c. Royalty Agreement

DOCKERS GOLF. On May 10, 1999, our wholly-owned subsidiary obtained the
exclusive, nonassignable right to use the "Dockers Golf" trademark
solely in connection with the manufacturing, advertising, distribution
and sale of products to approved retailers. The licensor is Levi
Strauss & Co. This license is for the United States, its territories
and Bermuda. The license has an initial term expiring on December 31,
2003 and will renew for an additional three year term expiring December
31, 2006 if: (i) net sales of the licensed products for calendar year
2002 are at least $17.0 million and (ii) our wholly-owned subsidiary
has not violated any material provisions of the license. Thereafter,
the licensor will negotiate in good faith for up to two additional
three year terms if: (i) the license is renewed for the initial renewal
period, (ii) our wholly-owned subsidiary's net sales for each year in
the initial renewal period have exceeded its projected sales for each
such year and (iii) our wholly-owned subsidiary has not violated any
material provisions of the license. Subject to a guaranteed minimum
royalty, our wholly-owned subsidiary must pay the licensor a royalty of
six percent of net sales of first quality products and four percent of
net sales of second quality products and close-out or end-of season
products. If second quality products and close-out or end-of-season
products account for more than ten percent of total licensed product
sales, then the royalty on such products will be six percent instead of
four percent. The guaranteed minimum royalty is as follows: The minimum
guaranteed royalties will begin in 2000 when the Company begins
marketing the product.

MINIMUM
CONTRACT YEAR ROYALTY
------------- --------------
1 $ 250,000
2 $ 540,000
3 $ 765,000
4 $ 990,000

22
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

b. Royalty Agreement (Continued)

The guaranteed minimum royalty in the initial renewal period, if any,
will be equal to seventy-five percent of our wholly-owned subsidiary's
projected earned royalty derived from the sales plan provided for each
annual period contained in the initial renewal period. The guaranteed
minimum royalty is payable quarterly, except for the first year in
which it is payable as follows: $25,000 on March 31, 2000, $50,000 on
June 30, 2000, and $100,000 on December 31, 2000.

Our wholly-owned subsidiary is required to spend at least three percent
of its projected sales of licensed products for each year on
advertising for this brand. Between June 1, 1999 and December 31, 1999,
it was required to spend at least $240,000 on initial product launch
advertising. The license requires our wholly-owned subsidiary to
produce two collections per year for the spring/summer and winter/fall
seasons, in at least 52 styles, of which 40 must be tops and 12
bottoms. The licensor has the right to approve or disapprove in advance
of sale the trademark use, styles, designs, dimensions, details,
colors, materials, workmanship, quality or otherwise, and packaging.
The licensor also has the right to approve or disapprove any and all
endorsements, trademarks, trade names, designs and logos used in
connection with the license. Samples of the licensed products must be
submitted to the licensor for examination and approval or disapproval
prior to sale.

d. Employment Agreements

The Company's wholly-owned subsidiary has entered into a three year
employment agreement with Barnum Mow, commencing September 17, 1999.
Upon the expiration of the initial term, the agreement will
automatically renew for one year terms unless either party elects not
to renew the agreement by providing written notice to the other party
at least four months' prior to the expiration of any term. Mr. Mow is
employed as the Chief Executive Officer and President of Avid
Sportswear, Inc. His base salary is $300,000 per year, subject to
increases as determined by the employer. In addition to his salary, Mr.
Mow also received a bonus of $25,000 in 1999. His bonus will be the
same for each year during the term unless the employer establishes a
formal bonus plan. The employer will reimburse Mr. Mow for all
reasonable expenses incurred in connection with the performance of his
duties.

The Company's wholly-owned subsidiary has also entered into a five year
employment agreement with David Roderick, effective January 1, 1999.
From January 1999 until September 1999, Mr. Roderick was employed as
the President of Avid Sportswear, Inc. In September 1999, Mr. Roderick
became the Vice President of Production and Sales. His base salary is
$150,000, subject to increases as determined by the employer. In
addition, Mr. Roderick will be eligible for bonuses at the discretion
of the Board of Directors. The employer will reimburse Mr. Roderick for
all reasonable expenses incurred in connection with the performance of
his duties.

23
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 8 - CONCENTRATIONS OF RISK

a. Cash

The Company maintains a cash account at a financial institutions
located in Sarasota, Florida and Carson, California. The accounts are
insured by the Federal Deposit Insurance Corporation up to $100,000.
The Company's balances occasionally exceed that amount.

b. Accounts Receivable

The Company provides for accounts receivable as part of operations.
Management does not believe that the Company is subject to credit risks
outside the normal course of business.

c. Accounts Payable

The Company has one vendor which accounts for 40% of the total accounts
payable.

NOTE 9 - CUSTOMERS AND EXPORT SALES

During 1999, the Company operated one industry segment which was the
manufacturing and marketing of sports apparel.

The Company's financial instruments subject to credit risk are
primarily trade accounts receivable from its customers.

For the Year Ended
December 31, 1999
------------------

Foreign sales --
Domestic sales $ 2,360,596
------------
$ 2,360,596
============
NOTE 10 - LOSS ON VALUATION OF ASSET

During the year ended December 31, 1998, the Company purchased the
right to market and distribute the products manufactured by Bo Ah
Industrial Co. for $30,000 cash plus 300,000 shares of common stock
valued at $25,000. The Company elected not to distribute the products
because they were not compatible with the new business plan of the
Company, and the Company had no intent to develop or pursue the
distribution channels. The asset was written off, producing a loss of
$55,000.

24
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Former Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 11 - WARRANTS

The Company had the following warrants outstanding at December 31,
1999:

NUMBER DATE GRANTED EXERCISE PRICE EXERCISE DATE

39,000 Jan. 8, 1999 $0.01 Jan. 8, 2004

The Company recognized an expense of $53,235 on January 8, 1999 to
reflect the discount from the trading price to the exercise price.

NOTE 12 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 1999, officers and directors of the
Company advanced $1,379,677 to the Company, of which $265,058 was
repaid during the year, under revolving demand notes bearing interest
at 10.00%. The advances accrued interest of $61,105. The advances and
accrued interest were converted into 5,344,200 shares on December 28,
1999.

During the year ended December 31, 1999, a related party loaned the
Company $401,750 of which $26,750 was repaid leaving a balance due of
$375,000 (see Note 4).

During the year ended December 31, 1999, the Company received $253,500
in full satisfaction of the note receivable - related party from
December 31, 1998.

Certain officers and directors have pledged certificate of deposits as
additional collateral for the notes payable to the bank. Additionally,
these officers and directors have personally guaranteed the notes
payable to the banks, as well as the office lease agreement in Carson,
California.

A non-interest bearing, unsecured, due upon demand loan receivable of
$93,000 was due from Avid Sportswear which was purchased by the
Company on March 1, 1999. Additionally, there was a receivable from an
affiliated company for $5,800 which was non-interest bearing and due
on demand.

NOTE 13 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the relation of assets and liquidation of liabilities in
the normal course of business. However, the Company has current
liabilities in excess of current assets of $1,295,146 and has
generated significant losses for the years ended December 31, 1999 and
1998. For the year ended December 31, 2000, the Company anticipates
that it will need $2,000,000 to $4,000,000 of cash above the cash
generated by operations in order to meet operating requirements.
Management anticipates that the necessary cash will be provided from
existing shareholders and from the sales of additional shares through
private placements.

25
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Former Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 14 - SUBSEQUENT EVENTS

ISSUANCE OF COMMON STOCK

On January 17, 2000, the Company issued 1,200,000 shares of common
stock to an officer for services to be rendered in 2000.

RELATED PARTY LOANS

Subsequent to December 31, 1999, related parties have loaned the
Company $882,592.

CONVERSION OF RELATED PARTY LOANS

On February 1, 2000, a related party converted $236,498 of debt into
695,583 shares of common stock.

On January 25, 2000, related parties converted $372,562 of debt into
1,241,874 shares of common stock.

ISSUANCE OF WARRANTS

The Company failed to repay a note payable of $200,000 at January 31,
2000 as specified by the promissory note. Accordingly, the Company was
required to grant 100,000 warrants which are exercisable at $0.50 per
share and expire on August 1, 2003. The warrants were issued at a
price above the market price of the Company's stock.

STOCK OPTION PLAN

On January 17, 2000, the Company authorized a 2000 stock option
incentive plan (plan). The plan authorizes the issuance of up to
3,000,000 shares of common stock to key employees. On January 17,
2000, the Company granted 1,000,000 options to related parties
exercisable at $0.30 per share which was the trading price at the date
of grant. The remaining options will be issued at prices as determined
by the board of directors.

SALE OF COMMON STOCK

Subsequent to year end, the Company has sold 1,000,000 shares of
common stock for $350,000.

EMPLOYMENT AGREEMENT

On February 29, 2000, the Company entered into a three-year employment
agreement with its Chief Executive Officer, Earl Ingarfield. Mr.
Ingarfield will have a base salary of $325,000, plus annual cost of
living adjustments and other increases as determined by the Board of
Directors. Mr. Ingarfield's salary will be paid quarterly with the
Company's common stock on the last day of each calendar quarter.

<PAGE>
(Predecessor)
GOLF INNOVATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1997

<PAGE>

C O N T E N T S

Independent Auditors' Report...............................................F-3

Balance Sheet..............................................................F-4

Statements of Operations...................................................F-5

Statement of Stockholders' Equity (Deficit)................................F-6

Statements of Cash Flows...................................................F-7

Notes to the Financial Statements..........................................F-8

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders of Golf Innovations Corp.
(A Development Stage Company)
Sarasota, Florida

We have audited the accompanying balance sheet of Golf Innovations Corp. (a
development stage company) as of December 31, 1998 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the year ended
December 31, 1998 and from inception on September 19, 1997 through December 31,
1997 and 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golf Innovations Corp. (a
development stage company) as of December 31, 1998, and the results of its
operations and its cash flows for the year ended December 31, 1998 and from
inception on September 19, 1997 through December 31, 1997 and 1998 in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of the uncertainty.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
March 4, 1999

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Balance Sheet

ASSETS

December 31,
1998
------------
CURRENT ASSETS

Cash (Note 1) $ 154,237
Prepaid insurance 21,949
-----------
Total Current Assets 176,186
-----------

FIXED ASSETS (Note 2)

Computers - net 2,162
-----------
Total Fixed Assets 2,162
-----------

TOTAL ASSETS $ 178,348
===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Convertible notes payable (note 8) $ 210,000
-----------

Total Current Liabilities 210,000
-----------

TOTAL LIABILITIES 210,000
-----------

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: 25,000,000 share authorized of $0.001 par
value, 14,612,000 shares issued and outstanding 14,612
Additional paid-in capital 613,193
Common stock subscription receivable (Note 4) (60,000)
Receivable - related parties (Note 5) (352,300)
Deficit accumulated during the development stage (247,157)
-----------

Total Stockholders' Equity (Deficit) (31,652)
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 178,348
===========

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Statements of Operations

From Inception on
September 19, 1997 through
December 31 December 31
--------------------------
1998 1997 1998
----------- --------- ---------
<S> <C> <C> <C>
REVENUE $ -- $ -- $ --

EXPENSES
Depreciation 114 -- 114
General and administration 187,006 5,609 192,615
--------- --------- ---------

Total Expenses 187,120 5,609 192,729
--------- --------- ---------

LOSS FROM OPERATIONS (187,120) (5,609) (192,729)
--------- --------- ---------

OTHER INCOME (LOSS)

Interest income 45 -- 45
Other income 527 -- 527
Loss on valuation of asset (Note 7) (55,000) -- (55,000)
--------- --------- ---------

Total Other Income (Loss) (54,428) -- (54,428)
--------- --------- ---------

NET LOSS (241,548) (5,609) (247,157)

OTHER COMPREHENSIVE INCOME -- -- --
--------- --------- ---------

NET COMPREHENSIVE LOSS $ (241,548) $ (5,609) $ (247,157)
========= =========

BASIC LOSS PER SHARE $ (0.02) $ (0.00)
========= =========

FULLY DILUTED LOSS PER SHARE $ (0.02) $ (0.00)
========= ========= ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)

Deficit
Accumulated
Common Stock Additional During the
----------------------- Paid-in Subscriptions Development
Shares Amount Capital Receivable Stage
------ ------ ------- ---------- -----------

<S> <C> <C> <C> <C> <C>
Balance at inception on September 19, 1997 -- $ -- $ -- $ -- $ --

October 1997, common stock issued for
cash at $0.00333 per share 3,000,000 3,000 7,000 -- --

Net loss for the year ended December 31, 1997
-- -- -- -- (5,609)
--------- ------- ----------- ----------- -----------
Balance,
December 31, 1997 300,000 3,000 7,000 -- (5,609)

February 1998, common stock issued
for assets at $0.08333 per share 300,000 300 24,700 -- --

February 1998, common stock issued
for cash at $0.08333 per share 3,000,000 3,000 247,000 -- --

June 1998, common stock issued for
cash at $0.00333 per share 6,000,000 6,000 14,000 -- --

August 1998, common stock issued for
cash at $0.15 per share 1,500,00 1,500 223,500 -- --

August 1998, common stock issued for
subscriptions at $0.15 per share 400,000 400 59,600 (60,000) --

December 1998, common stock issued
for cash at $0.25 per share 412,000 412 102,588 -- --

Stock offering costs -- -- (65,195) -- --

Net loss for the year ended December 31, 1998 -- -- -- -- (241,548)
--------- ------- ----------- ----------- -----------

Balance,
December 31, 1998 14,612,000 $ 14,612 $ 613,193 $ (60,000) $ (247,147)
========== ========= ========= ========= ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Statements of Cash Flows

From Inception on
September 19, 1997 through
December 31,
December 31, --------------------------
1998 1997 1998
---- ---- ----
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (241,548) $ (5,609) $(247,157)
Adjustments to reconcile net loss to net cash (used) by operating activities:
Loss on valuation of asset 55,000 -- 55,000
Depreciation 114 -- 114
Changes in Operating Assets and Liabilities:
(Increase) decrease in prepaid expenses (20,949) (1,000) (21,949)
----------- -------- ---------
Net Cash (Used) by Operating Activities (207,383) (6,609) (213,992)
----------- -------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (32,276) -- (32,276)
----------- -------- ---------

Net Cash (Used) by Investing Activities (32,276) -- (32,276)
----------- -------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on notes payable 210,000 -- 210,000
Loans to related parties (352,300) -- (352,300)
Common stock issued for cash 598,000 10,000 608,000
Stock offering costs (65,195) -- (65,195)
----------- -------- ---------

Net Cash Provided by Financing Activities 390,505 10,000 400,505
----------- -------- ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS 150,846 3,391 154,237

CASH AND CASH EQUIVALENTS AT BEGINNING 3,391 -- --
OF PERIOD
----------- -------- ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 154,237 $ 3,391 $ 154,237
=========== ======== =========

Cash Paid For:

Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --

Non-Cash Financing Activities:

Issuance of common stock on subscription $ 60,000 $ -- $ 60,000
Issuance of common stock for assets $ 25,000 $ -- $ 25,000
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant accounting policies of Golf Innovations
Corp. is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of
the Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.

a. Organization and Business Activities

Golf Innovations Corp. was incorporated under the laws of the State of
Nevada on September 19, 1997. The Company has been in the development
stage since incorporation.

b. Depreciation

Depreciation is provided using the straight-lien method over the
assets' estimated useful life of five years.

c. Accounting Method

The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.

d. Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company considers
all highly liquid investments purchased with a maturity of three
months or less to be cash equivalents.

e. Estimates

f. Basic Loss Per Share

The computation of basic loss per share of common stock is based on
the weighted average number of shares of common stock outstanding
during the period presented. The fully diluted loss per share
computation includes the shares to be issued from the convertible
notes payable.

F-8
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998

NOTE 1 - NATURE OF ORGANIZATION (Continued)

g. Income Taxes

No provision for income taxes has been accrued because the Company has
net operating losses from inception. The net operating loss
carryforwards of approximately $247,000 at December 31, 1998 which
expire in 2013. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carryforwards will
expire unused. Accordingly, the potential tax benefits are offset by a
valuation account of the same amount.

h. Uninsured Corporate Cash Balances

The Company maintains its corporate cash balances at one bank.
Corporate cash accounts at banks are insured by the FDIC for up to
$100,000. Amounts in excess of insured limits were approximately
$54,237 at December 31, 1998.

i. Change in Accounting Principle

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components
(revenues, expenses gains, and losses) in a full set of general
purpose financial statements. This statement requires that an
enterprise (a) classify items of other comprehensive income by their
nature in a financial statement and (b) display the accumulated
balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a
statement of financial position. SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. The Company has retroactively
applied the provisions of this new standard by showing the other
comprehensive income for all years presented.

NOTE 2 - FIXED ASSETS

Fixed assets at December 31, 1998 consisted of the following:

December 31,
1998
-----------

Computers $ 2,276
Less accumulated depreciation (114)
-----------------

Net Fixed Assets $ 2,162
=================

Depreciation expense for the year ended December 31, 1998 was $114.

Depreciation expense is computed using the straight-line method over a
three year life.

F-9
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the relation of assets and liquidation of liabilities in
the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. The Company is in the
process of acquiring a company in the sports wear industry and
investigating other companies for possible future acquisition. It also
intends to collect the proceeds of its stock subscriptions and loans
receivable. In the interim, management has committed to meeting its
operating costs.

NOTE 4 - STOCK SUBSCRIPTION RECEIVABLE

The Company has issued 400,000 shares of its common stock pursuant to
a subscription to officers and directors of the Company. The
subscription price is $0.15 per share and the subscription provides
that the principal and interest accrued at 8 percent (8%) per annum
from August 1998 is to be paid in full in August of 1999. In the event
that the borrower is unable to make available the necessary funds to
complete payment upon demand, the Company agrees to negotiate
installment terms to satisfy that demand.

NOTE 5 - RELATED PARTY TRANSACTIONS

At December 31, 1998, the Company was owed in the amount of $412,300
monies from officers, directors or affiliated business ventures
consisting of the following:

Notes receivable $ 253,500
Loans receivable 98,800
Stock subscriptions receivable (Note 4) 60,000
-----------------

$ 412,300
=================

NOTE 6 - ORGANIZATION COSTS

The Company incurred one-time start-up costs since the date of
inception which were accrued as follows:

DECEMBER 31,
----------------------------------
1998 1997
---------------- --------------

Start-up costs $ 47,895 $ 5,609
============== =============

Consistent with the adoption of SOP 98-5, these costs were expensed as
incurred as of the balance sheet dates presented.

F-10
<PAGE>

GOLF INNOVATIONS CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998

NOTE 7 - LOSS ON VALUATION OF ASSET

During the year ended December 31, 1998, the Company purchased
distribution rights for $30,000 cash plus 100,000 shares of its common
stock valued at par. Accordingly, an asset was recorded in the amount
of $55,000. As of December 31, 1998, the Company's management
determined that the agreement had a net realizable value of $-0-,
therefore, the asset was written off producing a loss of $55,000.

NOTE 8 - CONVERTIBLE NOTES PAYABLE

On December 30, 1998, the Company received $210,000 cash and issued a
note payable which was convertible into 373,336 shares of the
Company's common stock. The note is unsecured, non-interest bearing
and due upon demand (see Note 9).

NOTE 9 - SUBSEQUENT EVENTS

As of January 28, 1999, payment had been received in the amount of
$237,000 of the loans receivable - related party as presented in the
accompanying balance sheet at December 31, 1998.

Subsequent to the date of the balance sheet, the note payable in the
amount of $210,000 was converted into 373,336 shares of the Company's
common stock.

NOTE 10 - PURCHASE OF AVID SPORTSWEAR, INC.

On December 18, 1998, the Company entered into a stock purchase and
sales agreement (Agreement) with Avid Sportswear, Inc. (AVID), a
California corporation. This Agreement was finalized on March 1, 1999.
The Agreement called for the Company to purchase all of the
outstanding stock of AVID for $725,000 and 1,100,000 shares of stock.
Additionally, the Company was to pay off all of the notes payable to
the shareholders of AVID and the notes payable to Nations Bank, fka
Bank IV. The total amounts of these notes was $1,826,119 at the date
of closing.

The following is an unaudited proforma consolidated balance sheet and
income statement assuming the issuance of 1,100,000 shares of common
stock by the Company to acquire 100% of the outstanding shares of
common stock of AVID. The acquisition of AVID by the Company will be
accounted for as a purchase of AVID.

F-11
<PAGE>

GOLF INNOVATIONS CORP.
Consolidated Proforma Balance Sheet
December 31, 1998
(Unaudited)

ASSETS

Proforma
Adjustments Increase Proforma
Golf Innovations Inc. Avid Sportswear Inc. (Decrease) Consolidated
--------------------- -------------------- ---------- ------------

<S> <C> <C> <C> <C>
CURRENT ASSETS

Cash $ 154,237 $ 40,282 $ 994,576 $ 1,189,095
Prepaid insurance 21,949 -- -- 21,949
Accounts receivable (net) -- 296,633 -- 296,633
Inventory -- 889,865 -- 889,865
------------- ------------ ------------- ------------
Total Current Assets 176,186 1,226,780 994,576 2,397,542
------------- ------------ ------------- ------------

FIXED ASSETS (NET) 2,162 271,293 -- 273,455
------------- ------------ ------------- ------------

OTHER ASSETS

Trademarks -- 2,902 -- 2,902
Goodwill -- -- 1,779,428 1,779,428
Accumulated amortization -- -- (177,943) (177,943)
------------- ------------ ------------- ------------

Total Other Assets -- 2,902 1,601,485 1,604,387
------------- ------------ ------------- ------------

TOTAL ASSETS $ 178,348 $ 1,500,975 $ 2,596,061 $ 4,275,384
============= ============ ============= ============
</TABLE>

F-12
<PAGE>

GOLF INNOVATIONS CORP.
Consolidated Proforma Balance Sheet
December 31, 1998
(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Proforma
Adjustments Increase Proforma
Golf Innovations Inc. Avid Sportswear Inc. (Decrease) Consolidated
--------------------- -------------------- ---------- ------------
<S> <C> <C> <C> <C>

CURRENT LIABILITIES

Accounts payable
Accrued expenses -- 63,353 -- 63,353
Notes payable 210,000 1,852,561 -- 2,062,561
----------- ----------- ----------- -----------

Total Current Liabilities 210,000 2,280,403 -- 2,490,403
----------- ----------- ----------- -----------

TOTAL LIABILITIES 210,000 2,280,403 -- 2,490,403
----------- ----------- ----------- -----------

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: 25,000,000 shares
authorized of $0.001 par value,
19,740,770 shares issued and
outstanding 14,612 764,170 (759,041) 19,741

Additional paid-in capital 613,193 -- 1,989,447 2,602,640

Stock subscription receivable (60,000) -- -- (60,000)

Receivable from related parties (352,300) -- -- (352,300)

Accumulated deficit (247,157) (1,543,598) 1,365,655 (425,100)
----------- ----------- ------------ ------------
Total Stockholders' Equity (Deficit) (31,652) (779,428) 2,596,061 1,784,981
----------- ----------- ------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 178,348 $ 1,500,975 $ 2,596,061 $ 4,275,384
=========== =========== ============ ============
</TABLE>

F-13
<PAGE>

GOLF INNOVATIONS CORP.
Consolidated Proforma Statement of Operations
December 31, 1998
(Unaudited)

Proforma Adjustments Increase Proforma
Golf Innovations Inc. Avid Sportswear Inc. (Decrease) Consolidated
--------------------- -------------------- ---------- ------------

<S> <C> <C> <C> <C>
SALES, NET $ -- $ 3,721,829 $ -- $ 3,721,829

COST OF GOODS SOLD -- 2,678,906 -- 2,678,906
--------------- -------------- ----------- -----------

Gross Profit -- 1,042,923 -- 1,042,923
--------------- -------------- ----------- -----------

OPERATING EXPENSE

Total Operating Expenses (187,120) 1,630,835 177,943 1,995,898
--------------- -------------- ----------- -----------

OPERATING (LOSS) INCOME (187,120) (587,912) (177,943) (952,975)
--------------- -------------- ----------- -----------

OTHER INCOME EXPENSES

Bad debt expenses -- (21,554) -- (21,554)
Interest income 45 -- -- 45
Other income 527 -- -- 527
Loss on valuation of asset (55,000) -- -- (55,000)
Interest expense -- (134,384) -- (134,384)
--------------- -------------- ----------- -----------

Total Other Income Expenses (54,428) (155,938) -- (210,366)
--------------- -------------- ----------- -----------

LOSS BEFORE INCOME TAXES (241,548) (743,850) -- (1,163,341)

INCOME TAXES -- -- -- --
--------------- -------------- ----------- -----------

NET LOSS $ (241,548) $ (743,850) $ (177,943) $ (1,163,341)
=============== ============== =========== ==========
</TABLE>

F-14
<PAGE>

GOLF INNOVATIONS CORP.
Summary of Proforma Adjustments
December 31, 1998
(Unaudited)

<S> <C>
Proforma Adjustments

1) Goodwill (Golf Innovations) $ 1,779,428
Common stock (Avid) 764,170
Retained earnings (Avid) (1,543,598)
Common stock (Golf Innovations) (1,100)
Additional paid-in capital (Golf Innovations) (273,900)
Cash (Golf Innovations) (725,000)
-----------------

$ --
=================

To record purchase of Avid through the issuance of 1,100,000 shares of common stock valued at
$0.25 per share and $725,000 cash.

2) Cash (Golf Innovations) $ 1,719,576
Common stock (Golf Innovations) (4,029)
Additional paid-in capital (Golf Innovations) (1,715,547)
-----------------

$ --
=================

To record the sale of 4,028,770 shares of common stock to fund the purchase of AVID.

3) Amortization expense $ 177,943
Accumulated amortization - goodwill (177,943)
-----------------

$ --
=================

To record 1 year of amortization expense based on a ten year life.

</TABLE>

F-15
<PAGE>

AVID SPORTSWEAR, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1997

<PAGE>

C O N T E N T S

Independent Auditors' Report...............................................F-3

Balance Sheet..............................................................F-4

Statements of Operations...................................................F-5

Statements of Stockholders' Equity (Deficit)...............................F-7

Statements of Cash Flows...................................................F-8

Notes to the Financial Statements..........................................F-9

F-2
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Avid Sportswear, Inc.
Carson, California

We have audited the accompanying balance sheet of Avid Sportswear, Inc. as of
December 31, 1998 and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Avid Sportswear, Inc. as of
December 31, 1998 and the results of its operations and its cash flows for the
years ended December 31, 1998 and 1997 in conformity with generally accepted
accounting principles.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
April 22, 1999

F-3
<PAGE>

AVID SPORTSWEAR, INC.
BALANCE SHEET

ASSETS

December 31,
1998
-----------------

CURRENT ASSETS

Cash $ 40,282
Accounts receivable, net (Note 2) 296,633
Inventory (Note 3) 889,865
-----------------

Total Current Assets 1,226,780
-----------------

EQUIPMENT (Note 4)

Machinery and equipment 244,790
Furniture and fixtures 79,304
Show booths 283,406
Leasehold improvements 3,748
Less: accumulated depreciation (339,955)
-----------------

Total Equipment 271,293
-----------------

OTHER ASSETS

Trademarks 2,902
-----------------

Total Other Assets 2,902
-----------------

TOTAL ASSETS $ 1,500,975
=================

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

AVID SPORTSWEAR, INC.
BALANCE SHEET (CONTINUED)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

December 31,
1998
-----------------------
<S> <C>
CURRENT LIABILITIES

Cash overdraft $ --
Accounts payable 364,489
Accrued expenses 63,353
Notes payable - related (Note 5) 943,000
Notes payable (Note 6) 909,561
-----------------

Total Current Liabilities 2,280,403
-----------------

Total Liabilities 2,280,403
-----------------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, no par value, 1,000,000 shares
authorized; 34,485.72 and 32,771.42 shares
issued and outstanding, respectively 764,170
Accumulated deficit (1,543,598)
-----------------

Total Stockholders' Equity (Deficit) (779,428)
-----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ $1,500,975
=================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

AVID SPORTSWEAR, INC.
STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED
DECEMBER 31,
--------------------------------------------------
1998 1997
----------------------- -----------------------
<S> <C> <C>

SALES, NET $ 3,721,829 $ 2,848,815

COST OF GOODS SOLD 2,678,906 1,964,284
----------------------- -----------------------

Gross Margin 1,042,923 884,531
----------------------- -----------------------

OPERATING EXPENSES

Selling expenses 576,260 459,952
Depreciation expense 74,441 53,057
General and administrative expenses 980,134 751,813
----------------------- -----------------------

Total Operating Expenses 1,630,835 1,264,822
----------------------- -----------------------

(Loss) from Operations (587,912) (380,291)
----------------------- -----------------------

OTHER (EXPENSE)

Interest expense (134,384) (105,849)
Bad debt expense (21,554) (36,216)
----------------------- -----------------------

Total Other Income (Expense) (155,938) (142,065)
----------------------- -----------------------

NET (LOSS) $ (743,850) $ (522,356)
======================= =======================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

AVID SPORTSWEAR, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

COMMON STOCK
---------------------------------------
STOCK ACCUMULATED
SHARES AMOUNT SUBSCRIPTION DEFICIT
----------------- ----------------- ------------------ ------------------

<S> <C> <C> <C> <C>
Balance, December 31, 1996 28,142.88 $ $539,170 $ (75,000) $ (277,392)

Issuance of common stock for cash at
$37.81 per share 4,628.54 175,000 -- --

Net loss for the year ended
December 31, 1997 -- -- -- (522,356)
----------------- ----------------- ------------------ ------------------

Balance, December 31, 1997 32,771.42 714,170 -- (799,748)

Receipt of stock subscription -- -- 75,000 --

Common stock issued for cash at $29.17
per share 1,714.30 50,000 -- --

Net loss for the year ended
December 31, 1998 -- -- -- (743,850)
----------------- ----------------- ------------------ ------------------

Balance, December 31, 1998 34,485.72 $ 764,170 $ -- $ (1,543,598)
================= ================= ================== ==================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE>

AVID SPORTSWEAR, INC.
STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------------------
1998 1997
------------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss) $ (743,850) $ (522,356)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization 74,441 53,057
Bad debt expense 21,554 36,216
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 9,810 (93,649)
(Increase) decrease in inventory 108,513 (387,166)
(Increase) decrease in other assets 17,153 2,307
Increase (decrease) in accounts payable (60,977) 225,242
Increase (decrease) in accrued expenses 11,254 6,711
------------------- -------------------

Net Cash Provided (Used) in Operating Activities (562,102) (679,638)
------------------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment (190,312) (101,089)
------------------- ------------------

Net Cash Used in Investing Activities (190,312) (101,089)
------------------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES

Payments on notes payable -- (50,000)
Proceeds from notes payable 99,696 --
Issuance of stock 50,000 250,000
New borrowings from related parties 643,000 180,000
------------------- -------------------

Net Cash Provided by Financing Activities 792,696 380,000
------------------- -------------------

NET INCREASE (DECREASE) IN CASH 40,282 (400,727)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR -- 400,727
------------------- -------------------

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 40,282 $ --
=================== ===================

CASH PAID FOR:

Interest $ 42,387 $ 31,592
Income taxes $ -- $ --
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8
<PAGE>

AVID SPORTSWEAR, INC.
Notes to the Financial Statements
December 31, 1998 and 1997

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The financial statements presented are those of Avid Sportswear, Inc.
(the Company). The Company was incorporated in the state of California
on October 6, 1988 to carry on any lawful activity under the laws of
California. The Company is engaged in the business of designing and
producing golfwear and other custom made clothing.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.

b. Income Taxes

The Company had elected to be taxed as a Sub-Chapter S corporation,
accordingly, there is no provision for income taxes at the corporate
level.

c. Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.

d. Inventory

Inventories of raw materials, finished goods and work-in-process are
stated at the lower of cost or market. The cost of the inventory
includes the purchase price and direct costs such as freight-in.

e. Revenue Recognition

The Company's revenue is derived primarily from the sale of apparel.
The revenue is recognized upon completion and shipment to the customer.
The cost of work-in-process and finished goods includes all direct
materials, labor and those indirect costs related to the apparel.
Selling, general and administrative costs are expensed as incurred.

f. Estimates

g. Allowance for Doubtful Accounts

The Company's accounts receivable are shown net of an allowance for
doubtful accounts of $250,947 and $124,611 at December 31, 1998 and
1997, respectively.

h. Reclassification

Certain December 31, 1997 balances have been reclassified to conform
with the December 31, 1998 financial statement presentation.

i. Advertising Expense

The Company expenses advertising costs as incurred.

F-9
<PAGE>

AVID SPORTSWEAR, INC.
Notes to the Financial Statements
December 31, 1998 and 1997

NOTE 3 - INVENTORY

Inventories for December 31, 1998 consisted of the following: December 31,
1998
---------------------

<S> <C>
Finished goods $ 402,222
Work-in-process 149,247
Raw materials and supplies 338,396

---------------------
Total $ 889,865
=====================
</TABLE>

NOTE 4 - EQUIPMENT

All equipment is accounted for at cost. Equipment is depreciated over
its estimated useful lives using accelerated methods. For the years
ended December 31, 1998 and 1997, the Company expensed $74,441 and
$53,057 in depreciation.

NOTE 5 - NOTE PAYABLE - RELATED PARTY

The Company has received advances from related parties which bear
interest at various rates, from 8% to 10.25% are unsecured and due on
demand. The balances due at December 31, 1998 and 1997 were $943,000
and $300,000. All of the notes were paid off subsequent to December 31,
1998 in conjunction with the merger with Golf Innovations, Inc. (Note
10).

NOTE 6 - NOTES PAYABLE

<S> <C>
Notes payable at December 31, 1998 consisted of the following:

Note payable to Nations Bank, fka Bank IV; secured by accounts receivable,
inventory and fixed assets, bearing interest at 10% and due February 1,
1999. $ 469,865

Line of credit payable to Nations Bank, fka Bank IV, secured by accounts
receivable, inventory and fixed assets, bearing interest at 10.25% and
due February 1, 1999. 340,000

Irrevocable letter of credit due to Nations Bank, fka Bank IV, secured by accounts
receivable, inventory and fixed assets, bearing interest at 10.25% and due February 1,
1999. 99,696
---------

$ 909,561
=========
</TABLE>

All of these notes payable were paid off subsequent to year end in
conjunction with the merger with Golf Innovations, Inc. (Note 10).

NOTE 7 - COMMITMENTS AND CONTINGENCIES

a. Office Lease

The Company leases its office and warehouse space on a month-to-month
basis. Rent expense for the years ended December 31, 1998 and 1997 was
$52,241 and $51,600, respectively.

F-10
<PAGE>

AVID SPORTSWEAR, INC.
Notes to the Financial Statements
December 31, 1998 and 1997

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

b. Royalty Agreement

BRITISH OPEN COLLECTION. On December 8, 1998, the Company obtained the
sole and exclusive right and license to use certain trademarks
associated with the British Open Golf Championship. The licensor is The
Championship Committee Merchandising Limited, which is the exclusive
licensor of certain trademarks from The Royal & Ancient Golf Club of
St. Andrews, Scotland. This license is for the United States and its
territories and has a seven year term. Under this license, the Company
may manufacture, advertise, distribute and sell products bearing the
licensed trademarks to specialty stores and the menswear departments of
department stores. It is not permitted to sell these products to
discount stores or mass-market retail chains. In return for this
license, the Company must pay the licensor, on a quarterly basis, a
royalty equal to five percent of net wholesale sales of products
bearing these trademarks, subject to a guaranteed minimum royalty. Net
wholesale sales means the invoiced wholesale billing price, less
shipping, discounts actually given, duties, insurance, sales taxes,
value-added taxes and credits allowed for returns or defective
merchandise.

CONTRACT YEAR MINIMUM ROYALTY

1 $100,000
2 $125,000
3 $150,000
4 $175,000
5 $200,000
6 $200,000
7 $200,000

NOTE 8 - CONCENTRATIONS OF RISK

a. Cash

The Company maintains a cash account at a financial institution located
in Carson, California. The account is insured by the Federal Deposit
Insurance Corporation up to $100,000. The Company's balances
occasionally exceed that amount.

b. Accounts Receivable

The Company provides for accounts receivable as part of operations.
Management does not believe that the Company is subject to credit risks
outside the normal course of business.

c. Royalty Agreement

The Company has signed a licensing agreement with Major League Baseball
which expires on December 31, 1999. The agreement calls for the Company
to pay a royalty fee of 11% of sales of Major League Baseball apparel.
Royalty expense for the years ended December 31, 1998 and 1997 was
$17,942 and $23,500, respectively.

F-11
<PAGE>

AVID SPORTSWEAR, INC.
Notes to the Financial Statements
December 31, 1998 and 1997

NOTE 9 - CUSTOMERS AND EXPORT SALES

During 1998 and 1997, the Company operated one industry segment which
includes the manufacturing and marketing of apparel.

The Company's financial instruments subject to credit risk are
primarily trade accounts receivable from its customers.

FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------------
1998 1997
----------------------- ---------------------
Foreign sales $ -- $ --
Domestic sales 3,721,829 2,848,815
----------------------- ---------------------
$ 3,721,829 $ 2,848,815
======================= =====================

NOTE 10 - MERGER WITH GOLF INNOVATIONS, INC.

On December 18, 1998, the Company entered into a stock purchase and
sales agreement (Agreement) with Golf Innovations, Inc. (GFIO), a
Nevada corporation. This Agreement was finalized on March 1, 1999. The
Agreement called for GFIO to purchase all of the outstanding stock of
the Company for $725,000 and 1,100,000 shares of GFIO stock.
Additionally, GFIO was to pay off all of the notes payable to the
shareholders of the Company and the notes payable to Nations Bank, fka
Bank IV. The total amounts of these notes was $1,826,119 at the date of
closing.

The following is an unaudited proforma consolidated balance sheet and
income statement assuming the issuance of 1,100,000 shares of common
stock by GFIO to acquire 100% of the outstanding shares of common stock
of the Company. The acquisition of the Company by GFIO will be
accounted for as a purchase of the Company by GFIO.

F-12
<PAGE>

AVID SPORTSWEAR, INC.
CONSOLIDATED PROFORMA BALANCE SHEET
DECEMBER 31, 1998
(UNAUDITED)

PROFORMA
ADJUSTMENTS
INCREASE PROFORMA
GOLF INNOVATIONS, INC. AVID SPORTSWEAR, INC. (DECREASE) CONSOLIDATED
-----------------------------------------------------------------------------------------------

CURRENT ASSETS

<S> <C> <C> <C> <C>
Cash $ 154,237 $ 40,282 $ 994,576 $ 1,189,095
Prepaid insurance 21,949 -- -- 21,949
Accounts receivable (net) -- 296,633 -- 296,633
Inventory -- 889,865 -- 889,865
-------------- -------------- ----------- ----------

Total Current Assets 176,186 1,226,780 994,576 2,397,542
-------------- -------------- ----------- ----------

FIXED ASSETS (NET) 2,162 271,293 -- 273,455
-------------- -------------- ----------- ----------

OTHER ASSETS

Trademarks -- 2,902 -- 2,902
Goodwill -- -- 1,779,428 1,779,428
Accumulated amortization -- -- (177,943) (177,943)
-------------- -------------- ----------- ----------
Total Other Assets -- 2,902 1,601,485 1,604,387
-------------- -------------- ----------- ----------

TOTAL ASSETS $ 178,348 $ 1,500,975 $ 2,596,061 $ 4,275,384
============== ============== =========== ==========
</TABLE>

F-13
<PAGE>

AVID SPORTSWEAR, INC.
CONSOLIDATED PROFORMA BALANCE SHEET
DECEMBER 31, 1998
(UNAUDITED)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

PROFORMA
ADJUSTMENTS
INCREASE PROFORMA
GOLF INNOVATIONS, INC. AVID SPORTSWEAR, INC. (DECREASE) CONSOLIDATED
---------------------- --------------------- ---------- ------------
<S> <C> <C> <C> <C>

CURRENT LIABILITIES

Accounts payable $ -- $ 364,489 $ -- $ 364,489
Accrued expenses -- 63,353 -- 63,353
Notes payable 210,000 1,852,561 -- 2,062,561
------------ -------------- --------- ----------
Total Current Liabilities 210,000 2,280,403 -- 2,490,403
------------ -------------- --------- ----------
TOTAL LIABILITIES 210,000 2,280,403 -- 2,490,403
------------ -------------- --------- ----------

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: 25,000,000 shares
authorized of $0.001 par value,
19,740,770 shares issued and
outstanding 14,612 764,170 (759,041) 19,741
Additional paid-in capital 613,193 -- 1,989,447 2,602,640
Stock subscription receivable (60,000) -- -- (60,000)
Receivable from related parties (352,300) -- -- (352,300)
Accumulated deficit (247,157) (1,543,598) 1,365,655 (425,100)
------------ -------------- --------- ----------

Total Stockholders' Equity (Deficit) (31,652) (779,428) 2,596,061 1,784,981
------------ -------------- --------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 178,348 $ 1,500,975 $ 2,596,061 $ 4,275,384
============ ============== ========= ----------
</TABLE>

F-14
<PAGE>

AVID SPORTSWEAR, INC.
CONSOLIDATED PROFORMA STATEMENT OF OPERATIONS
DECEMBER 31, 1998
(UNAUDITED)

PROFORMA
ADJUSTMENTS
INCREASE PROFORMA
GOLF INNOVATIONS, INC. AVID SPORTSWEAR, INC. (DECREASE) CONSOLIDATED
---------------------- --------------------- ---------- ------------

<S> <C> <C> <C> <C>
SALES, NET $ -- $ 3,721,829 $ -- $ 3,721,829
------------ --------------- ------------ ------------
COST OF GOODS SOLD -- 2,678,906 -- 2,678,906
------------ --------------- ------------ ------------
Gross Profit -- 1,042,923 -- 1,042,923
------------ --------------- ------------ ------------
OPERATING EXPENSE

Selling expenses -- 576,260 -- 576,260
Depreciation and amortization 114 74,441 177,943 252,498
General and administrative 187,006 980,134 -- 1,167,140
------------ --------------- ------------ ------------
Total Operating Expenses 187,120 1,630,835 177,943 1,995,898
------------ --------------- ------------ ------------
OPERATING (LOSS) INCOME (187,120) (587,912) (177,943) (952,975)
------------ --------------- ------------ ------------
OTHER INCOME EXPENSES

Total Other Income Expenses (54,428) (155,938) -- (210,366)
------------ --------------- ------------ ------------
LOSS BEFORE INCOME TAXES (241,548) (743,850) -- (1,163,341)

INCOME TAXES -- -- -- --
------------ --------------- ------------ ------------

NET LOSS $ (241,548) $ (743,850) $ (177,943) $ (1,163,341)
============ =============== ============ ------------

</TABLE>

F-15
<PAGE>

AVID SPORTSWEAR, INC.
SUMMARY OF PROFORMA ADJUSTMENTS
DECEMBER 31, 1998
(UNAUDITED)

<S> <C>
Proforma Adjustments

To record purchase of Avid through the issuance of 1,100,000 shares of common stock valued
at $0.25 per share and $725,000 cash.

2) Cash (Golf Innovations) $ 1,719,576
Common stock (Golf Innovations) (4,029)
Additional paid-in capital (Golf Innovations) (1,715,547)
=======================
$ --
=======================

To record the sale of 4,028,770 shares of common stock to fund the purchase of AVID.

3) Amortization expense $ 177,943
Accumulated amortization - goodwill (177,943)
-----------------------
$ --
=======================
</TABLE>

To record 1 year of amortization expense based on a ten year life using the
straight-line method.

F-16
<PAGE>

PART III

ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION LOCATION
--- ----------- --------
<S> <C> <C>

2.01 Stock Purchase and Sale Agreement dated as of Incorporated by reference to Exhibit 2.01 to the
December 18, 1998 among our company, Avid Registrant's Registration Statement on Form 10-SB
Sportswear, Inc. and the shareholders of Avid (the "Registration Statement")
Sportswear, Inc.

3.01 Articles of Incorporation filed on September Incorporated by reference to Exhibit 3.01 to the
19, 1997 with the Nevada Secretary of State Registration Statement

3.02 Amended Articles of Incorporation filed on May Incorporated by reference to Exhibit 3.02 to the
12, 1999 with the Nevada Secretary of State Registration Statement

3.03 Certificate of Amendment to Articles of Incorporated by reference to Exhibit 3.03 to the
Incorporation filed on May 27, 1999 with the Registration Statement
Nevada Secretary of State

3.04 Bylaws Incorporated by reference to Exhibit 3.04 to the
Registration Statement

4.01 2000 Stock Incentive Plan Provided herewith.

10.01 Agreement dated as of December 8, 1998 between Incorporated by reference to Exhibit 10.01 to the
the Championship Committee Merchandising Registration Statement
Limited and Avid Sportswear Inc.

10.02 Lease dated as of March 1, 1999 between F & B Incorporated by reference to Exhibit 10.02 to the
Industrial Investments, LLC and Avid Registration Statement
Sportswear, Inc.

10.03 Lease dated as of April 30, 1999 between Links Incorporated by reference to Exhibit 10.03 to the
Associates, Ltd. and our company Registration Statement

10.04 Employment Agreement dated as of September 11, Incorporated by reference to Exhibit 10.04 to the
1999 between Barnum Mow and Avid Sportswear, Registration Statement
Inc.

10.05 Trademark License Agreement dated as of May Provided herewith
10, 1999 between Levi Strauss & Co. and Avid
Sportswear, Inc.

10.06 Employment Agreement dated as of January 1, Incorporated by reference to Exhibit 10.06 to the
1999 between David E. Roderick and Avid Registration Statement
Sportswear, Inc.

10.07 Promissory Note in the original principal Incorporated by reference to Exhibit 10.07 to the
amount of $180,000 dated as of June 4, 1999 Registration Statement
from our company to First State Bank

10.08 Commercial Security Agreement dated as of Incorporated by reference to Exhibit 10.08 to the
November 17, 1999 between First State Bank and Registration Statement
our company

31
<PAGE>

EXHIBIT
NO. DESCRIPTION LOCATION
--- ----------- --------
10.09 Promissory Note dated as of November 17, 1999 Incorporated by reference to Exhibit 10.09 to the
in the original principal amount of $1,000,000 Registration Statement
given by our company to First State Bank

10.10 Business Loan Agreement dated as of November Incorporated by reference to Exhibit 10.10 to the
17, 1999 between First State Bank and our Registration Statement
company

10.11 Convertible Revolving Demand Note dated as of Provided herewith
December 1, 1999 in the original principal
amount of $550,000 given by our company to
Earl Ingarfield

10.12 Convertible Revolving Demand Note dated as of Provided herewith
December 1, 1999 in the original principal
amount of $1,000,000 given by our company to
Lido Capital Corporation

10.13 Convertible Revolving Demand Note dated as of Provided herewith
December 1, 1999 in the original principal
amount of $125,000 given by our company
to Michael E. LaValliere

10.14 Convertible Revolving Demand Note dated as of Provided herewith
December 1, 1999 in the original principal
amount of $500,000 given by our company to
Thomas Browning

10.15 Convertible Revolving Demand Note dated as of Provided herewith
December 1, 1999 in the original principal
amount of $200,000 given by our company to
Daniel Paetz

10.16 Executive Employment Agreement effective as of Provided herewith
February 1, 2000 between our company and Earl
T. Ingarfield

11.01 Statement re: Computation of Earnings Not Applicable.

16.01 Letter on Change in Certifying Accountant Not Applicable.

21.01 Subsidiaries of our company Incorporated by reference to Exhibit 21.01 to the
Registration Statement

23.01 Consent of Independent Accountants Provided herewith

23.02 Consent of Independent Accountants Provided herewith

24.01 Power of Attorney Not Applicable.

27.01 Financial Data Schedule Provided herewith

</TABLE>

32
<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunder duly authorized.

DATE: March 13, 2000 AVID SPORTSWEAR & GOLF CORP.
------------------------------
By: /s/ Earl T. Ingarfield
---------------------------------
Name: Earl T. Ingarfield
--------------------------------
Title: President
-------------------------------

EXHIBIT 4.01

AVID SPORTSWEAR & GOLF CORP. 2000 STOCK OPTION PLAN
---------------------------------------------------

ARTICLE I.

PURPOSE AND ADOPTION OF THE PLAN

1.1. PURPOSE. The purpose of the Avid Sportswear & Golf Corp. 2000
Stock Option Plan (hereinafter referred to as the "Plan") is to assist the
Company in attracting and retaining highly competent employees and to act as an
incentive in motivating selected officers and other key employees of the
Company, and directors and consultants of the Company, to achieve long-term
corporate objectives.

1.2. ADOPTION AND TERM. The Plan has been approved by the Board of
Directors of Avid Sportwear & Golf Corp. 2000, to be effective as of February
___, 2000 (the "Effective Date"); PROVIDED, HOWEVER, that no Incentive Stock
Option may be granted hereunder unless and until the Plan has been approved by
the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted by the Board. The Plan shall remain in effect until
terminated by action of the Board; PROVIDED, HOWEVER, that no Option may be
granted hereunder after the tenth anniversary of the Effective Date.

ARTICLE II

DEFINITIONS

For the purpose of this Plan, the following capitalized terms shall
have the following meanings:

2.1. "BENEFICIARY" means an individual, trust or estate who or which,
by a written designation of the Participant filed with the Company or by
operation of law, succeeds to the rights and obligations of the Participant
under the Plan and the Option Agreement upon the Participant's death.

2.2. "BOARD" means the Board of Directors of the Company.

2.3. "CHANGE IN CONTROL" means, and shall be deemed to have occurred
upon the occurrence of, any one of the following events:

a) The acquisition in one or more transactions, other than from
the Company, by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company
Voting Securities in excess of 15% of the Company Voting Securities unless such
acquisition has been approved by the Board;

b) Any election of persons to the Board that causes a majority of
the Board to consist of persons other than (i) persons who were members of the
Board on the Effective Date and (ii) persons who were nominated for election as
members of the Board at a time when a majority of the Board consisted of persons
who were members of the Board on the Effective Date; PROVIDED, HOWEVER, that any
person nominated for election by a Board at least a majority of whom constituted
persons described in clauses (i) and/or (ii) or by persons who were themselves
nominated by such Board shall, for this purpose, be deemed to have been
nominated by a Board composed of persons described in clause (i);

c). Approval by the shareholders of the Company of a
reorganization, merger or consolidation, unless, following such reorganization,
merger or consolidation, all or substantially all of the individuals and
entities who were the respective beneficial owners of the Outstanding Common
Stock and Company Voting Securities immediately prior to such reorganization,
merger or consolidation, following such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 80% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors or trustees, as the case may be, of the entity resulting from such
reorganization, merger or consolidation in substantially the same proportion as
their ownership of the Outstanding Common Stock and Company Voting Securities
immediately prior to such reorganization, merger or consolidation, as the case
may be; or

d) Approval by the shareholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) a sale or other disposition of
all or substantially all the assets of the Company.

2.4. "CODE" means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes said section

2.5. "COMMITTEE" means the Committee defined in Section 3.1.

2.6. "COMMON STOCK" means Common Stock of the Company, par value $.001
per share.

2.7. "COMPANY" means Avid Sportswear & Golf Corp., a Nevada
corporation, and its successors.

2.8. "COMPANY VOTING SECURITIES" means the combined voting power of the
Common Stock of the Company and all other outstanding securities of the Company
entitled to vote generally in the election of directors of the Company.

2.9. "DATE OF GRANT" means the date designated by the Committee as the
date as of which it grants an Option, which shall not be earlier than the date
on which the Committee approves the granting of such Option.

2.10. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

2
<PAGE>

2.11. "FAIR MARKET VALUE" means, as of any applicable date: (i) if the
Common Stock is listed on a national securities exchange or is authorized for
quotation on The Nasdaq National Market System ("NMS"), the closing price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next preceding date on which there was such a reported sale; or (ii) if the
Common Stock is not listed for trading on a national securities exchange or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap Market on such date, or if no such price shall have been reported for
such date, on the next preceding date for which such price was so reported; or
(iii) if the Common Stock is not listed for trading on a national securities
exchange or authorized for quotation on NMS or The Nasdaq SmallCap Market (if
applicable), the last reported bid price published in the "pink sheets" or
displaced on the National Association of Securities Dealers, Inc. ("NASD")
Over-the-Counter Bulletin Board, as the case may be; or (iv) if the Common Stock
is not listed for trading on a national securities exchange, is not authorized
for quotation on NMS or The Nasdaq SmallCap Market and is not published in the
"pink sheets" or displayed on the NASD Electronic Bulletin Board, the fair
market value of the Common Stock as determined in good faith under procedures
established by the Board which determination shall be final and binding on all
Participants.

2.12. "INCENTIVE STOCK OPTION" means a stock option within the meaning
of Section 422 of the Code.

2.13. "MERGER" means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

2.14. "NONSTATUTORY STOCK OPTION" means a stock option which is not an
Incentive Stock Option.

2.15. "OPTION AGREEMENT" means a written agreement between the Company
and a Participant specifically setting forth the terms and conditions of an
Option granted under the Plan.

2.16. "OPTION PRICE", with respect to Options, shall have the meaning
set forth in Section 6.1(b).

2.17. "OPTION TERM" means, with respect to an Option, the period of
time set forth in the Option Agreement during which the Option may be exercised.

2.18. "OPTIONS" means all Nonstatutory Stock Options and Incentive
Stock Options granted at any time under the Plan.

2.19. "OUTSTANDING COMMON STOCK" means, at any time, the issued and
outstanding shares of Common Stock.

2.20. "PARTICIPANT" means a person designated to receive an Option
under the Plan in accordance with Section 5.1.

<PAGE>

2.21. "PLAN" means the Avid Sportswear & Golf Corp. 2000 Stock Option
Plan as described herein, as the same may be amended from time to time.

2.22 "SUBSIDIARY" means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.

2.23 "TEN PERCENT SHAREHOLDER" means any individual who, at the time
the Option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company.

ARTICLE III.

ADMINISTRATION

3.1. COMMITTEE. The Plan shall be administered by the Board or, in the
discretion of the Board, by the Compensation Committee of the Board (the
"Committee") comprised of one or more persons. The Committee or Board shall have
exclusive and final authority in each determination, interpretation or other
action affecting the Plan and its Participants. The Board or Committee shall
have the sole discretionary authority to interpret the Plan, to establish and
modify administrative rules for the Plan, to impose such conditions and
restrictions on Options as it determines appropriate, and to take such steps in
connection with the Plan and Options granted hereunder as it may deem necessary
or advisable. The Board or Committee may delegate such of its powers and
authority under the Plan as it deems appropriate to designated officers or
employees of the Company. In the event of such delegation of authority or
exercise of authority by the Board or Committee, references in the Plan to the
Committee shall be deemed to refer to the delegate of the Board or the
Committee, as the case may be. For purposes of this Plan, references to the
Committee shall be deemed references to the Board to the extent that the Board
has not appointed a Committee to administer the Plan.

ARTICLE IV.

4.1. NUMBER OF SHARES ISSUABLE. The maximum number of shares initially
authorized to be issued under the Plan shall be Two Million (2,000,000) shares
of Common Stock. The number of shares available for issuance under the Plan
shall be further subject to adjustment in accordance with Section 7.6. The
shares to be offered under the Plan shall be authorized and unissued Common
Stock, or issued Common Stock which shall have been reacquired by the Company.

4.2. SHARES SUBJECT TO TERMINATED OPTIONS. Common Stock covered by any
unexercised portions of terminated Options (including canceled Options) granted
under Article VI and Common Stock subject to any Options which are otherwise
surrendered by the Participant may again be subject to new Options under the
Plan.

4
<PAGE>

ARTICLE V.

PARTICIPATION

5.1. ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such
officers, key employees, directors and consultants of the Company as the
Committee, in its sole discretion, may designate from time to time. The
Committee's designation of a Participant in any year shall not require the
Committee to designate such person to receive Options or grants in any other
year. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Options.

ARTICLE VI.

STOCK OPTIONS

6.1 OPTION AWARDS.

a) GENERAL. The Committee may grant, to such Participants as the
Committee may select, Options entitling the Participant to purchase shares of
Common Stock from the Company in such number, at such price, and on such terms
and subject to such conditions, not inconsistent with the terms of this Plan, as
may be established by the Committee. The terms of any Option granted under this
Plan shall be set forth in an Option Agreement.

b) PURCHASE PRICE OF OPTIONS. The Option Price of each share of
Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be determined by the Committee; provided, however, that (i) with
respect to Incentive Stock Options, the Option Price per share shall in all
cases be equal to or greater than the Fair Market Value of a share of Common
Stock on the Date of Grant as required under Section 422 of the Code, and (ii)
with respect to any Incentive Stock Option granted to any Ten Percent
Shareholder, the Option Price per share shall in all cases be equal to or
greater than 110 percent of the Fair Market Value of a share of Common Stock on
the Date of Grant as required under Section 422 of the Code.

c) DESIGNATION OF OPTIONS. Except as otherwise expressly provided
in the Plan, the Committee may designate, at the time of the grant of each
Option, the Option as an Incentive Stock Option or a Nonstatutory Stock Option.

d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant may be
granted Incentive Stock Options under the Plan (or any other plans of the
Company) which would result in shares with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable
in any one calendar year.

e) RIGHTS AS A SHAREHOLDER. A Participant or a transferee of an
Option pursuant to Section 7.4 shall have no rights as a shareholder with
respect to Common Stock covered by an Option until the Participant or transferee
shall have become the holder of record of any such shares, and no adjustment
shall be made for dividends in cash or other property or distributions or other
rights with respect to any such Common Stock for which the record date is prior
to the date on which the Participant or a transferee of the Option shall have
become the holder of record of any such shares covered by the Option; provided,
however, that Participants are entitled to share adjustments to reflect capital
changes under Section 7.6.

5
<PAGE>

6.2. TERMS OF STOCK OPTIONS.

a) CONDITIONS ON EXERCISE. An Option Agreement with respect to
Options may contain such waiting periods, exercise dates and restrictions on
exercise (including, but not limited to, periodic installments) as may be
determined by the Committee as of the Date of Grant.

b) DURATION OF OPTIONS. Options shall terminate after the first
to occur of the following events:

(i) Expiration of the Option as provided in the Option
Agreement;

(ii) Termination of the Option as provided in Section 6.3,
following the Participant's termination of employment; or

(iii) Ten years from the Date of Grant (five years from the
Date of Grant in the case of any Incentive Stock Option granted to a Ten Percent
Shareholder).

c) ACCELERATION OF EXERCISE TIME. The Committee, in its sole
discretion, shall have the right (but shall not in any case be obligated),
exercisable at any time after the Date of Grant, to permit the exercise of any
Option prior to the time such Option would otherwise become exercisable under
the terms of the Option Agreement.

d) EXTENSION OF EXERCISE TIME. The Committee, in its sole
discretion, shall have the right (but shall not in any case be obligated),
exercisable on or at any time after the Date of Grant, to permit any Option
granted under this Plan to be exercised after its expiration date, subject,
however, to the limitation described in Section 6.2(b)(ii).

6.3 EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT.

a) GENERAL. In event of the termination of employment of the
Participant by the Participant or the Company for any reason whatsoever other
than death or Permanent Disability (as defined in Section 6.3(b)), any vested or
nonvested Options which are not exercised (or exercisable) prior to the date of
such termination of employment shall terminate on such date and shall not be
exercisable at any time thereafter. For purposes of this Section 6.3,
termination of employment with respect to a Participant who is a director or
consultant and who is not otherwise an employee of the Company shall mean
voluntary or involuntary termination of Board service or the consulting
relationship, as the case may be, for any reason.

b) DEATH OR COMPLETE DISABILITY. In the event of the termination
of the employment of the Participant by reason of death or Permanent Disability,
any Options that were vested prior to the date of such termination (and which
were not previously exercised), together with any other Options designated in
writing by the Committee, shall terminate on the earliest of (i) one hundred
eighty days after the date of such termination, or (ii) the last day of the
Option Term. Any Options that were not vested prior to the date of such
termination and do not become vested pursuant to the immediately preceding

7
<PAGE>

sentence shall terminate as of the date of such termination and shall not be
exercisable at any time thereafter. As used in this Plan, the term "Complete
Disability" means the inability of the Participant, due to illness, accident or
any other physical or mental incapacity, to perform services on behalf of the
Company for an aggregate of sixty (60) days within any period of twelve (12)
consecutive months during the term hereof.

6.4. EXERCISE PROCEDURES. Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
or employee of the Company designated in the Option Agreement on or before the
close of business on the expiration date of the Option. The Option Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Option Agreement; provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may include
shares otherwise issuable in connection with the exercise of the Option, subject
to such rules as the Committee deems appropriate), (b) any combination of cash
and Common Stock, (c) by the delivery to the Company by the Participant of a
full recourse promissory note containing such terms as the Committee may
determine, or (d) such other consideration as the Committee deems appropriate.
In the event that any Common Stock shall be transferred to the Company to
satisfy all or any part of the Option Price, the part of the Purchase Price
deemed to have been satisfied by such transfer of Common Stock shall be equal to
the product derived by multiplying the Fair Market Value of a share of Common
Stock as of the date of exercise times the number of shares of Common Stock
transferred to the Company. The Participant may not transfer to the Company in
satisfaction of the Option Price any fractional share of Common Stock. Any part
of the Option Price paid in cash upon the exercise of any Option shall be added
to the general funds of the Company and may be used for any proper corporate
purpose. Unless the Committee shall otherwise determine, any Common Stock
transferred to the Company as payment of all or part of the Option Price upon
the exercise of any Option shall be held as treasury shares or cancelled.

6.5 CHANGE IN CONTROL. Unless otherwise provided by the Committee in
the applicable Option Agreement, in the event of a Change in Control, all
Options outstanding on the date of such Change in Control that have not
previously vested or terminated under the terms of the applicable Option
Agreement shall become immediately and fully exercisable. The provisions of this
Section 6.5 shall not be applicable to any Options granted to a Participant if
any Change in Control results from such Participant's beneficial ownership
(within the meaning of rule 13d-3 under the Exchange Act) of Company Voting
Securities.

ARTICLE VII.

MISCELLANEOUS

7.1. PLAN PROVISIONS CONTROL OPTION TERMS. The terms of the Plan shall
govern all Options granted under the Plan, and in no event shall the Committee
have the power to grant any Option under the Plan which is contrary to any of
the provisions of the Plan. In the event any provision of any Options granted
under the Plan shall conflict with any term in the Plan as constituted on the
Date of Grant of such Option, the term in the Plan as constituted on the Date of
Grant of such Option shall control. Except as provided in Section 7.3 and
Section 7.6, the terms of any Option granted under the Plan may not be changed

7
<PAGE>

after the Date of Grant of such Option so as to materially decrease the value of
the Option without the express written approval of the holder.

7.2 OPTION AGREEMENT. No person shall have any rights under any Option
granted under the Plan unless and until the Company and the Participant to whom
such Option shall have been granted shall have executed and delivered an Option
Agreement or received any other Option acknowledgment authorized by the
Committee expressly granting the Option to such person and containing provisions
setting forth the terms of the Option.

7.3. MODIFICATION OF OPTION AFTER GRANT. No Option granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Option) after the Date of Grant except by
express written agreement between the Company and the Participant, provided that
any such change (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Committee.

7.4 LIMITATION ON TRANSFER. A Participant's rights and interest under
the Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant.

7.5 TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable with respect to such Participant's Option, or with respect to
any income recognized upon a disqualifying disposition of shares received
pursuant to the exercise of an Incentive Stock Option, and the Company may defer
payment or issuance of shares upon exercise of an Option unless indemnified to
its satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines. The
Participant shall meet his or her withholding requirement by direct payment to
the Company in cash of the amount of any taxes required to be withheld with
respect to such Option; provided, however, that the Committee may (but shall not
be required to) permit the Participant to meet his or her withholding
requirement by (i) having withheld from such Option at the appropriate time that
number of shares of Common Stock, rounded up to the next whole share, whose Fair
Market Value is equal to the amount of withholding taxes due, or (ii) a
combination of shares and cash.

7.6 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

a) RECAPITALIZATION. The number and kind of shares subject to
outstanding Options, the Option Price for such shares, the number and kind of
shares available for Options subsequently granted under the Plan and the maximum
number of shares in respect of which Options can be made to any Participant in
any calendar year shall be appropriately adjusted to reflect any stock dividend,

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stock split, combination or exchange of shares, merger, consolidation or other
change in capitalization with a similar substantive effect upon the Plan or the
Options granted under the Plan. The Committee shall have the power and sole
discretion to determine the amount of the adjustment to be made in each case.

b). MERGER. After any Merger in which the Company is the
surviving corporation, each Participant shall, at no additional cost, be
entitled upon any exercise of an Option or receipt of another Option to receive,
subject to any required action by shareholders, in lieu of the number of shares
of Common Stock receivable or exercisable pursuant to such Option, the number
and class of shares or other securities to which such Participant would have
been entitled pursuant to the terms of the Merger if, at the time of the Merger,
such Participant had been the holder of record of a number of shares equal to
the number of shares receivable or exercisable pursuant to such Option.
Comparable rights shall accrue to each Participant in the event of successive
Mergers of the character described above. In the event of a Merger in which the
Company is not the surviving corporation, the surviving, continuing, successor,
or purchasing corporation, as the case may be (the "Acquiring Corporation"),
shall either assume the Company's rights and obligations under outstanding
Option Agreements or substitute awards in respect of the Acquiring Corporation's
stock for such outstanding Options. In the event the Acquiring Corporation
elects not to assume or substitute for such outstanding Options, the Board shall
provide that any unexercisable and/or unvested portion of the outstanding
Options shall be immediately exercisable and vested as of a date prior to such
merger or consolidation, as the Board so determines. The exercise and/or vesting
of any Option that was permissible solely by reason of this Section 7.6(b) shall
be conditioned upon the consummation of the merger or consolidation. Any Options
which are neither assumed by the Acquiring Corporation nor exercised as of the
date of the Merger shall terminate effective as of the effective date of the
Merger.

c) OPTIONS TO PURCHASE SHARES OF STOCK OF ACQUIRED COMPANIES.
After any merger in which the Company or a Subsidiary shall be a surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan, pursuant to Section 424 of the Code, replacing old options granted
under a plan of another party to the merger whose shares of stock subject to the
old options may no longer be issued following the merger. The foregoing
adjustments and manner of application of the foregoing provisions shall be
determined by the Committee in its sole discretion. Any such adjustments may
provide for the elimination of any fractional shares which might otherwise
become subject to any Options.

7.7 NO RIGHT TO EMPLOYMENT. No employee or other person shall have any
claim of right to be granted an Option under this Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company.

7.8. OPTIONS NOT INCLUDABLE FOR BENEFIT PURPOSES. Common Stock received
by a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any pension, group insurance or other

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<PAGE>

benefit plan applicable to the Participant which is maintained by the Company,
except as may be provided under the terms of such plans or determined by the
Board.

7.9. GOVERNING LAW. All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the State of Florida and construed
in accordance therewith.

7.10. NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Board, the Committee, or any other person in
the interpretation of any of the terms of the Plan, any Option granted under the
Plan or any rule or procedure established by the Committee.

7.11. CAPTIONS. The captions (i.e., all Section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

7.12. SEVERABILITY. Whenever possible, each provision in the Plan and
every Option at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Option at any time granted under the Plan shall remain
in full force and effect.

7.13. AMENDMENT AND TERMINATION.

a) AMENDMENT. The Board shall have complete power and authority
to amend the Plan at any time. No termination or amendment of the Plan may,
without the consent of the Participant to whom any Option shall theretofore have
been granted under the Plan, adversely affect the right of such individual under
such Option.

b) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. No Option shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan shall not have any
other effect and any Option outstanding at the time of the termination of the
Plan may be exercised after termination of the Plan at any time prior to the
expiration date of such Option to the same extent such Option would have been
exercisable had the Plan not terminated.

* * *

EXHIBIT 10.05

TRADEMARK LICENSE AGREEMENT

THIS IS A TRADEMARK LICENSE AGREEMENT dated as of May 10, 1999 between
LEVI STRAUSS & CO., a Delaware corporation located at 1155 Battery Street, San
Francisco, California 94111 ("LS&CO."), and AVID SPORTSWEAR, INC., a California
Corporation, located at 19143 S. Hamilton Avenue, Gardena, CA 90248
("Licensee").

B A C K G R O U N D

LS&CO. owns the trademarks (as defined in Section 1, the "Trademarks")
associated with the Dockers brand. LS&CO. has developed the Trademarks and brand
to have an outstanding reputation and goodwill. Licensee is in the business of
designing, manufacturing, marketing and selling golfwear products. Licensee
desires to obtain, and LS&CO. is willing to grant, a license, under which
Licensee may and shall se the Trademarks as described in this Agreement.

LS&CO. AND LICENSEE AGREE AS FOLLOWS:

1. GRANT OF LICENSE

LS&CO. grants to Licensee, and Licensee accepts, an exclusive,
nonassignable right to use the Trademarks as described in this Agreement, solely
in connection with the manufacture, advertising, distribution and sale of
Products to Approved Retailers for resale by those Approved Retailers within the
Territory. "Trademarks" means: (i) all of the trademarks identifying on EXHIBIT
A; (ii) any combination, form or derivative of those trademarks which LS&CO.
may, from time to time at its sole discretion, specifically authorize for use by
Licensee in a writing identifying the mark and referring to this Section 1; and
(iii) any other trademark LS&CO. may, from time to time at its sole discretion,
specifically authorize for use by Licensee in a writing identifying the mark and
referring to this Section 1, it being understood that LS&CO. may from time to
time remove or substitute individual trademarks from EXHIBIT A at its sole
discretion because of changes in marketing strategy, branding evolution or
otherwise. LS&CO. and Licensee acknowledge and agree that the Dockers(R) Golf
logo is being redesigned by LS&CO. at the time of execution of this Agreement.
LS&CO. will exercise best efforts to deliver camera ready art for the redesigned
logo to Licensee no later than June 5, 1999. "Products" means those items
identified on EXHIBIT B, all bearing or incorporating one or more of the
Trademarks. "Territory" means the United States of America and its territories
and possessions, and Bermuda. "Approved Retailers" means retailers approved
under Section 8 to purchase Products from Licensee.

2. TERM

2.1 INITIAL TERM. The initial term of this Agreement shall begin as of
the date of this Agreement and shall end as of the close of business on December
31, 2003 (the "Initial Term"), unless earlier terminated as provided in Section
13. It shall consist of four (4) Annual Periods. "Annual Period" shall mean, for
the Initial Term and any renewal term, the twelve month period beginning January
1 of a given year and ending December 31 of that year, except that the "First
Annual Period" shall mean the period beginning on the date of this Agreement and
ending December 31, 2000.

2.2 FIRST RENEWAL TERM. This Agreement shall be renewed, upon written
request of Licensee delivered to LS&CO. not earlier than April 1, 2003 and not
later than June 30, 2003, for one additional three (3) year term, commencing on
January 1, 2004 and ending on December 31, 2006 (the "First Renewal Term"), if:
(i) Net Sales of Products for the Annual Period beginning January 1, 2002 are no
less than Seventeen Million Dollars ($17,000,000) and (ii) Licensee is in
compliance with all material terms and conditions contained in this Agreement
and there is no outstanding Event of Default existing on the date Licensee
delivers its notice of renewal or at any time during the balance of the Initial
Term. Licensee shall include with its renewal notice data demonstrating that the

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renewal condition set out in clause (i) is satisfied, a written certification by
the president, a vice president or the chief financial officer to the effect
that the condition set out in clause (ii) is met and Licensee's projections for
sales of Products during the contemplated First Renewal Term. Within 30 days
after receipt of Licensee's renewal notice, and again on the last day of the
Initial Term, LS&CO. shall notify Licensee whether or not the conditions to
renewal set out in this Section 2.2 are satisfied or waived. Licensee's failure
to timely deliver its notice of renewal shall be treated as a final decision by
Licensee that it has elected not to renew.

2.3 ADDITIONAL RENEWAL TERMS. If (i) this Agreement enters a First
Renewal Term as provided under Section 2.2, (ii) Net Sales of Products during
the First Renewal Term have exceeded Licensee's projections for sales of
Products during each respective Annual Period of that term, and (iii) Licensee
is in compliance with all material terms and conditions contained in this
Agreement and there is no outstanding Event of Default existing on the date
Licensee delivers its notice of renewal or at any time during the balance of the
First Renewal Term, LS&CO. agrees to negotiate in good faith, no later than June
30, 2006, for two additional three (3) year terms, commencing on January 1, 2007
and ending on December 31, 2009 (the "Second Renewal Term"), and commencing on
January 1, 2010 and ending on December 31, 2012 (the "Third Renewal Term"),
respectively.

3. ROYALTIES

3.1 GUARANTEED MINIMUM ROYALTY. Licensee shall pay to LS&CO. a
non-recoupable guaranteed minimum royalty (the "Guaranteed Minimum Royalty") in
respect of each Annual Period. The Guaranteed Minimum Royalty for the Initial
Term shall be:

ANNUAL PERIOD GUARANTEED MINIMUM ROYALTY

1st $250,000
2nd $540,000
3rd $765,000
4th $990,000

Licensee shall pay Guaranteed Minimum Royalty payments due under the First
Annual Period as follows: ten percent (10%), or twenty five thousand dollars
($25,000) on March 31, 2000; twenty percent (20%), or fifty thousand dollars
($50,000) on June 30, 2000; thirty percent (30%), or seventy five thousand
dollars ($75,000) on September 30, 2000; and forty percent (40%), or one hundred
thousand dollars ($100,000) on December 31, 2000. For all other Annual Periods,
Licensee shall pay to LS&CO. the Guaranteed Minimum Royalty in equal
installments on January 1, April 1, July 1 and October 1, respectively, of each
Annual Period. Should there be a renewal of this Agreement as contemplated by
Section 2.2, the Guaranteed Minimum Royalty in respect of each Annual Period
during the First Renewal Term shall be an amount equal to seventy five percent
(75%) of the projected earned royalty derived from the sales plan provided for
each Annual Period of the First Renewal Term, as reflected in the projections
supplied by Licensee to LS&CO. as contemplated by Section 2.2.

3.2 EARNED ROYALTY. During each Annual Period of the Initial Term and
the Renewal Terms, if any, Licensee shall pay to LS&CO. eased royalties in an
amount equal to the sum of: (i) six percent (6%) of aggregate Net Sales of first
quality Products and (ii) four percent (4%) of aggregate Net Sales of second
quality and closeout or end of season Products. To that end, Licensee shall pay
to LS&CO., no later than 30 days after the end of each quarterly period, an
amount equal to the excess of earned royalties in a quarter over the Guaranteed
Minimum Royalty for that quarter. In addition, if Licensee's second quality and
closeout or end of season sales are greater than ten percent (10%) of total
Licensee-manufactured Product sales during any Annual Period (in terms of
units), Licensee shall pay LS&CO., at the time it delivers the annual statement
for that Annual Period as described in Section 9.1, an amount equal to the
difference between (i) 6% of aggregate Net Sales of second quality and closeout
or end of season products for the entire Annual Period and (ii) 4% of aggregate
Net Sales of second quality and closeout or end of season Products for the
entire Annual Period. "Net Sales" shall mean the gross sales of all Products
sold, less trade discounts actually taken and credits for merchandise returns
actually applied to subsequent payments required to be made to Licensee, with
merchandise returns being credited in the quarterly period in which the returns
are actually made. A Product shall be considered "sold" on the earlier of the

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date when the Product is billed or invoiced, shipped, consigned or paid for. The
terms of payment or credit concerns relating to Approved Retailers or otherwise
shall not affect Licensee's royalty payment obligations; provided, however, that
Licensee may retroactively adjust royalty payments for its actual amount of Bad
Debt, not to exceed three percent (3%) of adjusted Net Sales in any quarter.
"Bad Debt" shall mean accounts receivable which are uncollectible by Licensee,
using reasonable collection efforts, one hundred eighty (180) days after due.
Licensee shall provide LS&CO. with written substantiation of actual Bad Debt
with its Royalty Statement for any quarter in which Licensee claims a Bad Debt
allowance.

3.3. PAYMENT MECHANICS. Licensee shall make royalty and all other
required payments to LS&CO. in U.S. Dollars by wire transfer to:

Bank of America NT&SA
ABA Number 1210-0035-8
Beneficiary: Levi Strauss & Co.
Beneficiary Account Number: 12336-18321
Ref: Licensing Fees for LS&CO.

Licensee shall provide LS&CO. with written documentation of the wire transfer
within five days of each such transfer. If a payment is not received when due
for any reason, interest shall accrue on the unpaid principal amount of such
installment from and after the date on which it became due, at a rate equal to
1% over the base rate (expressed as an annual rate) announced from time to time
by Bank of America (or its successor) at its San Francisco office as then in
effect. If on any examination of Licensee's books and records as provided by
Section 9, LS&CO. discovers any royalty underpayment by Licensee, then Licensee
will make, within 30 days after LS&CO.'s demand, all payments required to be
made to correct and eliminate the underpayment. In addition, if that examination
reveals an underpayment of more than three percent (3%) for any quarterly
period, then Licensee shall reimburse LS&CO. for LS&CO.'s expenses in performing
the examination.

3.4 ROYALTY STATEMENT. Licensee shall prepare and give to LS&CO. a
royalty statement for each quarterly period within 30 days after the end of that
period. The royalty statement shall report Net Sales by account, Net Sales by
style, net returns by account and net returns by style, and a calculation of
royalties, for that quarter, and substantiation of any Bad Debt allowance
retroactively claimed. Licensee shall include with each royalty statement a
written certification of statement accuracy by the chief financial officer of
Licensee or Licensee's accounting firm.

4. MARKETING AND SALES

4.1 SALES PLAN. On or before September 1 of each Annual Period,
Licensee shall deliver to LS&CO. a draft sales plan describing Licensee's
proposed line plan, retailers for the upcoming Annual Period, marketing
activities, delivery dates and projected sales by month. No later than 15 days
following Licensee's delivery of the proposed sales plan, LS&CO. and Licensee
shall meet to discuss and complete a final sales plan (the "Sales Plan"), it
being understood that the line plan, list of retailers and specific marketing
materials and plans are subject to LS&CO.'s approval as provided elsewhere in
this Agreement and that actual sales performance may vary from that contemplated
by the Sales Plan in view of market conditions, customer relations and other
factors.

4.2 CONSUMER ADVERTISING. During each Annual Period, Licensee shall
spend an amount no less than three percent (3%) of the projected aggregate Net
Sales for that Annual Period (the "Marketing Spend") on consumer and trade
advertising as described herein. If actual aggregate Net Sales exceed projected
Net Sales for any Annual Period, then Licensee shall spend an additional amount
not less than three percent (3%) of the excess, with that amount to be spent and
for use during, the next Annual Period, in addition to the Marketing Spend
otherwise due for that Annual Period. Marketing Spends shall be separate from
and shall not be subject to credit for expenditures by Licensee for cooperative
advertising, trade advertising, fixture programs, trade shows, sponsorships,
events, sampling or any other promotional or sales material. Licensee shall
primarily use these funds for consumer marketing of the Products through
vehicles and at the times and in the manner as agreed upon between Licensee and
LS&CO.

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4.3 PRODUCT LAUNCH ADVERTISING. Between June 1, 1999 and December 31,
1999, Licensee shall conduct, and spend not less than two hundred-forty thousand
dollars ($240,000) for, Product launch advertising, subject to LS&CO.'s
approval. (Approval procedures for this and all other matters under this
Agreement involving LS&CO. approval are described in Section 19). Launch
activities shall not include PGA Show expenses.

4.4 SHOWROOM. No later than January 1, 2000, Licensee at its sole
expense shall establish, and then maintain during the term of this Agreement,
two (2) showrooms in Los Angeles, California and New York or New Jersey,
respectively, dedicated exclusively to Products (the "Showrooms"). Licensee
shall submit plans for the Showrooms to LS&CO. Design and decor of the Showroom
shall be subject to LS&CO.'s approval.

4.5 BUSINESS MATERIALS. Licensee shall not use any business materials,
including, without limitation, invoices, stationery, advertising, promotional
materials, sundries, labels, packaging, fixtures, posters or graphics, bearing
any of the Trademarks, unless such materials comply with LS&CO.'s trademark use
standards as contemplated by Section 11.7 and unless Licensee shall have first
obtained LS&CO.'s approval of the use. Any approval granted by LS&CO. shall be
effective until revoked by LS&CO.; to the extent LS&CO.'s approval relates only
to a seasonal collection of Products, however, Licensee shall not use such
packaging or business materials without LS&CO.'s separate specific approval
after completion of the season to which the collection relates.

4.6 RETAIL AND VISUAL PRESENTATIONS

(a) Licensee, at its sole expense, shall develop all visuals
used at retail, including packaging, fixtures, point of sale materials and
visual merchandising materials. Licensee shall provide LS&CO. with a timetable
for the development of the materials. LS&CO. may provide reasonable guidelines
for the development of such materials, and use of all such materials shall be
subject to LS&CO.'s prior approval. Licensee at its expense may use the vendors
and creative agencies used by LS&CO. for similar projects. If Licensee decides
not to use such vendors, it shall nonetheless be required to comply with
guidelines provided by LS&CO. If LS&CO. reasonably determines that any materials
produced by a vendor selected by Licensee do not meet LS&CO.'s quality
standards, Licensee shall upon LS&CO.'s request select and use an alternate
vendor approved by LS&CO.

(b) Licensee shall use reasonable efforts to secure premium
retail locations, custom fixturing and strong image positioning for the Products
on the retail floor. Licensee shall work with retailers to update the location,
fixturing and positioning on a regular basis. Licensee shall not provide, both
during the term of this Agreement and after its expiration or termination,
packaging, fixtures, point of sale, visual merchandising or related materials to
any person other than to an Approved Retailer or, following expiration or
termination of this Agreement, to LS&CO.; provided, however, that this does not
prohibit use of fixtures from which all Trademarks and branding have been
removed, and which are no longer used in connection with the Products.

4.7 TRADE ADVERTISING; PUBLICITY

(a) Licensee shall be responsible for the development, at
Licensee's sole expense, of all advertising in trade or industry publications.
Licensee shall submit all such advertising to LS&CO. for its approval prior to
its submission to the publication. Licensee shall use LS&CO. branded apparel or
accessories in all Product advertising whenever a head to the shot or visual
requiring other product categories is required. If LS&CO. or one of its
licensees does not have a product category required for the advertisement, then
LS&CO. and Licensee shall choose an alternate brand for that product category,
it being understood that Licensee shall: (i) be responsible for obtaining
appropriate legal advice concerning such use; (ii) cause all trademark or other
identifying marks or features visible on the item to be removed from or obscured
in the final image prior to publication, except for any identifying marks which
Licensee has the right to display, for which Licensee provides LS&CO. written
evidence of such right, and for which Licensee agrees to indemnify LS&CO. as
provided in Section 15.2 hereof; and (iii) be responsible in all respects to the
maker of the alternative product. If removing or obscuring the mark is
impossible because of the nature of the product or is unsatisfactory from an
aesthetic or legal perspective, then Licensee and LS&CO. shall select another
product.

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(b) Licensee shall maintain editorial contacts within its
industry and shall use reasonable efforts to gain editorial coverage for
Products in relevant industry publications. Licensee shall not, however, make
any press or other public communications regarding LS&CO., Dockers(R) brand or
Product plans and strategies, sales or earnings of the Products or the status of
the relationship between LS&CO. and Licensee, without in each case first
obtaining LS&CO.'s approval, it being understood that LS&CO. anticipates that it
will coordinate ail major programs to publicize or promote the Products.

4.8 MARKETING COORDINATION. The senior executives of Licensee
responsible for marketing the Products shall attend marketing coordination
meetings as requested by LS&CO. These meetings shall include discussion of
marketing, publicity, promotion, advertising, visual programs, and use of
Trademarks, and development of annual and seasonal marketing plans.
Representatives from other licensees of the Trademarks and creative vendors of
LS&CO. may be present at LS&CO.'s discretion. LS&CO. shall schedule marketing
coordination meetings upon reasonable advance notice and at times consistent
with market calendars.

4.9 RESEARCH. LS&CO. may, at its discretion and sole expense, perform
research of consumer reaction to advertising or product initiatives involving
Products. LS&CO. shall inform Licensee in advance of such research and provide
reasonable access to its results; Licensee shall participate, at LS&CO.'s
reasonable expense, if asked by LS&CO.

5. PRODUCT DESIGNS

Licensee shall not produce or sell any Product unless LS&CO. approves
of the design and the collection under this Section 5. Licensee shall produce
two (2) collections per Annual Period, for the Spring/Summer and Summer/Fall
seasons, and not less than a total of fifty two (52) Styles, of which forty (40)
shall be tops and twelve (12) be bottoms, for each collection. For purposes of
this Section 5, a "Style" shall mean an SKU identifying a Product's Style, Model
and Color. Licensee shall submit to LS&CO., for LS&CO.'s approval in accordance
with the design schedule attached as EXHIBIT C, all proposed designs and
collections, through vehicles and formats acceptable to LS&CO. If LS&CO.
approves but specifies modifications in the designs or collections, then
Licensee shall incorporate those modifications in the anal design and
composition of the collection. In addition, LS&CO. may submit proposed designs
to Licensee. Licensee shall in good faith consider these designs, and Licensee
and LS&CO. shall mutually decide whether to pursue and use the proposed design.
LS&CO. shall have the sole right to determine which Trademarks (and which
combinations, forms or derivatives of such trademarks) shall be used in
connection with each particular Product.

6. PRODUCTS; QUALITY CONTROL

6.1 SUBMISSION OF SAMPLES. Licensee shall not market or sell any
Products without first obtaining LS&CO.'s approval of the Products through the
process described in this Section 6. Licensee shall submit to LS&CO., at
Licensee's sole expense, one Sample of each different Style of a Product prior
to any commercial production of that Product; provided, however, that Samples
for the Spring 2000 season only may be provided as early as possible, but in no
event later than August 15, 1999. LS&CO. shall pay for any additional Samples it
requests at a price equal to Licensee's first factory landed cost for the item.
If LS&CO. rejects a Sample, whether on the basis of Trademark use, styles,
designs, dimensions, details, colors, materials, workmanship, quality or
otherwise, it shall give Licensee a brief explanation of the reasons for
disapproval, and it may make suggestions for modifying the particular item.
Licensee shall promptly correct such Sample and resubmit such Sample for
LS&CO.'s approval through the same process. "Sample" means prototypes or actual
samples of Products from which commercial production will be made; a Sample
shall reflect product attributes including, without limitation, the type and
quality of materials, colors and workmanship. LS&CO. shall have no obligation to
approve, review or consider any item the submission of which did not comply with
the required submission procedure. Licensee shall either destroy Samples or
dispose of them through-methods (for example, deposit in a sample archive or an
employee sample sale) not involving placement into the marketplace.

6.2 COMPLIANCE WITH SAMPLE. Licensee shall present for sale, through
the showing of each seasonal collection to the trade, Products identical in all

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respects to approved Samples. Licensee shall ensure that all Products
manufactured and sold by Licensee adhere in all respects (including, without
limitation, use of Trademarks, materials, colors, workmanship, dimensions,
styling, detail and quality) to Samples approved by LS&CO. If any Product is, in
the sole discretion of LS&CO., not being manufactured or sold in adherence to
the Trademark uses, styles, designs, dimensions, details, colors, materials,
workmanship and qualify embodied in the Samples or otherwise approved by LS&CO.,
LS&CO. shall notify Licensee in writing and Licensee shall immediately stop
selling the Product, and either (i) change the Product to so conform as
confirmed by LS&CO. or (ii) dispose of remaining inventory by selling the
Products as seconds to those Approved Retailers approved under Section 8.3 or by
destroying the Products.

6.3 WITHDRAWAL OF APPROVAL. LS&CO. shall have the right, in its sole
discretion, to withdraw its approval of that Product, whether or not the Product
is noncomplying as contemplated by Section 6.2. Upon receipt of written notice
from LS&CO. of its decision to withdraw approval, Licensee shall immediately
stop selling the Product as a first quality in-season Product and instead sell
the Product as a closeout item only to those Approved Retailers approved under
Section 8.3. Licensee may, however, complete work in process and utilize
materials on hand provided that it submits proof of that work in process to
LS&CO. and sells those Products as closeouts to those Approved Retailers
approved under Section 8.3.

6.4 PRODUCTION LINE. Licensee shall provide to LS&CO., at Licensee's
expense, one full production line of the initial season's collection of
Products, including each different Style of a Product. Licensee shall in even
subsequent season provide to LS&CO. one production line of any new or seasonal
Style for that season. Licensee shall provide to LS&CO. additional production
lines or portions of lines of Products at LS&CO.'s request upon payment by
LS&CO. of an amount equal to Licensee's first factory landed cost for the
Products.

6.5 SECONDS. In the case of second quality Products, Licensee, if
possible given the nature of the Product, shall remove the Trademarks from the
Product, prominently mark all such Products with the legend "second,"
"irregular," or a red-line, or cut through the label. Licensee shall not sell
any Products incorporating any labels or other identification bearing any of the
Trademarks as seconds, damaged or defective merchandise without first obtaining
LS&CO.'s approval.

6.6 OTHER PRODUCT ATTRIBUTES. Licensee shall ensure that all Products
shall be suitable for their intended purposes; that no injurious, unlawfully
flammable, poisonous, deleterious or toxic substances or materials will be used
in or on the Products; that the Products in normal or foreseeable use will not
harm the user; and that the Products will be manufactured, advertised, labeled,
sold and distributed in compliance with all applicable laws and regulations and
in accordance with LS&CO. standards relating to flammability, detachable
hardware and other matters. Licensee shall not sell or immediately stop selling
any Product that does not meet or is later found not to meet these requirements.

7. PERSONNEL AND COOPERATION

7.1 DESIGNATION OF MANAGERIAL PERSONNEL. Licensee shall at all times
employ a senior manager, reasonably satisfactory to LS&CO., who shall be
responsible for oversight of the production, merchandising, distribution and
promotion of the Products. David Roderick shall be the initial manager.

7.2 DESIGNATION DESIGN PERSONNEL. Licensee shall at all times employ a
designer, reasonably satisfactory to LS&CO., who shall be responsible for
oversight of Product design, direction and development.
David Roderick shall be the initial designer.

7.3 CONSULTATION. Licensee and LS&CO. shall make their respective
personnel, and shall use reasonable efforts to make the personnel of any of
their contractors, suppliers and other resources, available for consultation
with the other party during normal business hours. When requested by LS&CO.,
Licensee shall make available senior executives of Licensee to discuss matters
arising under this Agreement.

7.4 COMPUTER NETWORK. Upon LS&CO.'s reasonable request, Licensee will
enable itself to use and will use, with LS&CO. and other LS&CO. licensees, an

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extranet or other electronic linkage system specified by LS&CO. Licensee will at
its expense (not to exceed $5,000 in any Annual Period) acquire and maintain
appropriate enabling hardware, software and enhancements.

7.5 LS&CO. MANAGEMENT PERSONNEL. Upon Licensee's reasonable request,
LS&CO. will attempt to make key management personnel and Tour Pro available to
participate in Licensee retailer visits, trade shows, or similar events.
Licensee will pay out of pocket expenses incurred by LS&CO., including, without
limitation, travel and lodging expenses, for those individuals requested by
Licensee.

8. DISTRIBUTION

8.1 OVERVIEW. The retail distribution of products bearing the
Trademarks is of critical importance to LS&CO. It affects the ability of LS&CO.
to, among other things, reach the target consumers of the Dockers(R) brand
maintain the reputation and integrity of the Trademarks, enhance the image of
the Dockers brand and facilitate, consistency in product presentation and
assortment. Those concerns, and LS&CO.'s commercial need to maintain flexibility
in its distribution strategies and policies, underlie the provisions of this
Section 8. Accordingly, Licensee shall market, sell and distribute Products in
the Territory in accordance with its provisions. Retailers approved under
Sections 8.2 and 8.3 of this Agreement and identified on EXHIBITS D AND E, as
the case may be, are occasionally referred to as "Approved Retailers."

8.2 FIRST QUALITY. Licensee may market, sell and distribute first
quality, in season Products only to: (i) the public and/or private golf courses,
resorts, and offcourse golf specialty retailers listed on EXHIBIT D as in effect
at the time and (ii) LS&CO. and its affiliates. Licensee shall not market, sell
or distribute first quality in season Products to any retailer listed on EXHIBIT
E without LS&CO.'s prior written approval. Licensee acknowledges that LS&CO. may
at its sole discretion, during discussion of the Sales Plan or otherwise,
determine that certain Products may be sold by Licensee only to selected
retailers listed on EXHIBIT D.

8.3 SECOND QUALITY. Licensee may market, sell and distribute second
quality and closeout or end of season Products only to: (i) the retailers listed
on EXHIBIT E as in effect at the time, (ii) LS&CO. and its affiliates, and (iii)
no more than ten (10) Approved Retailers for each Season, a list of which shall
be provided to LS&CO. and approved as provided herein prior to sales of second
quality or closeout Products to those Approved Retailers.

8.4 ADDITIONAL APPROVED RETAILERS; OFF COURSE GOLF SPECIALTY APPROVAL.
Licensee may add public and/or private golf courses and resorts to EXHIBIT D in
its sole discretion; Licensee shall provide LS&CO. updated accounts lists no
later than January 15 and July 15 of each Annual Period to reflect the current
distribution. Licensee may ask LS&CO. at any time to add additional off-course
golf specialty retailers to EXHIBIT D. Licensee shall give LS&CO. a completed
Account Approval Form, in the form attached as EXHIBIT F for each proposed
additional off-course golf specialty retailer and all additional information,
including without limitation, interior and exterior photographs and data about
the retailer's customer base, as LS&CO. may request. LS&CO. may approve or
disapprove the request in its sole discretion. If LS&CO. approves an additional
retailer, then LS&CO. shall prepare and distribute a new and governing EXHIBIT D
which shall be effective going forward.

8.5 WITHDRAWAL OF APPROVAL. LS&CO. may in its sole discretion withdraw
approval of any Approved Retailer by giving written notice to Licensee. After
Licensee's receipt of such notice, Licensee may ship Products to the retailer
for a period of 30 days. If Licensee has executed supply contracts with a
disapproved retailer which require Licensee to ship beyond 30 days, Licensee
shall provide LS&CO. with a copy of any such contract for LS&CO.'s consent to
ship beyond the 30 day period, and Licensee may fulfill any non-cancelable
portion of that supply contract or, at LS&CO.'s option, LS&CO. may pay Licensee
any cancellation penalty amounts due under the supply contract and Licensee
shall not fulfill the contract. Licensee recognizes that LS&CO. may from time to
time change its distribution profile and account policies, or take actions in
implementing and enforcing its account policies, and that such actions may
result in withdrawals of approvals. If LS&CO. withdraws approval of a retailer,
then LS&CO. shall prepare and distribute a new EXHIBIT D or EXHIBIT E, as the
case may be, which shall be effective going forward.

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8.6 ACCOMMODATION SALES; ROYALTY RATES. Licensee may make accommodation
sales or giveaways of Products to its employees. No royalty shall be due on the
first one percent (1 %) of Net Sales which are actual employee accommodation
sales or giveaways reported in the Royalty Statement; Licensee shall pay LS&CO.
a royalty of four percent (4%) on employee sales or giveaways in excess of 1% of
Net Sales. Licensee may make promotional sales to golf pros and golf club staff;
Licensee shall pay LS&CO. a royalty of four percent (4%) on such sales, which
shall be reported in the Royalty Statement.

8.7 PROHIBITED SALES. Licensee shall not market, sell or distribute any
Products through or to any person or entity except as expressly provided in this
Section 8. For example, Licensee shall not sell Products (i) to any wholesaler,
jobber or exporter or (ii) directly to consumers except through a Licensee-owned
brick-and-mortar retail store approved under Section 8.2 or 8.3. Licensee shall
not, without LS&CO.'s prior approval, sell any Products to any third party
(including an Approved Retailer) which, directly or indirectly, sells or,
Licensee knows or has reason to know, proposes to sell, such Products outside
the Territory, or sell or proposes to sell Products through the Internet or any
other vehicle other than an approved brick-and-mortar retail store. Licensee
shall use reasonable efforts to prevent any such resale outside the Territory or
through an unauthorized vehicle and shall, immediately upon receiving notice
from LS&CO. or otherwise learning that an Approved Retailer is selling Products
outside the Territory or through an unauthorized vehicle, cease all sales and
deliveries to that Approved Retailer. Nothing contained in this section shall be
construed to prohibit Licensee from conducting wholesale sales solely to
Approved Retailers in the Territory under this Section 8 through the Internet.
Licensee shall not permit or conduct Internet sales directly to consumers, or to
anyone other than Approved Retailers, without LS&CO.'s advance written approval.

8.8 SALES TO LS&CO. Licensee shall make available for purchase, and
shall sell at its customary price and on its customary credit and payment terms,
all lines and Styles of Products, to LS&CO. or any affiliate of LS&CO., for
purposes of sales to employees of LS&CO. and its affiliates. LS&CO. shall not
permit or conduct Internet sales directly to consumers, or to anyone other than
its employees, without Licensee's advance written approval.

9. INSPECTION; STATEMENTS AND RECORDS

9.1 INSPECTION RIGHTS. LS&CO. and its representatives may, during
normal business hours and upon reasonable advance notice, inspect all facilities
used by Licensee and its contractors, sublicensees and suppliers in connection
with Licensee's performance of its obligations under this Agreement including
compliance with Section 10. These facilities shall include, without limitation,
those used for preparation of Samples and for manufacture, sale, storage or
distribution of Products in the process of manufacture and when offered for
sale.

9.2 ACCOUNTING AND AUDIT RIGHTS. Licensee shall at all times keep an
accurate account of all operations and transactions within the scope of this
Agreement. Within 30 days after the end of each quarter, Licensee shall give to
LS&CO.: a statement presenting (i) a listing of each retailer to which Licensee
sold Products in such period and the sales to each such retailer in such period
expressed in both units of each Product sold and aggregate Net Sales for each
Product sold and (ii) aggregate gross sales, aggregate trade discounts,
aggregate merchandise returns and aggregate Net Sales of all sales of Products
by product category. These statements shall be in sufficient detail to be
audited from the books of the Licensee and shall be certified by the chief
financial officer of Licensee. No later than 45 days after the end of Licensee's
fiscal year, Licenses shall give to LS&CO.: (i) a statement, certified by the
chief financial officer of License a, showing aggregate gross sales, aggregate
trade discounts, aggregate merchandise returns and aggregate Net Sales of
Products made by Licensee and (ii) copies of Licensee's audited balance sheet,
income statement, statement of cash flows and statement of stockholders' equity,
and the notes to those statement as of the year end and for the twelve-month
period then ended. During the term of this Agreement and for a period of three
(3) years after its termination or expiration, LS&CO. or its agents, at LS&CO.'s
sole expense, may inspect and audit all the books of account of Licensee
relating to performance by Licensee of its obligations under this Agreement,
including, without limitation, those relating to computation of Net Sales.

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9.3 RECORDS. Licensee shall provide to LS&CO., in the farm requested by
LS&CO., such information an as LS&CO. may reasonably request with respect to the
manufacture, distribution and sale of Products and Licensee's compliance with
the provisions of this Agreement. Licensee shall retain all books and records
relating to its performance of this Agreement during the term of this Agreement
and for a period of five years after its termination on or expiration.

10. ETHICS CODE AND GLOBAL SOURCING AND OPERATING GUIDELINES

10.1. LS&CO. REPUTATION. LS&CO. has and is determined to maintain a
world-wide reputation for ethical business conduct. To that end, LS&CO. adopted
a Code offices and Global Sourcing and Operating Guidelines ("GSOG") setting
forth standards of conduct. It requires from, among others, its licensees,
including Licensee. Licensee acknowledges that its conduct, and the conduct of
any subcontractor, must reflect positively on LS&CO.'s reputation and
accordingly agrees to the provisions of this Section 10.

10.2 CODE OF ETHICS. Licensee represents and warrants that Licensee and
its key officers and managers have read and understand LS&CO.'s Code of Ethics,
a copy of which is attached to this Agreement as EXHIBIT G, and agrees that
Licensee shall, and shall cause its subcontractors to, abide by the provisions
thereof (as amended from time to time by LS&CO.) in conducting all aspect of its
operations under this Agreement.

10.3 GLOBAL SOURCING AND OPERATING GUIDELINES. Licensee represents and
warrants that its key officers and managers have read and understand the GSOG
attached to this Agreement as EXHIBIT H, and agrees that Licensee shall, and
shall cause its permitted sub-contractors to, comply with the requirements of
the GSOG at all times.

10.4 EFFECT ON COMPLIANCE WITH LAWS. Licensee shall be fully
responsible for compliance with all local laws and regulations applicable to
Licensee's operations. If the requirements of the Code of Ethics or of the GSOG
are stricter than the requirements of applicable law, the requirements of the
Code of Ethics and the GSOG shall control.

10.5 EFFECT OF BREACH. This Section 10 is of the essence of this
Agreement. Any failure by Licensee or any of its subcontractors to comply with
the Code of Ethics or any failure by Licensee or any of its subcontractors to
comply with the GSOG shall be grounds for declaration of an Event of Default by
LS&CO. under Section 20.

11. INTELLECTUAL PROPERTY MATTERS

11.1 PERMITTED USE. The license granted under this Agreement applies
only to the use of the Trademarks by Licensee in connection with the
manufacture, advertising, distribution and sale of Products to retailers
approved under Section 8. Licensee is not authorized to use any other trademark
of LS&CO. or any of its affiliates or to use of any Trademarks in connection
with the manufacture and sale of any other products, the sale of Products to any
person or entity other than a retailer approved under Section 8 or for any
purpose other than as expressly provided in this Agreement.

11.2 RESERVATION OF RIGHTS; OTHER LICENSEES. LS&CO. owns the Trademarks
and any related registrations or applications. Except as specifically, expressly
and exclusively granted to Licensee under this Agreement, LS&CO. reserves all
right, title and interest in and to the Trademarks for its own use or for the
use of any other licensee, whether within or outside the Territory, in
connection with any and all products and services. By way of example and not of
limitation, Licensee understands and agrees that: (i) LS&CO. may manufacture, or
authorize third. parties to manufacture, in the Territory, Products for ultimate
sale outside the Territory; and (ii) LS&CO. may grant licenses to others in the
Territory in connection with items of the type described in EXHIBIT B except for
Products bearing the Trademarks manufactured and sold to Approved Retailers
pursuant to the terms of this Agreement. Licensee acknowledges that LS&CO. has
granted licenses to 525 Made in America, Pacific Trail, Andrew Marc, NORTHEM
Cap, Royce Hosiery and Humphrey's to design, manufacture and sell in the
Territory products bearing the Trademarks and/or similar trademarks, including

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sweaters, outerwear, hats, socks and belts, respectively, and that this does not
limit or otherwise affect either LS&CO.'s or its licensees' rights under their
agreements.

11.3 NO SUBLICENSE. Licensee shall not grant to any third party any
right, permission, license or sublicense with respect to any of the rights
granted under this Agreement. Licensee may enter into a sublicense agreement or
purchase order arrangement with a third party with whom Licensee contracts for
the manufacture of Products, provided that that sublicense or purchase order
limits use of the Trademarks to only those uses as may be necessary for the
manufacture of Products for Licensee under this Agreement. Use of contractors
shall in no way limit or otherwise affect Licensee's obligations under this
Agreement; Licensee shall be responsible for all contractors and shall take all
steps necessary to ensure that contractors maintain the level of quality
required under this Agreement and otherwise comply with this Agreement. Licensee
shall ensure that all sundry items and other materials bearing the Trademarks
used by Licensee or any contractor are used only for purposes of manufacture of
Products, that Licensee and any contractors take appropriate steps to prevent
the loss, duplication or improper use of these sundries and materials and that
Licensee or any contractor not use these sundries and materials in making
products for Licensee other than the Products or for the account of any party
other than Licensee.

11.4 OTHER USES; NO DERIVATIVES. Licensee shall not use, or permit any
other person or entity in its control to use, the words "Levi Strauss & Co.,"
"Dockers(R)" or "Dockers(R) Golf," any of the Trademarks or any combination,
form or derivative of a Trademark, as part of a corporate or division name or
trade name, or in a way that creates the impression that Licensee and LS&CO. are
related parties. Licensee shall not use any Trademarks in such a way so as to
give the impression that the names "Levi Strauss & Co.," "Dockers(R)," or
"Dockers(R) Golf," or such Trademarks, or any combination, form or derivative of
a Trademark, is the property of Licensee. Neither the Products nor any labeling
or packaging shall bear any of Licensee's marks or other identifiers except for
the Trademarks or except as required by law, except as may be specifically
directed by LS&CO. with respect to disclosure of Trademark ownership and
existence of the licensing relationship (for example, "this product is
manufactured under license from Levi Strauss & Co."). Licensee shall not use the
reputation and goodwill of the Trademarks or LS&CO. in connection with or
otherwise to influence the sales or distribution of any other brand it
manufactures or sells.

11.5 NO USE FOR PUBLICITY. Unless expressly requested by LS&CO.,
Licensee shall not manufacture, sell or distribute Products for use for
publicity purposes (other than publicity of Products), in combination sales (by
way of example and not limitation, a gift with purchase), as premiums or
giveaways, or to be disposed of through similar methods of merchandising. LS&CO.
reserves the right to authorize the manufacture and sale of Products as part of
a combination sale, premium or giveaway with products (other than Products)
bearing the LS&CO. name or LS&CO. trademarks. These Products, however, shall
not: (i) be substantially similar to Products distributed by the Licensee or
(ii) unreasonably interfere with Licensee's distribution of Products. If LS&CO.
desires to authorize the manufacture of Products for these purposes, LS&CO.
shall provide Licensee notice and a first right of negotiation for the
manufacturing work. If LS&CO. and Licensee fail to reach a mutually acceptable
agreement within ten days after such notice is given, LS&CO. may negotiate and
enter into an agreement with a third party for the manufacture of those
Products.

11.6 RIGHTS TO TRADEMARKS. Licensee acknowledges and agrees that its
use of the Trademarks shall at all times be in its capacity as a licensee of
LS&CO., for the account and benefit of LS&CO. Uses of the Trademarks shall not
vest in Licensee any title to the Trademarks or right or presumptive right to
continue use except as provided in this Agreement. For purposes of trademark
registrations, sales by Licensee or LS&CO. shall be considered to have been made
by LS&CO. Licensee shall not, during the term of this Agreement or after its
expiration or termination: (i) attack or question LS&CO.'s title or rights in
and to the Trademarks in any jurisdiction, or attack or question the validity of
this license or of the Trademarks, or (ii) contest the fact that Licensee's
rights under this Agreement (x) are solely those of a licensee entitled to
produce and sell products under contract and (y) terminate upon-termination or
expiration of this Agreement. Licensee acknowledges that only LS&CO. may file
and prosecute a trademark application or applications to register any of the
Trademarks, and that registration decisions may be made by LS&CO. in its sole
discretion.

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11.7 STANDARDS. Licensee shall maintain the high standards of the
Trademarks in all marketing, packaging and promotion of the Products. LS&CO. may
issue uniform rules and regulations relating to the manner of use of the
Trademarks. Licensee shall comply with these rules and regulations. Licensee
shall take all appropriate actions, and all actions reasonably requested by
LS&CO., to prevent improper use of the Trademarks, in advertising, POS
presentations or otherwise by Approved Retailers and any others who come into
possession of the Products, and by subcontractors, vendors and any other
entities or persons engaged by Licensee in connection with this Agreement.

11.8 COUNTERFEITING. Licensee shall, at LS&CO.'s expense and reasonable
request, cooperate in such anti-counterfeiting measures as undertaken by LS&CO.
from time to time and use reasonable efforts to secure and protect from
counterfeiting labels, sundries and other materials used in connection with
manufacturing, packaging and marketing of the Products.

11.9 DESIGN OWNERSHIP AND ASSIGNMENT. LS&CO. shall own, and Licensee
assigns to LS&CO., all copyright, patent, trade secret, know-how right, and all
other right, title and interest in and to, all designs for Products, and all
artwork, sketches, color cards, color stories, logos, labels, samples and other
materials depicting designs or Products, whether created or furnished by
Licensee or by LS&CO., including any modifications or improvements created by
Licensee or LS&CO. All patent and copyright registrations in respect of designs
and artwork, sketches, logos, labels, samples and other materials depicting the
designs, whether created or furnished by Licensee or LS&CO., shall only be
applied for by LS&CO., at LS&CO.'s discretion and expense, with the applications
designating LS&CO. as the patent or copyright owner, as the case may be. LS&CO.
may use these designs and other materials in any manner it desires, so long as
the use does not conflict with rights granted to Licensee under this Agreement,
including, without limitation, for products in jurisdictions outside the
Territory and on products other than Products in any jurisdiction. Licensee
shall cause to be placed on all Products and packaging, when necessary,
appropriate notices (reviewed and approved in advance by LS&CO.) designating
LS&CO. as the trademark, copyright or design patent owner, as the case may be.

11.10 DESIGN LICENSE. LS&CO. grants to Licensee the exclusive right'
license and privilege to use the designs furnished or approved by LS&CO. under
this Agreement and all related copyrights and design patents, if any, solely in
connection with Products sold to Approved Retailers in the Territory. LS&CO.
shall execute and deliver to Licensee all documents and instruments necessary to
document that license. Licensee shall have no right to use the licensed designs
under any other trademark or label or for any other product without first
obtaining the prior approval of LS&CO., including, without limitation, any
unique, signature design element or technical feature for the Products.

11.11 INFRINGEMENT. Licensee shall promptly notify LS&CO. in writing of
any use it learns of which may be infringements or imitations by others of the
Trademarks on articles similar to Products, and of any uses which may be
infringements or imitations by others of the related designs, design patents and
copyrights. LS&CO. shall have the sole right to determine whether or not any
action shall be taken on account of infringements or imitations. Licensee shall
not institute any suit or take any action unless LS&CO. in its sole discretion
authorizes Licensee to do so. Licensee shall not attempt to register any
infringing or confusingly similar trademark or corporate name, and shall use
reasonable efforts to ensure that no third party infringes or registers
confusingly similar trademarks or the LS&CO. corporate name. Licensee shall take
all appropriate actions, and all actions reasonably requested by LS&CO., to
prevent or avoid any misuse of the Trademarks or licensed designs by any of its
customers, contractors, sublicensees, suppliers or other resources.

11.12 COOPERATION. Licensee shall, at LS&CO.'s expense (provided that
LS&CO. shall not be responsible for the cost of the time and effort expended by
Licensee's officers and employees in connection with furnishing such
assistance), assist and cooperate with LS&CO. in securing and preserving
LS&CO.'s rights in and to the Trademarks and in and to the designs, design
patents or copyrights described in Section 11.9. LS&CO. may commence or
prosecute any claims or suits in its own name and may join Licensee as a party
in these proceedings.

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12. DILIGENCE; OTHER RELATIONSHIPS; FIRST RIGHTS OF REFUSAL

12.1 DILIGENCE. Licensee shall use its best efforts to exploit
throughout the Territory the license granted and to maintain the established
prestige and goodwill of the Trademarks and the reputation, standards and image
of LS&CO. Licensee shall maintain adequate design, sourcing, marketing, sales
and customer service resources, inventories and distribution facilities for
Products to ensure exploitation of the license and timely and complete
performance of its obligations under this Agreement.

12.2 OTHER LICENSES. Licensee is a party to, or presently plans to
become a party to, certain licenses, sublicenses or similar arrangements giving
Licensee the right to manufacture or sell products of the type described in
EXHIBIT B. Those arrangements are described on EXHIBIT I. During the term of
this Agreement, Licensee shall not, except as approved by LS&CO. in its sole
discretion, become a party to any additional license, sublicense or similar
agreement giving Licensee the right to manufacture, and shall not manufacture,
any product of the type described in EXHIBIT B bearing trademarks of or
otherwise on behalf of Sport Haley, Cutter & Buck, Ashworth, Greg Norman, Chaps
by Ralph Lauren, Antigua, or Guess?. In addition, if Licensee intends to enter
into any license or sublicense agreement giving Licensee the right to
manufacture and sell any product of the type described in EXHIBIT B for any
other entity or person and the product, in the reasonable judgment of Licensee,
would compete in the marketplace with the Products, Licensee shall, if not
prevented by under a confidentiality agreement with the prospective licenser,
notify LS&CO. in writing of its intention as soon as practicable, but in no
event less than 30 days prior to Licensee executing or entering into that
license or sublicense agreement. Licensee shall upon LS&CO.'s request discuss
the proposed arrangement with LS&CO.

12.3 FIRST RIGHTS OF REFUSAL. Licensee agrees that in connection with
the development of Products bearing the Trademarks as contemplated under this
Agreement, it will offer the first right of refusal to (a) Royce Hosiery for the
design and manufacture of socks, and (b) Humphrey's for the design and
manufacture of belts and small leather goods. LS&CO. shall have no obligations
or liabilities to Licensee, Royce Hosiery or Humphrey's with respect to these
offers or any resulting negotiations.

13. DEFAULT; TERMINATION

13.1 EVENT OF DEFAULT. Each of the following shall constitute an event
of default ("Event of Default"):

(a) Licensee fails to make any payment of royalties (including
Guaranteed Minimum Royalties) or other amounts to LS&CO. when due;

(b) Licensee files a petition in bankruptcy, is adjudicated a
bankrupt or files a petition or otherwise seeks relief under any bankruptcy,
insolvency or reorganization statute or proceeding, or a petition in bankruptcy
is filed against it and is not dismissed within 60 days, or it becomes insolvent
or makes an assignment for the benefit of its creditors or a custodian, receiver
or trustee is appointed for it or a substantial portion of its business or
assets or admits in writing its inability to pay its debts as they become due;

(c) Licensee, after achieving distribution and sale of Products
throughout the Territory, fails for a period of at least two consecutive months
to continue the bona fide distribution and sale of Products;

(d) Licensee sells Products to any entity or person other than an
Approved Retailer or other than as provided in Section 8.8;

(e) Licensee's second quality and closeout or end of season sales
are greater than 25% of total licensee manufactured Product sales (measured in
units) during any Annual Period;

(f) Except for the First Annual Period, Licensee fails in any
Annual Period to achieve enough sales to generate earned royalties under Section
3.2 equal to or exceeding the Guaranteed Minimum Royalty specified in Section
3.1 for that Annual Period;

(g) Licensee uses the Trademarks in a manner not authorized under
this Agreement or uses any other trademarks of LS&CO. on Products or otherwise;

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(h) Licensee sells any Products the designs and Samples for which
were not approved by LS&CO. as provided by Sections 5 and 6 or the approval for
which was withdrawn as provided in Sections 6.2 or 6.3;

(i) Licensee commits any breach of its obligations in respect of
Confidential Information as specified in Section 17;

(j) Licensee sells Products not meeting product quality standards
as contemplated by Section 6;

(k) Licensee or any of its subcontractors commits any breach of
its obligations under Section 10;

(l) Licensee assigns or attempts to assign this Agreement
(including any deemed assignment resulting from a Change of Control as
contemplated by Section 18) in breach of its obligations under Section 18;

(m) Any material representation or warranty made by Licensee in
this Agreement is false in any material respect; or

(n) Licensee commits a material breach of any of its other
obligations under this Agreement.

13.2 EFFECTIVENESS AND CURE. If any Event of Default specified in
Sections (a), (b), (c), (d), (e), (f), (g), (h) or (i) occurs, then LS&CO. may
immediately terminate this Agreement, with that termination effective upon
delivery of notice to Licensee. If any other Event of Default occurs, or if
LS&CO. decides not to terminate immediately the Agreement in respect of an Event
of Default specified in Sections 13(a) - (i), then Licensee, upon written notice
from LS&CO. to Licensee describing the circumstances giving rise to that Event
of Default, shall promptly and at its expense cure the Event of Default as
though it never occurred. If Licensee fails to cure such Event of Default within
that 30 day period, then LS&CO. may terminate this Agreement upon delivery to
Licensee of a written notice to that effect, with that termination effective
upon delivery of notice to Licensee. It is understood and agreed that Licensee
shall not have a right to cure if there occurs a second Event of Default under
the same subsection of Section 13.1 within two years of a prior Event of Default
that did not, because of cure or otherwise, result in termination of this
Agreement.

14. CONSEQUENCES OF TERMINATION

14.1 OPTION TO PURCHASE. Licensee shall give LS&CO., no later than ten
days following the termination of this Agreement (including by reason of
expiration), a listing of all Products on hand or in process. LS&CO. may conduct
a physical review of all finished and unfinished Products and roll goods,
labels, raw materials, sundries, embellishments, packaging, transparencies,
films and echtachromes that are used in connection with the manufacture and
packaging of the Products, artwork and negatives or transparencies previously
used or to be used in connection with the designs for the upcoming season and
prototypes and samples of the Products (collectively, the "Termination
Inventory"). LS&CO. or its designee shall have the option (but not the
obligation) in its sole discretion to purchase from Licensee either or both of:
(i) all or a portion of the excess finished Products and Samples which have not
been sold or will not be sold by Licensee within 180 days of expiration or
termination of the Agreement, and (ii) all or a portion of the other Termination
Inventory. If LS&CO. wishes to make a purchase, LS&CO. shall notify Licensee of
its or its designee's intention to exercise the option within 30 days of
delivery after receipt of the Termination Inventory listing. LS&CO. shall pay
Licensee for any finished Products and Samples at a price equal to actual
manufacturing cost for those Products and Samples. LS&CO. shall pay an amount
equal to Licensee's book value for any remaining items other than labeling and
packaging materials bearing the Trademarks, which Licensee will turn over to
LS&CO. without payment by LS&CO. Licensee shall at its expense deliver the
purchased items to LS&CO. within 15 days after receipt of LS&CO.'s exercise
notice, with LS&CO. to pay the purchase price to Licensee within ten days after
delivery of the purchased items. LS&CO. shall be entitled to deduct from the
purchase price any amounts owed it by Licensee.

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14.2 DISPOSAL OF TERMINATION INVENTORY. If LS&CO. chooses not to
purchase all of the Products included in the Termination Inventory, then
Licensee, for a period of 90 days after Licensees physical receipt of Products
in the Territory, but in no event to exceed 180 days from the termination or
expiration of this Agreement, may dispose of Products which are on hand or in
the process of being manufactured at the time of termination, to persons
approved to purchase Products under Section 8 and otherwise in accordance with
this Agreement. If, however, LS&CO. notifies Licensee that LS&CO. or a new
licensee is selling Products during that 90 day period, or if the termination is
by reason of an Event of Default described in Section 13.1(h) or (j), then
Licensee shall dispose of Products only to those Approved Retailers approved
under Section 8.3. Licensee shall pay earned royalties on such sales as provided
in Section 3. Licensee shall have no right to so dispose of Products unless it
has complied with the provisions of this Section 14.

14.3 TERMINATION OF LICENSES. Upon termination of this Agreement, all
rights granted to Licensee under this Agreement, including, without limitation,
all license rights under Section 11.10 with respect to designs, artworks,
sketches and other materials, together with rights to use the Trademarks, shall
automatically and without consideration or further action terminate and revert
to LS&CO. Licensee shall, except as required in connection with disposal of
Products included in the Termination Inventory as provided in Section 14.2: (i)
stop and refrain from all use of the Trademarks or any marks specified by LS&CO.
in its sole discretion as being similar to the Trademarks; (ii) stop and refrain
from further use of any of Product designs; and (iii) stop and refrain from
manufacturing, selling or distributing any products (whether or not they bear
the Trademarks) which are similar to, or derived from, the Products or designs,
it being understood that nothing in this Section 14.3 shall prevent Licensee
from selling styles of golf apparel; and (iv) dispose of all sundries, labels,
packaging and other materials bearing the Trademarks in a manner approved by
LS&CO.

14.4 PAYMENT OF GUARANTEED MINIMUM ROYALTY. Licensee shall, no later
than 30 days after the effective date of the termination, pay LS&CO. any
remaining installments of the entire Guaranteed Minimum Royalty for the balance
of the quarter in which LS&CO. gave notice of the termination, and for the next
calendar quarter.

14.5 CERTAIN EVENTS. No assignee for the benefit of creditors,
custodian, receiver, trustee in bankruptcy, sheriff or any other officer of the
court or official charged with responsibility for taking custody of Licensee's
assets or business may continue this Agreement or exploit or use any of the
Trademarks following the termination of this Agreement. Notwithstanding the
provisions of Sections 13 and 18, if, under the bankruptcy code or successor
similar law, a trustee in bankruptcy, of Licensee, or Licensee, as debtor, is
permitted to assume this Agreement and does so and, thereafter, desires to
assign this Agreement to a third party in accordance with the bankruptcy code,
the trustee or Licensee, as the case may be (in either case, the "Debtor"),
shall notify Licensor. The notice shall set out the name and address of the
proposed assignee, the proposed consideration for the assignment and all other
relevant data about the proposed assignment. The giving of this notice shall
constitute the grant to LS&CO. of an option to have this Agreement assigned to
LS&CO. or to LS&CO.'s designee for the consideration, or its equivalent in money
and upon the terms specified in the notice . The option may be exercised only by
notice given by LS&CO. to the Debtor no later than 30 days after LS&CO.'s
receipt of the notice from the Debtor unless a shorter period is deemed
appropriate by the court in the bankruptcy proceeding. If LS&CO. does not
exercise its option in a timely manner then the Debtor may complete the
assignment, but only if the assignment is to the entity named in the notice and
for the consideration and upon the terms specified in the notice. Nothing in
this Section 14.5 is intended to impair any rights which LS&CO. may have as a
creditor in the bankruptcy proceeding.

14.6 TRANSITION COOPERATION; OTHER LICENSES. Licensee shall cooperate
with LS&CO. during the transition period following a termination of this
Agreement, including, for example, signing any documents reasonably requested by
LS&CO. to accomplish or confirm the outcome outcomes (for example, reversions or
assignment of license or other intellectual property, rights) contemplated by
Section 14. The right of licensee to sell items of Termination inventory is
non-exclusive and shall not limit LS&CO.'s rights to sell such items of
Termination Inventory or to enter into other licenses or transactions.

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14.7 REMEDIES; OTHER LICENSES; NO OTHER OBLIGATIONS

(a) Notwithstanding any other provision of this Agreement
(including, without limitation, Section 13), LS&CO. shall have all the rights
and remedies which it may have, at law or in equally, with respect to the
termination of this Agreement, the collection of royalties or other; or amounts
payable by Licensee under this Agreement, the enforcement of all rights relating
to the establishment, maintenance or protection of the Trademarks and the
designers created or used under this Agreement or in respect of damages or
equitable relief in connection with breach of this Agreement by Licensee, it
being understood that termination under Section 13 shall not be considered an
exclusive remedy or in any way limit LS&CO. from enforcing other rights or
remedies, and that all decisions under, Section 13 by LS&CO. may be made by
LS&CO. in its sole discretion.

(b) Licensee shall under no circumstance be entitled, directly
or indirectly, to any form of compensation or indemnity from LS&CO. as a
consequence of the termination or expiration of this Agreement for any reason,
including, without limitation, the circumstances contemplated by Section 13.
Licensee waives any claims it may have against LS&CO. arising from any alleged
goodwill created by Licensee for the benefit of Licensee or LS&CO. or from the
alleged creation or increase of a market for Products or other items bearing the
Trademarks.

(c) Notwithstanding anything to the contrary in this
Agreement, LS&CO. shall have the; right, exercisable at any time, to negotiate
and enter into agreements with third parties under which it may grant a license
to use the Trademarks in connection, with the manufacture, distribution and sale
of Products in the Territory, or to enter into whatever other transactions it
desires for the use of the Trademarks on Products without any obligation of any
kind to Licensee, if under such agreement the products will be sold after the
date of expiration or termination of the Agreement. Nothing in this Agreement
shall be construed to prevent any such third party licensee from showing these
products and accepting orders prior to the termination or expiration of this
Agreement.

(d) It is understood and agreed that: (i) neither Licensee nor
LS&CO. shall be, as a result of entry into or performance under this Agreement
obligated to renew or extend this Agreement (other than as provided by Section
2.2) or business relationship in any respect, or to negotiate any such renewal
or extension, or, on the part of LS&CO., to offer a "first right of negotiation"
or "right of refusal" for a renewed or new license; (ii) subject to Section
12.2, Licensee shall be free to engage in negotiations and to enter into
agreements with other licensers or otherwise committing Product-devoted
resources, to commence upon expiration of this Agreement; and (iii) neither
Licensee nor LS&CO. shall have any right to compensatory, consequential, lost
profits, punitive or other damages of any other nature, or to obtain an
injunction, specific performance or other equitable remedy, whether to prevent
LS&CO. or Licensee, as the case may be, from entering into another agreement or
otherwise, should LS&CO. or Licensee, as the case may be, (a) decline to
negotiate or enter into a renewal or extension of this agreement (other than as
provided by Section 2.2) or (b) enter into a new agreement with a third party.

15. INDEMNITY

15.1 LS&CO. INDEMNITY. Except for matters as to which Licensee is
required to indemnify LS&CO. under Section 15.2, LS&CO. shall indemnify and hold
harmless Licensee and its affiliates, directors, officers, employees and agents
against any and all liability, claims, causes of action, suits, damages and
expenses (including reasonable attorneys' fees and expenses in disputes or
proceedings involving third parties or between LS&CO. and Licensee) which
Licensee is or becomes liable for, or may incur solely by reason of its use
within the Territory, in accordance with the terms and conditions of this
Agreement, of the Trademarks or the designs furnished to Licensee by LS&CO., to
the extent that such liability arises through infringement of another's
trademark rights or in connection with LS&CO.'s performance of this Agreement
(collectively, an "LS&CO. Indemnified Claim"). If any LS&CO. Indemnified Claim
shall be brought or asserted against Licensee in respect of-which indemnity may
be sought from LS&CO. under this Section 15.1, Licensee shall notify LS&CO. in
writing not later than the earlier of ten days before a response is due or 30
days after Licensee receives notice of the LS&CO. Indemnified Claim, and LS&CO.
shall assume and direct the defense thereof. A failure or delay by Licensee in
giving this notice shall not reduce or otherwise affect LS&CO.'s indemnification
obligations except to the extent that the failure or delay shall have materially

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prejudiced LS&CO.'s ability to defend or settle the Indemnified Claim. Licensee
may, at its own expense, be represented by its own counsel in such action or
proceeding.

15.2 LICENSEE INDEMNITY. Except for matters as to which LS&CO. is
required to indemnify Licensee under Section 15.1, Licensee shall defend,
indemnify and save and hold LS&CO. and its affiliates, directors, officers,
employees and agents harmless of and from any and all liability, claims, causes
of action, suits, damages and expenses (including reasonable attorneys fees and
expenses in disputes or proceedings involving third parties or between LS&CO.
and Licensee), which it is, or becomes liable for, or may incur, or be compelled
to pay by reason of any acts, whether of omission or commission, that may be
committed or suffered by Licensee or any of its servants, agents or employees in
connection with Licensee's performance of this Agreement, including without
limitation, Licensee's use of Licensee's own designs, advertising and
promotional material used by Licensee, manufacture, sale and consumer use of
Products or otherwise in connection with Licensee's business, whether that claim
based on laws relating to product liability, consumer protection, environmental
protection, tort, contract, trademark, patent, copyright, trade secret, tax,
employment, advertising, customs or any other law or basis (collectively, a
"Licensee Indemnified Claim"). If any Licensee Indemnified Claim shall be
brought or asserted against LS&CO. in respect of which indemnity may be sought
from Licensee under this Section 15.2, LS&CO. shall notify Licensee in writing
not later than the earlier of ten days before a response is due or 30 days after
LS&CO. receives notice of the Licensee Indemnified Claim. A failure or delay by
LS&CO. in giving this notice shall not reduce or otherwise affect Licensee's
indemnification obligations, except to the extent that the failure or delay
shall have materially prejudiced Licensee's ability to defend or settle the
claim. LS&CO. may, at its own expense, be represented by its own counsel in such
action or proceeding.

16. INSURANCE

16.1 REQUIRED COVERAGE. Licensee shall maintain, at its sole expense,
the following insurance coverage, with a financially sound insurance company
having an A.M. Best Rating of A or better, throughout the term of this Agreement
and, with respect to the coverage described in (ii) below, for a period of two
(2) years after its expiration or termination: (i) worker's compensation,
occupational disease, employer's liability (with limits of not less than $1
million for bodily injury by accident for each accident, $1 million for bodily
injury by disease for each employee and a $1 million policy limit for bodily
injury by disease), disability benefit and other similar insurance required
under the laws of the state that apply to the activities to be performed by
Licensee under this Agreement; (ii} commercial general liability insurance
including products liability, blanket contractual liability, personal injury and
advertising liability coverage with a combined single limit of $1 million per
occurrence for bodily injury, including death and property damage; (iii)
comprehensive automotive liability insurance for both owned and non-owned
vehicles used by Licensee either on or away from premises with a combined single
limit of $1 million per occurrence for bodily injury, including death and
property damage; and (iv) umbrella excess liability insurance, with a combined
single limit of $2 million per occurrence for bodily injury, including death and
property damage.

16.2 LS&CO. AS ADDITIONAL INSURED. Licensee shall ensure that LS&CO.,
and its directors, officers, employees, agents and assigns, shall be named as
additional insureds with respect to the insurance described in clause (ii)
through (iv) of Section 16.1. Licensee shall, within ten days after execution of
this Agreement, deliver to LS&CO. a certificate of such insurance from the
insurance carriers, describing the scope of coverage and the limits of
liability, naming the additional insureds required by this Section 16 and
providing that the policy may not be canceled or amended without at least 30
days prior written notice to LS&CO.

17. CONFIDENTIAL INFORMATION

17.1 CONFIDENTIAL INFORMATION. Except as otherwise provided in this
Agreement, all information disclosed by one of the parties (the "Discloser") to
the other party (the "Recipient") is considered confidential and: (i) shall
remain the exclusive property of the Discloser; (ii) shall be used by the
Recipient only in connection with its performance under this Agreement; and
(iii) shall be maintained in confidence by Recipient as described in this
Section 17. "Confidential Information" means any formula, pattern, program,
method, marketing programs, profitability, corporate strategy, technique,
process, design, sketch, color card, color story, artwork, material, business

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plan, customer or personnel list, or financial statement. Confidential
Information shall include, without limitation, information disclosed in
connection with this Agreement, but shall not include information that: (i) is
now or subsequently becomes generally available to the public through no
wrongful act or omission of Recipient; (ii) Recipient can demonstrate to have
had rightfully in its possession prior to disclosure to Recipient by Discloser;
(iii) is independently developed by Recipient without use, directly or
indirectly, of any Confidential Information; or (iv) Recipient rightfully
obtains from a third party who has the right to transfer or disclose it.

17.2 LIMITS ON USE AND DISCLOSURE. Except as contemplated by this
Agreement or as specifically authorized by Discloser in writing, and except as
required by law, Recipient shall not reproduce, use, distribute, disclose or
otherwise disseminate Confidential Information. Upon expiration or termination
of this Agreement or upon request by Discloser, Recipient shall promptly deliver
to Discloser all Confidential Information (including copies) then in its
custody, control or possession, and shall deliver within five days after such
termination or request a written statement to Discloser certifying compliance
with this Section 17.2.

17.3 ACCESS. Licensee and LS&CO. shall use reasonable efforts to ensure
that access to Confidential Information is limited to those employees or other
authorized representatives of Recipient who need to know such Confidential
Information in connection with their work related to this Agreement. Recipient
shall use reasonable efforts to inform such employees or authorized
representatives of the confidential nature of Confidential Information.

17.4 CONFIDENTIALITY OF AGREEMENT. Except as may be required under
applicable securities law and stock exchange regulations, Licensee shall not
issue any press release or other public announcements relating to this Agreement
in any respect or to the business relationship between LS&CO. and Licensee
without first obtaining the approval of LS&CO.

18. ASSIGNMENT; CHANGE OF CONTROL OF LICENSEE

18.1 LICENSOR ASSIGNMENT. Nothing in this Agreement limits LS&CO.'s
ability to sell or otherwise transfer the Trademarks to a third party or to
engage in any merger, consolidation, sale of assets, reorganization, sale of
stock or other transaction. LS&CO. may assign its rights and delegate its duties
under this Agreement as it sees fit, including, without limitation, in
connection with such a transaction.

18.2 LICENSEE ASSIGNMENT. The rights granted to Licensee are personal
in nature. Licensee may not assign this Agreement or any rights granted under
this Agreement, or delegate any of its obligations under this Agreement, without
first obtaining the approval of LS&CO. Any such assignment without the prior
approval of LS&CO. shall be null and void and of no force or effect. Any "Change
of Control" (as defined in this Section 18.2) of Licensee shall be considered an
assignment of this Agreement by Licensee. "Change of Control" means: (i) any
consolidation or merger of Licensee in which Licensee or its parent is not the
continuing or surviving corporation or after which the shareholders of Licensee
or the date hereof cease to hold at least 50% or more of the combined voting
power of Licensee, (ii) any sale of all or substantially all the assets of
Licensee to any person, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934) (the "Exchange Act") other
than a then existing shareholder or group of shareholders of Licensee or its
parent owning 75% or more of the combined voting power of Licensee's or its
parent's then outstanding securities or (iii) any person, as that term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act, who becomes or is discovered
to be a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in
effect on the date of this Agreement) directly or indirectly of securities of
Licensee representing 50% or more of the combined voting power of Licensee's
then outstanding securities on a fully converted, fully diluted basis (unless
that person is already such a beneficial owner on the date of this Agreement).
Licensee shall notify LS&CO. of any Change in Control within three days after
its occurrence. If the prior approval of LS&CO. is not obtained with respect to
any Change of Control of Licensee, LS&CO. shall be entitled, in its sole
discretion, to terminate this Agreement at any time during the 90 day period
after the date upon which LS&CO. receives from Licensee notice of the Change in
Control or otherwise learns of the Change in Control.

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19. APPROVALS

This Agreement contains a number of provisions in which Licensee must
obtain LS&CO.'s approval of a particular item or matter. All requests for these
approvals must be made in writing by Licensee. Unless otherwise expressly stated
in the relevant provision, approval procedures shall be as described in this
Section 19. All approvals or disapprovals may be made by LS&CO. in its sole
discretion and must be communicated by LS&CO. in writing. If LS&CO. fails to
affirmatively approve or disapprove of an item or matter within ten (10) days
after submittal to LS&CO., then Licensee shall contact LS&CO. and confirm LS&CO.
receipt. Any request for which affirmative approval or disapproval is not given
by LS&CO. within three (3) days after confirmed receipt shall be considered
approved. LS&CO. shall have no obligation to review items or matters the
submission of which did not comply with this submission procedure. It is
understood and agreed that LS&CO.'s approval decisions under Sections 4, 5, 6
and 8 of this Agreement may be based solely upon LS&CO.'s subjective standards
as to aesthetics and image based upon its requirements for and the reputation
and prestige of products bearing the Trademarks, retail distribution of products
bearing the Trademarks and its commercial judgment generally. It is understood
that Product quality, style of packaging, shipping, customer service, promotion,
selling tools, creation and introduction of new products and service and
presentation at retail all may bear upon "image" as contemplated by this Section
19.

20. DISPUTE RESOLUTION

20.1 DEFINITIONAL DISPUTES. Licensee recognizes that LS&CO. has
granted, and may in the future grant, licenses to other parties to use the
Trademarks or one or more of LS&CO.'s other trademarks in connection with the
manufacture, promotion and sale of apparel, accessories or other items. If
Licensee or the licensee under any other such license notifies LS&CO. of what it
believes is an existing or potential conflict in the definition of merchandise
covered by, or the rights of the licensee under, their respective license
agreements, LS&CO. shall consider and resolve the issue by giving each of the
affected parties a written notice of its decision. LS&CO.'s decision shall be
final and binding upon Licensee. In addition, Licensee acknowledges that due to
the nature of the marketplace, the definition of Products may change over time
or may not be amenable to precise delineation, whether or not there exists a
potentially conflicting second license. Licensee agrees that if there is a
dispute with LS&CO. regarding the definition of Products, LS&CO. shall have
authority to resolve the dispute in its sole discretion; that decision shall be
final and binding upon Licensee.

20.2 MEDIATION. If there is any controversy, dispute or claim arising
out of or relating to interpretation or breach of this Agreement (except
controversies, disputes or claims relating to or affecting in any way the
ownership of or the validity of the Trademarks or any related registration or
application for registration, or fraud by either party), then Licensee and
LS&CO. promptly shall try to settle it. If the dispute cannot be resolved,
Licensee and LS&CO. promptly shall initiate and participate in mediation of the
dispute, with a mediator to be selected jointly by Licensee and LS&CO., or, if
they cannot agree upon a mediator, by the Regional Vice President of the San
Francisco-based division of the American Arbitration Association "AAA-SF") or
his or her designee. If the dispute is not resolved within five days after
completion of mediation, then Licensee and LS&CO. promptly shall submit it to
binding arbitration as provided in Section 20.3.

20.3 AGREEMENT TO ARBITRATE. The arbitration shall be conducted in San
Francisco or other location mutually chosen by Licensee and LS&CO. in accordance
with the then existing Rules of Commercial Arbitration of the American
Arbitration Association ("AAA"). There shall be a single arbitrator, who shall
be selected in accordance with the procedures of the AAA. He or she shall be a
retired or former judge of any federal court appointed under Article III of the
United States Constitution who presided in a court located in the state in which
the arbitration is conducted, or a retired or former judge of a trial court of
general jurisdiction or a higher court of the state in which the arbitration is
conducted. Judgment upon any award rendered by the arbitrator may be entered by
any State or Federal court having jurisdiction. Any controversy concerning
whether a dispute is an arbitrable dispute shall be determined by the
arbitrator. Licensee and LS&CO. intend that this agreement to arbitrate be
valid, specifically enforceable and irrevocable. The designation of a site or a
governing law for this Agreement or the arbitration shall not be deemed an
election to preclude application of the Federal Arbitration Act, if it would be
applicable. The decision of the arbitrator shall be binding and shall not be
subject to judicial review.

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20.4 INJUNCTIVE RELIEF; OTHER ACTIONS. Notwithstanding the other
provisions of this Section 20, both Licensee and LS&CO. may request a court of
competent jurisdiction to grant provisional injunctive relief solely for the
purpose of maintaining the status quo until an arbitrator can render an award on
the matter in question and the award can be confirmed by a court having
jurisdiction. It is understood and agreed that LS&CO. may seek injunctive relief
in matters involving use of the Trademarks or other trademarks of LS&CO. or
disclosure of confidential information. It is further understood and agreed that
nothing in Sections 20.1, 20.2, 20.3 or 20.4 shall in any way limit LS&CO.'s
rights under Sections 13 and t4 to terminate the Agreement upon the occurrence
of an Event of Default.

20.5 EXPENSES. The arbitrator shall award to the prevailing party in
any arbitration, and the court shall include in its judgment, if any, for the
prevailing party in any claim arising under this Agreement, the prevailing
party's costs and expenses (including, without limitation, expert witness
expenses and reasonable attorneys' fees and expenses for mediation) of
investigating, preparing and presenting such claim or cause of action. LS&CO.
and Licensee shall each bear their own expenses incurred in a mediation that
does not result in arbitration.

21. BROKERS

Each of LS&CO. and Licensee represents and warrants to the other that
it has not employed or dealt with any broker or finder in connection with this
Agreement or the transactions contemplated by this Agreement. Each of LS&CO. and
Licensee agrees to indemnify the other and hold it harmless from any and all
liabilities (including, without limitation, reasonable attorneys' fees and
disbursements paid or incurred in connection with those liabilities) for any
brokerage commissions or finders' fees in connection with this Agreement or the
transactions contemplated by this Agreement insofar as those liabilities shall
be based on any arrangements or agreements made by or purported or alleged to be
made by, it or on its behalf.

22. TAXES

Both parties shall pay, at the time and in the manner provided for in
any applicable legislation, all of their respectively owed income or other taxes
of whatever nature, to-tether with any related liabilities including interest
and penalties imposed by the United States or by a state or municipal government
or by any taxation authority thereof, payable on or in respect of its
manufacture, sale or distribution of Products or otherwise in connection with
exercise of its rights and performance of its obligations under this Agreement.
Unless otherwise specifically provided in this Agreement, both parties shall
promptly pay all of their respectively owed taxes (whether income, documentary,
sales, stamp, registration, issue, capital, property, excise or otherwise),
levies, imposts, duties, fees, charges, deductions, withholding, restrictions or
conditions or any penalties, interest or additions thereto or any nature
whatsoever imposed, levied, collected, assessed or withheld by and perform all
obligations imposed by the United States or by a state or municipal government
or any taxation authority thereof in connection with the manufacture, sale or
distribution of Products or otherwise in connection with exercise of its rights
and performance of its obligations under this Agreement.

23. REPRESENTATIONS AND WARRANTIES

23.1 BY LS&CO. LS&CO. represents and warrants to Licensee that: (i)
LS&CO. holds various U.S. registrations for, and/or common law rights in and to,
the Trademarks; (ii) LS&CO. has full legal right, power and authority to grant
the license described in Section 1, to enter into this Agreement, to perform all
of its obligations under this Agreement and to consummate all of the
transactions contemplated by this Agreement; (iii) this Agreement has been duly
executed and delivered by LS&CO. and constitutes the legal, valid and binding
obligation of LS&CO., enforceable against it in accordance with its terms; and
(iv) LS&CO. is not a party to, subject to or bound by any agreement, contract,
license, indenture, law, regulation or commitment of any kind or any judgment,
order, writ, prohibition, injunction or decree of any court or other
governmental body that would prevent, or that would be breached or violated by,
the execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement.

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23.2 BY LICENSEE. Licensee represents and warrants to LS&CO. that: (i)
Licensee has full legal right, power and authority to enter into this Agreement,
to perform all of its obligations under the Agreement and to consummate all of
the transactions contemplated by this Agreement; (ii) this Agreement has been
duly executed and delivered by Licensee and constitutes the legal, valid and
binding obligation of Licensee, enforceable against it in accordance with its
terms; (iii) Licensee is not a party to, subject to or bound by any agreement,
contract, license, indenture, law, regulation or commitment of any kind or any
judgment, order, writ, prohibition, injunction or decree of any court or other
governmental body that would prevent, or that would be breached or violated by,
the execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement; (iv) except as described in EXHIBIT
I, Licensee is not a party to any license, sublicense or similar agreement or
arrangement giving Licensee the right to manufacture or sell any product of the
type described in EXHIBIT B; and (v) neither the accurate and continuous
operation of the facilities, equipment, hardware and software systems
(collectively, the "Infrastructure") that Licensee will use in its activities
under this Agreement nor Licensee's design, manufacture, marketing and sale of
Products will be impaired or otherwise adversely affected because of "Year 2000"
problems affecting the Infrastructure or any contractors or other vendors upon
which Licensee will materially rely upon in its performance.

23.3 NO OTHER REPRESENTATIONS AND WARRANTIES. Licensee and LS&CO.
recognize that there are many uncertainties in the business of Licensee
contemplated by this Agreement. Licensee and LS&CO. agree and acknowledge that
other than those representations expressly made in this Agreement, no
representations, warranties, commitments or guarantees of any kind have been
made to either party by the other, or by anyone acting on its behalf, including,
without limitation, representations concerning the value of the Products or the
prospects for the level of their sales or profits. Licensee and LS&CO. each have
made its own independent business evaluation in deciding to license Licensee to
manufacture and distribute the Products on the terms described in this
Agreement.

24. GENERAL PROVISIONS

24.1 NOTICE. All notices, approvals requests, consents and other
communications under this Agreement shall be in writing and shall be considered
properly given or sent: (i) on the date when the notice, request, consent or
communication is personally delivered and acknowledged; or (ii) on the date when
sent by confirmed facsimile if a business day or on the first business day
following if not; or (iii) five days after transmission by certified or
registered mail; or (iv) the first business day after transmission by overnight
courier delivery, as follows:

if to LS&CO.:

Director of Licensing
Levi Strauss & Co.
1155 Battery Street
San Francisco, CA 94111

with copy to:

General Counsel/Trademark Licensing
Levi Strauss & Co.
1155 Battery Street
San Francisco, CA 94111

If to Licensee:

David Roderick
Avid Sportswear, Inc.
19143 S. Hamilton Avenue
Gardena, CA 90248

20
<PAGE>

With a copy to:

Jeffrey A. Abrams
Dann Pecar Newman & Kleiman, P.C.
One American Square
Suite 2300, Box 82008
Indianapolis, IN 46282

These addresses may be changed by delivery of a notice to that effect to the
other party.

24.2 RELATIONSHIP OF THE PARTIES. Licensee and LS&CO. are and will
remain independent commercial contracting parties; the arrangements contemplated
by this Agreement will not create a partnership, joint venture, employment,
fiduciary or similar relationship for any purpose. This Agreement is not
intended to and does not create any direct relationship between LS&CO. and any
employee, contractor, subcontractor or other person in a relationship with
Licensee. Neither Licensee nor LS&CO. shall have the power to obligate or bind
the other to a third party or commitment in any manner whatsoever, except as
expressly provided in Section 15 of this Agreement. LS&CO. shall not be
responsible, to Licensee or to any person, in any way for wages, benefits,
compensation, taxes or any other liability in respect of persons employed or
retained by Licensee in connection with performance of its obligations under
this Agreement or otherwise. LS&CO. shall not be responsible, to Licensee, to
Licensee's landlord or to any other person, in any way for lease obligations,
environmental compliance, personal injuries or otherwise in respect of Showroom,
sales office, manufacturing facility, distribution facility or other space used
by Licensee in connection with performance of its obligations under this
Agreement or otherwise.

24.3 COMPLIANCE WITH LAWS. Licensee shall comply with all laws, rules,
regulations and requirements of any governmental body which may be applicable to
the manufacture, distribution, sale or promotion of Products or otherwise to the
performance of its obligations under this Agreement.

24.4 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement and its exhibits
contain the entire agreement between LS&CO. and Licensee, represent the final,
complete and exclusive statement of LS&CO. and Licensee and supersede any and
all prior or contemporaneous agreements, communications, arrangements or
understandings between LS&CO. and Licensee, including, without limitation,
letter of intent. This Agreement may not be explained or supplemented by any
course of dealings between LS&CO. and Licensee or by usage or trade and shall
not be considered modified by provisions contained in other documents prepared
by LS&CO. and Licensee including, without limitation, royalty statements, Sales
Plans, retailer approvals and the like. This Agreement may be modified only as
stated in and by a writing signed by both LS&CO. and Licensee which refers
specifically to this Agreement and states that it is amending this Agreement.

24.5 REMEDIES. All rights and remedies provided for in this Agreement
shall be cumulative and in addition to any other rights or remedies LS&CO. and
Licensee may have at law or in equity. LS&CO. and Licensee may employ any of the
remedies available to it with respect to any of its rights without prejudice to
the use by it in the future of any other remedy. Except as expressly provided in
Section 15 of this Agreement, no person, other than LS&CO. and Licensee, shall
have any rights under this Agreement, it being understood that the respective
affiliates, directors, officers, employees and agents of each of them are direct
and intended beneficiaries of indemnification promises as provided in Section
15. Licensee's obligation to pay royalties shall be absolute notwithstanding any
claim Licensee may assert against LS&CO. Licensee may not set off, compensate or
make any deduction from any royalty payment for any reason whatsoever.

24.6 SUBMISSION TO JURISDICTION. LS&CO. AND LICENSEE CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATE WITHIN THE STATE OF
CALIFORNIA, AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO
THIS AGREEMENT OR ANY RELATED MATTER, OTHER THAN ANY ACTION OR PROCEEDING
REQUIRED BY SECTION 20 TO BE SUBMITTED TO MEDIATION AND ARBITRATION, SHALL BE
LITIGATED IN THOSE COURTS. LS&CO. AND LICENSEE EACH WAIVE ANY OBJECTION WHICH IT
MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY

21
<PAGE>

SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON IT, AND CONSENTS TO SERVICE OF PROCESS MADE IN THE MANNER
DESCRIBED IN SECTION 24.1. Nothing contained in this Section 24.6 shall affect
the right of either LS&CO. or Licensee to serve legal process on the other in
any other manner permitted by law. Nothing contained in this Section 24.6 shall
affect the rights and obligations of LS&CO. and Licensee under Section 13 or in
respect of mediation and arbitration of disputes under Section 20.

24.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and permitted assigns of LS&CO. and
Licensee.

24.8 GOVERNING LAW. This Agreement is to be governed by and construed
in accordance with the laws of the State of California.

24.9 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

24.10 SURVIVAL. The following provisions of this Agreement shall
survive and remain effective after expiration or termination of this Agreement:
9,11.1, 11.2, 11.4, 11.5, 11.11, 11.12, 14, 15, 16, 17, 20, 21, 22 and 24.

24.11 HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

24.12 FORCE MAJEURE. Neither LS&CO. nor Licensee shall be liable for
any failure of or delay in the performance of its obligations under this
Agreement for the period that the failure or delay is due to acts of God, public
enemy, war, strikes or labor disputes, or any other cause beyond the party's
reasonable control, it being understood that lack of financial resources or Year
2000 problems shall not be deemed a cause beyond a party's control. Each of
LS&CO. and Licensee shall notify the other promptly of the occurrence of any
such cause and carry out the affected performance as promptly as practicable
after the cause of the problem is alleviated. It is understood, however, that
the occurrence of a force majeure event shall not in any case work an extension
of the term of this Agreement.

24.13 DAYS AND QUARTERS. Unless expressed stated in a particular
provisions, references in this Agreement to "days" means calendar, not business,
days, and references to "quarters" means calendar quarters.

24.13 COUNTERPARTS. This Agreement may be signed in one or more
counterparts.

IN WITNESS WHEREOF, LS&CO. and Licensee signed this Agreement on the
date appearing in the first paragraph of this Agreement.

LEVI STRAUSS & CO

BY: /s/ John Ermatinger
------------------------------------
John Ermatinger

AVID SPORTSWEAR, INC

By: /s/ David Roderick
------------------------------------
David Roderick
President

EXHIBIT 10.11

CONVERTIBLE REVOLVING DEMAND NOTE

$550,000.00 Date: December 1, 1999

FOR VALUE RECEIVED, the undersigned, AVID SPORTSWEAR & GOLF CORP., a
Nevada corporation (the "Borrower"), hereby promises to pay on DEMAND to the
order of EARL INGARFIELD, (the "Lender"), at such place or places as he may
designate, in lawful money of the United States of America, the maximum
principal sum of Five Hundred Fifty Thousand Dollars (US $550,000.00), or such
lesser amount as shall equal the aggregate outstanding principal sum of all
unpaid advances (each, an "Advance") from time to time made by the Lender,
together with accrued interest on the unpaid principal balance hereof from the
date of an Advance.

Interest shall accrue as of the date of this Note and shall be
calculated on the entire principal sum outstanding from time to time at a rate
per annum equal to ten percent (10%). The Borrower shall pay interest quarterly
in arrears. The first payment shall be due on April 1, 2000 and each successive
payment shall be due on the 1st day of each successive quarter thereafter.
Interest on any overdue principal and, to the extent permitted by applicable
law, any overdue interest, shall accrue from the due date thereof (which date
shall be at least ten (10) business days after the date the Lender makes DEMAND)
until paid in full at a rate equal to the maximum rate allowable by law.

The holder of this Note is authorized to record the date and amount of
each Advance and each payment of principal with respect thereto on the Schedule
annexed hereto and made a part hereof as Exhibit "A", or on a continuation
thereof which shall be attached hereto and made a part hereof which recordation,
absent manifest error, shall constitute prima facie evidence of the accuracy of
the information recorded.

All payments shall be applied first to accrued interest and then to
principal. If any payment is not made in full when due, the entire unpaid
principal and accrued interest and all other liabilities of Borrower to the
holder hereof shall, at the option of the holder hereof, become immediately due
and payable without notice of any kind, presentment, demand or protest, all of
which are hereby expressly waived. Failure to exercise this option shall not
constitute a waiver of the subsequent right to exercise this option by the
holder hereof.

Any holder of this Note shall have the right at any time prior to the
payment in full of the principal balance of this Note to convert all (but not
less than all) amounts due under this Note into fully paid and non-assessable
shares of the Borrower's common stock, $0.001 par value per share (the "Common
Stock"). The number of shares of Common Stock (the "Conversion Shares") into
which this Note may be converted shall be determined by dividing (a) the sum of
all amounts due under this Note (including, without limitation, all principal
and accrued but unpaid interest) up to and including the date of conversion by
(b) the product of the closing price of the Common Stock on the Conversion Date
(as defined below), as listed on a national securities exchange, The Nasdaq
National Market System, The Nasdaq SmallCap Market or the last reported bid
price published in the "pink sheets" or displayed on the National Association of
Securities Dealers, Inc. Over-the-Counter Bulletin Board, multiplied by eighty
percent (80%). No fractional shares of Common Stock or scrip representing
fractional shares shall be issued upon conversion of this Note. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of the Note, the Borrower shall pay to the holder a cash adjustment
in respect of such fraction.

The holder shall give written notice to the Borrower of his election to exercise

<PAGE>

his conversion right (the "Notice") at any time any amount hereunder is
outstanding. The date when the Notice is received by the Borrower shall be the
"Conversion Date." As promptly as practicable after the Conversion Date, the
Borrower shall issue and deliver to the holder a certificate or certificates for
the Conversion Shares. Such conversion shall be deemed to have been effective on
the Conversion Date and holder shall be deemed to have become the holder of
record of the Conversion Shares at such time.

If any amount hereunder is payable on a day which is a Saturday,
Sunday, legal holiday or a day on which banking institutions in Miami, Florida
are authorized or required by law or by local proclamation to close, the due
date thereof shall be extended to the next succeeding business day and interest
thereon shall accrue during the period of such extension at the rate provided
herein.

The Borrower waives presentment, demand for payment, notice of
dishonor, protest and notice of protest of this Note and agrees to pay all costs
of collection when incurred (including reasonable attorneys' fees). This Note
shall be governed by and construed in accordance with the laws of the State of
Florida.

AVID SPORTSWEAR & GOLF CORP.

By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------

<PAGE>

EXHIBIT "A"

REVOLVING LOANS AND PAYMENTS OF REVOLVING
-----------------------------------------
LOANS (Schedule to Revolving Demand Note dated December 1, 1999)

UNPAID PRINCIPAL
AMOUNT OF REVOLVING AMOUNT OF REVOLVING BALANCE OF REVOLVING
DATE LOANS MADE LOANS PAID LOANS NOTATION MADE BY

<S> <C> <C> <C> <C>
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</TABLE>

EXHIBIT 10.12

CONVERTIBLE REVOLVING DEMAND NOTE

$1,000,000.00 Date: December 1, 1999

FOR VALUE RECEIVED, the undersigned, AVID SPORTSWEAR & GOLF CORP., a
Nevada corporation (the "Borrower"), hereby promises to pay on DEMAND to the
order of LIDO CAPITAL CORPORATION, a Nevada corporation (the "Lender"), at such
place or places as it may designate, in lawful money of the United States of
America, the maximum principal sum of One Million Dollars (US $1,000,000.00), or
such lesser amount as shall equal the aggregate outstanding principal sum of all
unpaid advances (each, an "Advance") from time to time made by the Lender,
together with accrued interest on the unpaid principal balance hereof from the
date of an Advance.

<PAGE>

The holder shall give written notice to the Borrower of his election to exercise
his conversion right (the "Notice") at any time any amount hereunder is
outstanding. The date when the Notice is received by the Borrower shall be the
"Conversion Date." As promptly as practicable after the Conversion Date, the
Borrower shall issue and deliver to the holder a certificate or certificates for
the Conversion Shares. Such conversion shall be deemed to have been effective on
the Conversion Date and holder shall be deemed to have become the holder of
record of the Conversion Shares at such time.

AVID SPORTSWEAR & GOLF CORP.

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

<PAGE>

EXHIBIT "A"

REVOLVING LOANS AND PAYMENTS OF REVOLVING
-----------------------------------------
LOANS (Schedule to Revolving Demand Note dated December 1, 1999)

UNPAID PRINCIPAL
AMOUNT OF REVOLVING AMOUNT OF REVOLVING BALANCE OF REVOLVING
DATE LOANS MADE LOANS PAID LOANS NOTATION MADE BY

</TABLE>

EXHIBIT 10.13

CONVERTIBLE REVOLVING DEMAND NOTE

$125,000.00 Date: December 1, 1999

FOR VALUE RECEIVED, the undersigned, AVID SPORTSWEAR & GOLF CORP., a
Nevada corporation (the "Borrower"), hereby promises to pay on DEMAND to the
order of MICHAEL E. LAVALLIERE (the "Lender"), at such place or places as he may
designate, in lawful money of the United States of America, the maximum
principal sum of One Hundred Twenty-Five Thousand Dollars (US $125,000.00), or
such lesser amount as shall equal the aggregate outstanding principal sum of all
unpaid advances (each, an "Advance") from time to time made by the Lender,
together with accrued interest on the unpaid principal balance hereof from the
date of an Advance.

<PAGE>

AVID SPORTSWEAR & GOLF CORP.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

<PAGE>

EXHIBIT "A"

REVOLVING LOANS AND PAYMENTS OF REVOLVING
-----------------------------------------
LOANS (Schedule to Revolving Demand Note dated December 1, 1999)

UNPAID PRINCIPAL BALANCE
AMOUNT OF REVOLVING AMOUNT OF REVOLVING LOANS OF REVOLVING LOANS
DATE LOANS MADE PAID
<S> <C> <C> <C>
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- ------------------- ------------------------- --------------------------- ----------------------------
- ------------------- ------------------------- --------------------------- ----------------------------
- ------------------- ------------------------- --------------------------- ----------------------------

</TABLE>

EXHIBIT 10.14

CONVERTIBLE REVOLVING DEMAND NOTE

$500,000.00 Date: December 1, 1999

FOR VALUE RECEIVED, the undersigned, AVID SPORTSWEAR & GOLF CORP., a
Nevada corporation (the "Borrower"), hereby promises to pay on DEMAND to the
order of THOMAS L. BROWNING (the "Lender"), at such place or places as he may
designate, in lawful money of the United States of America, the maximum
principal sum of Five Hundred Thousand Dollars (US $500,000.00), or such lesser
amount as shall equal the aggregate outstanding principal sum of all unpaid
advances (each, an "Advance") from time to time made by the Lender, together
with accrued interest on the unpaid principal balance hereof from the date of an
Advance.

The holder shall give written notice to the Borrower of his election to exercise

<PAGE>

AVID SPORTSWEAR & GOLF CORP.

By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------

<PAGE>

EXHIBIT "A"

REVOLVING LOANS AND PAYMENTS OF REVOLVING LOANS
-----------------------------------------------
(Schedule to Revolving Demand Note dated December 1, 1999)

UNPAID PRINCIPAL BALANCE
AMOUNT OF REVOLVING LOANS AMOUNT OF REVOLVING LOANS OF REVOLVING LOANS
DATE MADE PAID

<S> <C> <C> <C>
- ---------------------------- ---------------------------- --------------------------- ----------------------------
December 300,000 300,000
- ---------------------------- ---------------------------- --------------------------- ----------------------------
January 12 200,000 500,000
- ---------------------------- ---------------------------- --------------------------- ----------------------------
- ---------------------------- ---------------------------- --------------------------- ----------------------------
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</TABLE>

EXHIBIT 10.15

PROMISSORY NOTE
$200,000.00

FOR VALUE RECEIVED, AVID SPORTSWEAR & GOLF CORP., a Nevada corporation
(hereinafter referred to as "Maker") promises to pay to the order of DANIEL
PAETZ, the sum of Two Hundred Thousand Dollars ($200,000.00), at 7290 Waterview
Point, Noblesville, IN 46060 or at such other place as the holder hereof may
direct in writing, with interest thereon at the rate of the prime rate of Bank
One, N.A. until default and then at twelve per centum (12%) per annum after
maturity until paid, with attorneys' fees and costs of collection, and without
relief from valuation and appraisement laws. Interest shall accrue until January
31, 2000. Principal shall be paid from any proceeds from the Private Placement
Memorandum issued in December, 1999 by Maker. If this Note is not repaid in full
on or before January 31, 2000, then the principal shall be paid on or before
August 1, 2000, interest shall be paid on the 1st day of February, 2000 and on
the 1st day of each month thereafter, and Maker shall cause stock warrants of
Maker of 100,000 shares at exercise price of $.50 per share exercisable at any
time on or before August 1, 2003, to be delivered to holder.

The Maker and endorser waive demand, presentment, protest, notice of
protest and notice of nonpayment or dishonor of this Note, and each of them
consents to extension of the time of payment of this Note. This Note may be
prepaid in whole or in part at any time and from time to time without premium or
penalty. This Note shall be governed by the laws of the State of Indiana.

No delay or omission on the part of the holder hereof in the exercise
of any right or remedy shall operate as a waiver thereof, and no single or
partial exercise by the holder hereof of any right or remedy shall preclude
other or further exercise thereof or any other right or remedy.

Signed this 23rd day of December, 1999.

AVID SPORTSWEAR & GOLF CORP., a
Nevada corporation

By:
------------------------------------------

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

Address: Avid Sportswear & Golf Corp.
22 South Links Avenue
Suite 204
Sarasota, Florida 34236

EXHIBIT 10.16

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "AGREEMENT") is made in Sarasota,
Florida effective as of February 1, 2000, by and between AVID SPORTSWEAR AND
GOLF CORP., a Nevada corporation (the "COMPANY"), and EARL T. INGARFIELD, an
individual residing in Sarasota, Florida (the "EXECUTIVE"), who hereby agree as
hereinafter provided.

Section 1. DEFINITIONS. As used herein, the following terms shall have the
meanings set forth below.

"ACT" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

"AGREEMENT" shall have the meaning set forth in the introductory paragraph
hereof.

"BASE COMPENSATION" shall have the meaning set forth in Section 5(a).

"BOARD OF DIRECTORS" means the incumbent directors of the Company as of
the point in time reference thereto is made in this Agreement.

"CAUSE" shall have the meaning set forth in Section 10(b).

"COLA ADJUSTMENT" means the cost of living adjustment, which shall
correspond to the percent rise in prices for the preceding year as measured by
the Consumer Price Index for all Urban Consumers (CPI-UC), All City Average, all
Items (base year 1982-1984 = 100) published by the United States Department of
Labor, Bureau of Labor Statistics (the "INDEX"). The COLA Adjustment shall be
determined by multiplying the amount or figure to be adjusted by a fraction, the
numerator of which is the Index published for the month in which occurs the date
of adjustment and the denominator of which is the Index published for the same
month of the preceding year.

"COMMISSION" means the Securities and Exchange Commission.

"COMMON STOCK" means the common stock, par value $.001 per share, of the
Company.

"COMPANY" shall have the meaning set forth in the introductory paragraph
of this Agreement, and shall include Subsidiaries where appropriate.

"COMPETITIVE BUSINESS" shall have the meaning set forth in Section 9(a).

"CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
9(c).

<PAGE>

"DISABILITY" of the Executive means that, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from his duties on a full time basis for six (6) consecutive months, or
for an aggregate of nine (9) months in any consecutive twelve (12) month period,
and a physician selected by the Executive is of the opinion that (a) he is
suffering from "total disability" as defined in the Company's disability
insurance program or policy and (b) he will qualify for Social Security
Disability Payments and (c) within thirty (30) days after written notice thereof
is given by the Company to the Executive (which notice may be given at any time
after the end of such six (6) or twelve (12) month periods) the Executive shall
not have returned to the performance of his duties on a full-time basis. (If the
Executive is prevented from performing his duties because of Disability, upon
request by the Company, the Executive shall submit to an examination by a
physician selected by the Company, at the Company's expense, and the Executive
shall also authorize his personal physician to disclose to the selected
physician all of the Executive's medical records).

"EMPLOYMENT COMMENCEMENT DATE" means February 1, 2000.

"EMPLOYMENT PERIOD" means that period commencing on the Employment
Commencement Date and ending on the Employment Termination Date.

"EMPLOYMENT TERMINATION DATE" means the date the Employment Period
terminates as provided in Section 10.

"EXECUTIVE" shall have the meaning set forth in the introductory paragraph
of this Agreement.

"FISCAL YEAR" means the fiscal year of the Company ending December 31 or
as such fiscal year as may be amended by the Board of Directors.

"INCENTIVE BONUS COMPENSATION" shall have the meaning set forth in Section
5(b).

"NOTICE OF TERMINATION" shall have the meaning set forth in Section
10(a)(1).

"OFFERING" means any public offering of shares of Common Stock by the
Company or any holder thereof in accordance with the registration requirements
of the Act.

"REGISTRABLE SECURITIES" means any shares of Common Stock now or hereafter
held by the Executive other than Unrestricted Securities.

"REGISTRATION," "REGISTER" and like words mean compliance with all of the
laws, rules and regulations (federal, state and local), and provisions of
agreements and corporate documents pertaining to the public offering of
securities, including registration of any public offering of securities on any
form under the Act.

"RESTRICTED PERIOD" shall have the meaning set forth in Section 9(a).

"SCHEDULED EMPLOYMENT TERMINATION DATE" means the day immediately
preceding the third (3rd) anniversary of the Employment Commencement Date.

2
<PAGE>

"SUBSIDIARIES" means wholly owned subsidiaries of the Company.

"UNRESTRICTED SECURITIES" means Common Stock beneficially owned by the
Executive, if any, that can be transferred by the Executive without registration
under the Act.

Section 2. EMPLOYMENT AND TERM. The Company hereby employs the Executive,
and the Executive hereby accepts such employment by the Company, for the
purposes and upon the terms and conditions contained in this Agreement. The term
of such employment shall be for the Employment Period.

Section 3. EMPLOYMENT CAPACITY AND DUTIES. The Executive shall be employed
throughout the Employment Period as the President and Chief Executive Officer of
the Company. The Executive shall have the duties and responsibilities incumbent
with the positions of President and Chief Executive Officer of the Company.
Accordingly, and not by way of limitation, as President, Chief Executive Officer
and Chairman of the Board of Directors of the Company, the Executive shall
preside over all meetings of the shareholders of the Company and of the Board of
Directors, superintend and manage the business of the Company and coordinate and
supervise the work of its other officers and employ, direct, fix the
compensation of, discipline and discharge its personnel, employ agents,
professional advisors and consultants and perform all functions of a general
manager of the Company's business. The Company agrees that it will not, without
the Executive's written consent, require the Executive to be based anywhere
other than Sarasota, Florida, except for required travel on the Company's
business to an extent substantially consistent with present travel obligations.

Section 4. EXECUTIVE PERFORMANCE COVENANTS. The Executive accepts the
employment described in Section 3 and agrees to devote significant working time
and efforts (except for absences due to illness and appropriate vacations) to
the business and affairs of the Company as is reasonably required for the
performance of the aforesaid duties and responsibilities. Nothing in this
Agreement shall preclude the Executive from devoting a reasonable amount of his
time and efforts to civic, community, charitable, professional and trade
association affairs and matters and such other activities as may be disclosed to
the Board of Directors.

Section 5. COMPENSATION. The Company shall pay to the Executive for his
services hereunder, the compensation hereinafter provided in this Section 5.
Such compensation shall be paid to the Executive at the time and in the manner
as provided below.

6. BASE COMPENSATION. The Executive shall be paid "BASE
COMPENSATION" for each Fiscal Year at an annual rate of $325,000, which Base
Compensation (less applicable withholding and other employment taxes) shall be
paid on a quarterly basis in the form of common stock of the Company, $0.001 par
value per share (the "COMMON STOCK") on the last business day of each quarter of
each Fiscal Year. The number of shares of Common Stock payable to the Executive
as Base Compensation shall be determined by dividing (i) one quarter of the Base
Compensation (less applicable withholding and other employment taxes) by (ii)
the closing price of the Common Stock on the last business day of each
corresponding quarter, as listed on a national securities exchange, The Nasdaq
National Market Systems, the Nasdaq SmallCap Market or the last reported bid

3
<PAGE>

price published in the "pink sheets" or displayed on the National Association of
Securities Dealer, Inc. Over-the-Counter Bulletin Board. No fractional shares of
Common Stock or script representing fractional shares shall be issued in
connection with this Section 5(a). Instead of any fractional shares of Common
Stock which would otherwise be issuable in accordance with this Section 5(a),
the Company shall pay to the Executive a cash adjustment in respect of such
fraction. The Base Compensation (i) may be increased (but may not be decreased)
at any time or from time to time by action of the Board of Directors or any
committee thereof, and (ii) shall be increased by the COLA Adjustment annually
as of the beginning of each Fiscal Year, commencing with the Fiscal Year
beginning January 1, 2001. The Base Compensation shall be pro-rated for any
Fiscal Year hereunder which is less than a full Fiscal Year.

(b) INCENTIVE BONUS COMPENSATION. The Executive shall be eligible
for incentive bonus compensation for each Fiscal Year in an amount to be
determined by the Board of Directors or any committee thereof ("INCENTIVE BONUS
COMPENSATION").

Section 6. PAYMENT OF EXPENSES. The Company shall pay the Executive's
reasonable expenses incurred in providing services to the Company, including
expenses for travel, entertainment and similar items, in accordance with the
Company's expense policies as determined from time to time by the Board of
Directors. If there is a dispute as to the eligibility of an expense for payment
in accordance with the Company's expense policies, then such expense shall be
determined to be payable by the Company if approved by a majority of the Board
of Directors.

Section 7. EMPLOYEE BENEFITS; VACATIONS. During the Employment Period, the
Executive shall receive the benefits and enjoy the perquisites described below:

(a) BENEFIT PLANS. The Executive shall be entitled to participate in
any perquisite, benefit or compensation plan (in addition to the compensation
provided for in Section 5) including any profit sharing plan and 401(k) plan,
medical insurance plan, life insurance plan, health and accident plan and
disability plan which are generally applicable to all salaried employees of the
Company (collectively referred to as the "BENEFIT Plans"). All such Benefit
Plans shall be maintained by the Company, or the Company shall maintain plans
providing substantially similar benefits; provided, however, that the Company
may make modifications in the Benefit Plans so long as such modifications (i)
are generally applicable to all salaried employees of the Company and (ii) do
not discriminate against the Executive or other highly-compensated employees of
the Company.

(b) LIFE INSURANCE. Notwithstanding anything herein to the contrary,
during the term of the Employment Period, the Company shall provide the
Executive, at the Company's sole expense, insurance on the life of the
Executive, for the benefit of the Executive, in an amount not less than Two
Hundred Fifty Thousand Dollars ($250,000) in the aggregate.

(c) VACATIONS. The Executive shall be entitled in each Fiscal Year
to a vacation of thirty (30) working days, during which time his compensation

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shall be paid in full, and such holidays and other nonworking days as are
consistent with the policies of the Company for executives generally.

(d) AUTOMOBILE BENEFITS. The Company shall provide the Executive
with the use of an automobile of the Executive's choice, and shall pay all
operating expenses incurred in the use of such automobile. The Company shall
continuously maintain an automobile liability policy for the automobile with
coverage in the minimum amount of $1,000,000 combined single limit on bodily
injury and property damage. The Company hereby agrees to replace such automobile
at the request of the Executive with a new automobile of the Executive's choice;
provided, however, the Company shall not be obligated to replace such automobile
more often than once every two (2) years.

Section 8. COMPANY LIFE INSURANCE; MEDICAL EXAMINATIONS. At any time
during the Employment Period, the Company may, in its discretion, apply for and
procure as owner and for its own benefit, insurance on the life of the
Executive, in such amounts and in such form or forms as the Company may
determine. The Executive shall have no right to any interest in any such policy
or policies, but he shall, at the request of the Company, submit to such medical
examinations, supply such information and execute such applications, instruments
and other documents as reasonably may be required by the insurance company or
companies to whom the Company has applied for such insurance.

If requested by the Company, the Executive shall submit to at least one
medical examination during each Fiscal year at such reasonable time and place
and by a physician or physicians determined and selected by the Company. All the
costs and expenses of said medical examination, including transportation of the
Executive to the place of examination and return, shall be paid by the Company.

The Executive shall be entitled to a copy of all reports and other
information provided to the Company in connection with any examination referred
to in this Section 8. Any failure to pass any such medical examination or to
meet any health criteria or medical standard shall not of itself be cause for
termination of the Employment Period by the Company.

Section 9. CERTAIN COMPANY PROTECTION PROVISIONS. The below provisions of
this Section 9 apply for the protection of the Company and shall survive the
termination of this Agreement.

(a) NONCOMPETITION. Except for Executive's participation in
activities disclosed to the Board of Directors, during the Restricted Period (as
hereinafter defined), the Executive shall not directly or indirectly compete
with the Company by owning, managing, controlling or participating in the
ownership, management or control of, or be employed or engaged by or otherwise
affiliated or associated with, any Competitive Business in any location in which
the Company is doing business as of the Employment Termination Date. As used
herein, the term "RESTRICTED PERIOD" means the Employment Period and a period of
two (2) years thereafter and means the Employment Period if the Company
terminates the Executive without "cause" (as defined in Section 10(b)) or the
Executive terminates his employment for "good reason" (as defined in Section
10(e)). As used herein, a "COMPETITIVE BUSINESS" is any other corporation,

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partnership, proprietorship, firm, association or other business entity which is
engaged in any business from which the Company derives five percent or more of
its consolidated revenues during the twelve (12) months preceding the Employment
Termination Date or in which the Company has invested five percent (5%) or more
of its total assets as of the time in question, provided, however, that
ownership of not more than five percent (5%) of the stock of any publicly traded
company shall not be deemed a violation of this provision.

(b) NON-INTERFERENCE. During the Restricted Period, the Executive
shall not induce or solicit any employee of the Company or any person doing
business with the Company to terminate his or her employment or business
relationship with the Company or otherwise interfere with any such relationship.

(c) CONFIDENTIALITY. The Executive agrees and acknowledges that, by
reason of the nature of his duties as an officer and employee, he will have or
may have access to and become informed of confidential and secret information
which is a competitive asset of the Company ("CONFIDENTIAL INFORMATION"),
including, without limitation, any lists of customers or suppliers, financial
statistics, research data or any other statistics and plans contained in profit
plans, capital plans, critical issue plans, strategic plans or marketing or
operation plans or other trade secrets of the Company and any of the foregoing
which belong to any person or company but to which the Executive has had access
by reason of his employment relationship with the Company. The Executive agrees
faithfully to keep in strict confidence, and not, either directly or indirectly,
to make known, divulge, reveal, furnish, make available or use (except for use
in the regular course of his employment duties) any such Confidential
Information. The Executive acknowledges that all manuals, instruction books,
price lists, information and records and other information and aids relating to
the Company's business, and any and all other documents containing Confidential
Information furnished to the Executive by the Company or otherwise acquired or
developed by the Executive, shall at all times be the property of the Company.
Upon termination of the Employment Period, the Executive shall return to the
Company any such property or documents which are in his possession, custody or
control, but his obligation of confidentiality shall survive such termination of
the Employment Period until and unless any such Confidential Information shall
have become, through no fault of the Executive, generally known to the trade.
The obligations of the Executive under this Subsection are in addition to, and
not in limitation or preemption of, all other obligations of confidentiality
which the Executive may have to the Company under general legal or equitable
principles.

(d) REMEDIES. It is expressly agreed by the Executive and the
Company that these provisions are reasonable for purposes of preserving for the
Company its business, goodwill and proprietary information. It is also agreed
that if any provision is found by a court having jurisdiction to be unreasonable
because of scope, area or time, then that provision shall be amended to
correspond in scope, area and time to that considered reasonable by a court and
as amended shall be enforced and the remaining provisions shall remain
effective. In the event of any breach of these provisions by the Executive, the
parties recognize and acknowledge that a remedy at law will be inadequate and
the Company may suffer irreparable injury. The Executive acknowledges that the
services to be rendered by him are of a character giving them peculiar value,
the loss of which cannot be adequately compensated for in damages; accordingly

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the Executive consents to injunctive and other appropriate equitable relief upon
the institution of proceedings therefor by the Company in order to protect the
Company's rights. Such relief shall be in addition to any other relief to which
the Company may be entitled at law or in equity.

Section 10. TERMINATION OF EMPLOYMENT.

(a) NOTICE OF TERMINATION; EMPLOYMENT TERMINATION DATE.

(1) Any termination of the Executive's employment by the
Company or the Executive shall be communicated by written Notice of Termination
to the other party thereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination under the
provision so indicated. Furthermore, either the Executive or the Company may
give a Notice of Termination to the other party for the purpose of terminating
this Agreement on the Scheduled Employment Termination Date. Such Notice of
Termination shall have the effect of terminating this Agreement on the Scheduled
Employment Termination Date.

(2) "EMPLOYMENT TERMINATION DATE" shall mean the date on which
the Employment Period and the Executive's right and obligation to perform
employment services for the Company shall terminate effective upon the first to
occur of the following, it being understood that in no event may the Employment
Period be terminated other than as the result of one of the following events:

(A) If the Executive's employment is terminated for
Disability, the date which is thirty (30) days after Notice of Termination is
given (provided that the Executive shall not have returned to the performance of
his duties on a full-time basis during such thirty (30) day period);

(B) If the Executive's employment is terminated by the
Executive for Good Reason or otherwise by voluntary action of the Executive (see
Section 10(e)), the date specified in the Notice of Termination, which date
(except with the written consent of the Company to the contrary) shall not be
more than sixty (60) days after the date that the Notice of Termination is
given;

(D) The Scheduled Employment Termination Date;

(E) If the Executive's employment is terminated by the
Company for Cause (see Section 10(b)(1)), the date on which a Notice of
Termination is given; provided that if within thirty (30) days after any Notice
of Termination is given the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Employment
Termination Date shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding and final

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<PAGE>

arbitration award or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected); and

(F) If the Executive's employment is terminated by the
Company other than for Cause, Disability or death of the Executive (see Section
10(f)), the date specified in the Notice of Termination which date (except with
the written consent of the Executive to the contrary) shall not be more than
sixty (60) days after the date that the Notice of Termination is given.

(b) TERMINATION FOR CAUSE:

(1) The Company may terminate the Executive's employment and
the Employment Period for Cause. For the purposes of this Agreement, the Company
shall have "CAUSE" to terminate employment hereunder only (A) if termination
shall have been the result of an act or acts of willful misconduct materially
injurious to the Company, monetarily or otherwise, or (B) upon the willful and
continued failure by the Executive substantially to perform his duties with the
Company (other than any such failure resulting from incapacity due to mental or
physical illness) after a demand in writing for substantial performance is
delivered by the Board of Directors, which demand specifically identifies the
manner in which the Board believes that the Executive has not substantially
performed his duties, and such failure results in demonstrably material injury
to the Company. The Executive's employment shall in no event be considered to
have been terminated by the Company for Cause if such termination took place as
the result of (i) bad judgment or negligence, or (ii) any act or omission
without intent of gaining therefrom directly or indirectly a profit to which the
Executive was not legally entitled, or (iii) any act or omission believed in
good faith to have been in or not opposed to the interest of the Company, or
(iv) any act or omission in respect of which a determination is made that the
Executive met the applicable standard of conduct prescribed for indemnification
or reimbursement or payment of expenses under the Articles of Incorporation of
the Company or the laws of the State of Nevada, in each case as in effect at the
time of such act or omission. The Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of not less than
two-thirds of the entire membership of the Board of Directors at a meeting of
the Board of Directors called and held for the purpose (after not less than
thirty (30) days' written notice to the Executive and an opportunity for him
together with his counsel, to be heard before the Board of Directors, such
notice of meeting to indicate the specific termination provision of this
Agreement relied upon and specify in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated), of finding that in the good faith opinion of the Board of Directors
the Executive was guilty of conduct set forth above in clauses (A) or (B) of the
second sentence of this paragraph and specifying the particulars thereof in
detail.

(2) If the Executive's employment shall be terminated for
Cause, the Company shall pay the Executive within ten (10) days of such
termination, his unpaid Base Compensation through the Employment Termination
Date at the rate in effect at the time Notice of Termination is given, plus (2)
any expenses incurred in accordance with Section 6 hereof.

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<PAGE>

(c) TERMINATION FOR DISABILITY. The Company may terminate the
Executive's employment because of the Disability of the Executive and thereafter
shall pay to the Executive (or his successors) (1) his unpaid Base Compensation
through the sixth (6th) full month following the Employment Termination Date at
his then effective Base Compensation rate; plus (2) any accrued but unpaid
Incentive Compensation, plus (3) any expenses incurred in accordance with
Section 6 hereof.

(d) TERMINATION UPON EXECUTIVE'S DEATH. In the event of the
Executive's death, the Company shall pay to the Executive's estate (1) any
unpaid amount of Base Compensation through the date of death at the then
effective Base Compensation rate, plus (2) any accrued but unpaid Incentive
Compensation, plus (3) any expenses incurred in accordance with Section 6
hereof. All previously granted stock options, rights, warrants and awards shall
fully vest on the death of the Executive, except that the provisions of the
Company's Stock Incentive Plan and any other Benefit Plan shall control the
benefits and awards covered thereby.

(e) TERMINATION OF EMPLOYMENT BY THE EXECUTIVE.

(1) The Executive may terminate his employment for Good Reason
and receive the payments and benefits specified in Section 10(f) in the same
manner as if the Company had terminated his employment without Cause. For
purposes of this Agreement, "GOOD REASON" will exist if any one or more of the
following occur:

(A) Failure by the Company to honor any of its
obligations under this Agreement, including, without limitation, its obligations
under Section 3 (EMPLOYMENT CAPACITY AND DUTIES). Section 4 (EXECUTIVE
PERFORMANCE COVENANTS). Section 5 (Compensation). Section 6 (REIMBURSEMENT OF
EXPENSES). Section 7 (EMPLOYEE BENEFITS, VACATIONS). Section 13
(INDEMNIFICATION) and Section 15 (SUCCESSORS AND ASSIGNS); or

(B) Any purported termination by the Company of the
Executive's employment that is not effected pursuant to a Notice of Termination
satisfying the requirements of Section 10(a) above and, for purposes of this
Agreement, no such purported termination shall be effective; or

(C) If there is a Change in Control of the Company (as
defined below) and the employment of the Executive is concurrently or
subsequently terminated (i) by the Company without Cause, (ii) by service of a
Notice of Termination or (iii) by the resignation of the Employee because he has
reasonably determined in good faith that his titles, authorities,
responsibilities, salary, bonus opportunities or benefits have been materially
diminished, or that a material adverse change in his working conditions has
occurred or the Company has breached this Agreement. For the purpose of this
Agreement, a "CHANGE IN CONTROL" of the Company has occurred when: (x) any
person (defined for the purposes of this Section 10 to mean any person within
the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the
"EXCHANGE ACT")), other than the Company, or an employee benefit plan
established by the Board of Directors of the Company, acquires, directly or
indirectly, the beneficial ownership (determined under Rule 13d-3 of the
regulations promulgated by the Securities and Exchange Commission under Section

<PAGE>

13(d) of the Exchange Act) of securities issued by the Company having twenty
percent (20%) or more of the voting power of all of the voting securities issued
by the Company in the election of directors at the meeting of the holders of
voting securities to be held for such purpose; or (y) a majority of the
directors elected at any meeting of the holders of voting securities of the
Company are persons who were not nominated for such election by the Board of
Directors of the Company or a duly constituted committee of the Board of
Directors of the Company having authority in such matters; or (z) the Company
merges or consolidates with or transfers substantially all of its assets to
another person.

(2) The Executive shall have the right voluntarily to
terminate his employment other than for Good Reason prior to the Scheduled
Employment Termination Date, and if the Executive shall so terminate his
employment, he shall be entitled only to payment of the amounts which would be
payable under Section 10(b)(2) had he been terminated for Cause.

(f) COMPENSATION UPON TERMINATION OTHER THAN FOR CAUSE.

(1) If the Company shall terminate the Executive's employment
other than for Cause, Disability or death, or if the Executive shall terminate
his employment for Good Reason pursuant to Section 10(e)(1) (but not a
termination voluntarily by the Executive other than for Good Reason under
Section 10(e)(2)), then the Company shall pay to the Executive the following
amounts:

(A) (1) His unpaid Base Compensation through the
Employment Termination Date at his then effective Base Compensation, plus (2)
any accrued but unpaid Incentive Bonus Compensation, plus (3) any expenses
incurred in accordance with Section 6 hereof.

(B) In addition, the Company shall pay to the Executive
promptly in a single lump sum in cash an amount equal to the lesser of (i) his
unpaid Base Compensation through the Scheduled Employment Termination Date, or
(ii) the product of two (2), multiplied by one hundred percent (100%) of the
aggregate total amount which would have been payable to Executive under Section
5 for the entire Fiscal Year in which occurs the Employment Termination Date as
if his employment had not been terminated (and without deduction or offset for
any amounts actually paid for such Fiscal Year on account of Base Compensation
or Incentive Bonus Compensation, under Section 5, this Section 10 or otherwise),
and assuming for purposes of calculating (x) the Base Compensation, one hundred
percent (100%) of the amount thereof at the annual rate payable for such Fiscal
Year pursuant to Section 5(a) and (y) the Incentive Bonus Compensation, an
amount equal to the Incentive Bonus Compensation paid to the Executive in the
previous Fiscal Year.

(C) The Company shall also pay all legal fees and
expenses incurred as a result of such termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such termination, in
seeking to obtain or enforce any right or benefit provided by this Agreement, or
in interpreting this Agreement). The Company agrees, in the event the Executive
desires to relocate within one year after the Employment Termination Date, to
pay for (or reimburse) all reasonable moving expenses incurred relating to a

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change of principal residence in connection with such relocation and to
indemnify the Executive in connection with any loss he may sustain in the sale
of his primary residence.

(D) The Executive shall be under no obligation to seek
other employment and there shall be no offset against any amounts due the
Executive under this Agreement on account of any remuneration attributable to
any subsequent employment that the Executive may obtain (any amounts due under
Section 10(f) are in the nature of severance payments, or liquidated damages, or
both, and are not in the nature of a penalty).

(2) Unless Executive is terminated for Cause, the Company
shall maintain in full force and effect, for the Executive's continued benefits
through the Scheduled Employment Terminate Date, all active and retired Benefit
Plans and other benefit programs or arrangements in which he was entitled to
participate immediately prior to the Scheduled Employment Terminate Date (except
as specified in Section 7(a) of this Agreement), provided that continued
participation is possible under the general terms and provisions of such plans
and programs. In the event that participation in any such plan or program is
barred, the Company shall arrange to provide him with benefits substantially
similar to those which he is entitled to receive under such plans and programs.

(g) COMPENSATION UPON DISABILITY. During any period that the
Executive fails to perform his duties hereunder as a result of incapacity due to
physical or mental illness, he shall continue to receive his full Base
Compensation at the rate then in effect and his full Incentive Bonus
Compensation until this Agreement is terminated pursuant to Section 10(c)
hereof. Thereafter, his benefits shall be determined in accordance with the
Company's Benefit Plans.

Section 11. REGISTRATION RIGHTS.

(a) DEMAND REGISTRATION.

(1) At any time after the date hereof, and subject to the
other provisions of this Section 11, the Executive shall have the right,
exercisable by making a written request to the Company, to demand that the
Company effect the Registration of any Registrable Securities in accordance with
the provisions of the Act. The Company shall then comply with Section 11(a)(2)
hereof. Any provision herein to the contrary notwithstanding, the right to
demand Registration pursuant to this Section 11 shall be limited to one
Registration demand per calendar year. A right to demand Registration hereunder
shall be deemed to have been exercised and all of the Company's demand
Registration obligations hereunder for such calendar year shall be deemed to be
fully satisfied when the registration statement filed on account of such
exercise has been declared effective by the Commission. If any other executive
of the Company exercises his or her right, if any, to demand that the Company
effect the Registration of any Registrable Securities, then the Executive shall
have the right to Register an equivalent number of Registrable Securities
without reducing the number demand Registrations the Executive shall have in any
calendar year.

(2) Following receipt of a request pursuant to Section
11(a)(1) hereof, the Company shall (i) file within ninety (90) days thereafter a
registration statement on the appropriate form under the Act for the shares of

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<PAGE>

Common Stock that the Company has been requested to Register; (ii) if the
applicable Offering is pursuant to an underwriting agreement, enter into an
underwriting agreement in such form as said managing or sole underwriter shall
require (which must only contain terms and conditions customary for offerings of
equity securities of entities with market capitalizations that are approximately
equal to the Company's then current market capitalization and may contain
customary provisions requiring the Company and the Executive to indemnify and
provide contribution to the underwriter or underwriters of such Offering); and
(iii) use its reasonable best efforts to have such registration statement
declared effective as promptly as practicable and to remain effective for at
least one hundred eighty (180) days. Notwithstanding any other provision hereof,
the Executive acknowledges and agrees that there can be no guarantee or warranty
from or by the Company that any such registration statement will ever be
declared effective by the Commission, and that the Company makes no such
guarantee or warranty in this Agreement.

(b) PIGGY-BACK REGISTRATION. If the Company at any time proposes to
register any of its securities under the Act or pursuant to the Exchange Act,
collectively referred to as the "SECURITIES ACTS," whether or not for sale for
its own account, it will each such time give prompt written notice to the
Executive of its intention to do so (the "REGISTRATION NOTICE"). Upon the
written request of the Executive, made within fifteen (15) business days after
the receipt of the Registration Notice, the Company shall use its best efforts
to effect the registration under the Securities Acts of such amount of the
Executive's Common Stock as the Executive requests, by inclusion of the
Executive's Common Stock in the registration statement that relates to the
securities which the Company proposes to register, PROVIDED that if, at any time
after giving the Registration Notice and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason either not to register or to delay registration
of such securities, the Company may, at its election, give written notice of
such determination to the Executive (the "REFUSAL NOTICE") and, thereupon, (i)
in the case of a determination not to register, shall be relieved of its
obligation to register the Executive's Common Stock in connection with such
terminated registration (but not from its obligation to pay the Registration
Expenses (as defined herein) in connection therewith), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering the
Executive's Common Stock, for the same period as the delay in registering such
other securities.

(c) REGISTRATION EXPENSES. The Company shall pay all Registration
Expenses (as defined herein) in connection with each registration of the
Executive's Common Stock pursuant to this Section 11. For the purposes hereof,
the phrase "REGISTRATION EXPENSES" shall include all expenses incident to the
Company's performance of, or compliance with, this Section 11, including,
without limitation, (i) all registration, filing and NASD fees, (ii) all fees
and expenses of complying with securities or blue sky laws, (iii) all printing
expenses, (iv) the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, (v) the fees and disbursements of any one counsel and any one
accountant retained by the Executive, (vi) premiums and other costs of policies
of insurance against liabilities arising out of the public offering of the
Executive's Common Stock being registered if the Company desires such insurance,

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and (vii) any fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, but excluding underwriting discounts and commissions
and transfer taxes, if any.

(d) SURVIVAL. Notwithstanding anything to the contrary contained
herein, the provisions of this Section 11 shall survive the Employment
Termination Date for a period of two (2) years.

Section 12. INDEMNIFICATION. As an employee, officer and director of the
Company, the Executive shall be indemnified against all liabilities, damages,
fines, costs and expenses by the Company in accordance with the indemnification
provisions of the Company's Articles of Incorporation as in effect on the date
hereof, and otherwise to the fullest extent to which employees, officers and
directors of a corporation organized under the laws of Nevada may be indemnified
pursuant to Sections 78.037(1) and 78.751 of the Nevada General Corporation Law,
as the same may be amended from time to time (or any subsequent statute of
similar tenor and effect), subject to the terms and conditions of such statute.

Section 13. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Sarasota, Florida, in accordance with the rules of the American Arbitration
Association then in effect; provided that all arbitration expenses shall be
borne by the Company. Notwithstanding the pendency of any dispute or controversy
concerning termination or the effects thereof, the Company will continue to pay
the Executive his full compensation in effect immediately before any Notice of
Termination giving rise to the dispute was given (including, but not limited to,
Base Salary and Incentive Compensation) and continue him as a participant in all
compensation, benefit and insurance plans in which he was then participating,
until the dispute is finally resolved. Judgment may be entered on the
arbitrators' award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to seek specific performance of his right to be paid
until the Employment Termination Date during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

Section 14. SUCCESSORS AND ASSIGNS. Except as hereinafter expressly
provided, the agreements, covenants, terms and provisions of this Agreement
shall bind the respective heirs, executors, administrators, successors and
assigns of the parties. Specifically, and not by way of limitation of the
foregoing, the Executive shall be bound by the terms and conditions of this
Agreement to any successor assignee of the Company's rights and obligations
hereunder as a result of any merger, consolidation or sale or lease of all or
substantially all of the Company's business sand assets. If any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company fails,
concurrently with the effectiveness of any such succession, to agree in writing
in form and substance reasonably satisfactory to the Executive expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place, then the Executive shall have the right, effected by notice to such
successor not later than ninety (90) days after the effectiveness of such
succession, to terminate the Employment Period under Section 10(e) as though

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<PAGE>

such failure was an uncured breach by the Company of a material covenant or
agreement of the Company contained in this Agreement.

If the Executive should die while any amounts are payable to him
hereunder, or if by reason of his death payments are to be made to him
hereunder, then this Agreement shall inure to the benefit of and be enforceable
by the Executive's executors, administrators, heirs, distributees, devisees and
legatees and all amounts payable hereunder shall then be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee or other
designee or, if there is no such designee, to his estate.

This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder, except as hereinbefore provided in this
Section 14. Without limiting the foregoing, the Executive's right to receive
payments hereunder shall not be assignable or transferable, whether by pledge,
creation of a security interest or otherwise, other than a transfer by his will
or by the laws of descent or distribution, and in the event of any attempted
assignment or transfer contrary to this paragraph the Company shall have no
liability to pay to the purported assignee or transferee any amount so attempted
to be assigned or transferred.

As used in this Agreement, the "COMPANY" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in the first
paragraph of this Section 14 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.

Section 15. NOTICES. Any notice or other communication required or desired
to be given hereunder shall be in writing and shall be deemed sufficiently given
when personally delivered or when mailed by first class certified mail, return
receipt requested and postage prepaid, addressed to the parties at their
respective addressed set forth under their respective signatures below or such
other person or addresses as shall be given by notice of any party.

Section 16. WAIVER; REMEDIES CUMULATIVE. No waiver of any right or option
hereunder by any party shall operate as a waiver of any other right or option,
or the same right or option as respects any subsequent occasion for its
exercise, or of any legal remedy. No waiver by any party of any breach of this
Agreement or of any agreement or covenant contained herein shall be held to
constitute a waiver of any other breach or a continuation of the same breach.
All remedies provided by this Agreement are in addition to all other remedies by
it or as provided by law.

Section 17. GOVERNING LAW; SEVERABILITY. This Agreement is made and is
expected to be performed in Florida, and the various terms, provisions,
covenants and agreements, and the performance thereof, shall be construed,
interpreted and enforced under and with reference to the laws of the State of
Florida, unless otherwise indicated herein. It is the intention of the Company
and the Executive to comply fully with all laws and matters of public policy
relating to employment agreements and restrictive covenants, and this Agreement
shall be construed consistently with such laws and public policy to the extent
possible. If and to the extent any one or more covenants, agreements, terms and
provisions of this Agreement or any portion or portions thereof shall be held

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invalid or unenforceable by a court of competent jurisdiction, then such
covenants, agreements, terms and provisions (or portions thereof) shall be
deemed separable from the remaining covenants, agreements, terms and provisions
of this Agreement and such holding shall in no way affect the validity or
enforceability of any of the other covenants, agreements, terms and provisions
hereof.

Section 48. MISCELLANEOUS. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
This Agreement may not be modified, changed or amended except in a writing
signed by each of the parties hereto. This Agreement may be signed in multiple
counterparts, each of which shall be deemed an original hereof. The captions of
the several sections and subsections of this Agreement are not a part of the
context hereof, are inserted only for convenience in locating such sections and
subsections and shall be ignored in construing this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

15
<PAGE>

IN WITNESS WHEREOF, the Company and the Executive have executed multiple
counterparts of this Agreement.

COMPANY: EXECUTIVE:

AVID SPORTSWEAR & GOLF CORP.

By:
- ---------------------------------- ---------------------------------
Name: Jerry Busiere Name: Earl T. Ingarfield
Title: Secretary

EXHIBIT 23.01

CONSENT OF INDEPENDENT AUDITORS'

Board of Directors
Avid Sportswear & Golf Corp.
Sarasota, Florida

We consent to the use in this Registration Statement of Avid Sportswear & Golf
Corp. on Form 10-SB, of our report dated February 26, 2000 of Avid Sportswear &
Golf Corp. for the year ended December 31, 1999, which are part of this
Registration Statement, and to all references to our firm included in this
Registration Statement.

/s/ Jones, Jensen & Company
- ---------------------------
Jones, Jensen & Company
Salt Lake City, Utah
March 10, 2000

EXHIBIT 23.02

CONSENT OF INDEPENDENT AUDITORS'

Board of Directors
Avid Sportswear & Golf Corp.
Sarasota, Florida

We consent to the use in this Registration Statement of Avid Sportswear & Golf
Corp. on Form 10-SB, of our reports dated April 22, 1999 and March 4, 1999 of
Avid Sportswear, Inc. & Golf Innovations Corp., respectively, for the years
ended December 31, 1998 and 1997, which are part of this Registration Statement,
and to all references to our firm included in this Registration Statement.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
March 10, 2000

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and consolidated statement of operations of Avid
Sportswear & Golf Corp. and the notes thereto set forth in the filing. This
information is qualified in its entirety by reference to such financial
information.
</LEGEND>
<CIK> 0001100127
<NAME> Avid Sportswear & Golf Corp.

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
<CASH> 237,407
<SECURITIES> 0
<RECEIVABLES> 500,716
<ALLOWANCES> (184,912)
<INVENTORY> 1,885,390
<CURRENT-ASSETS> 2,458,601
<PP&E> 960,052
<DEPRECIATION> (502,938)
<TOTAL-ASSETS> 5,279,834
<CURRENT-LIABILITIES> 3,753,747
<BONDS> 0
0
0
<COMMON> 26,374
<OTHER-SE> 1,499,713
<TOTAL-LIABILITY-AND-EQUITY> 5,279,834
<SALES> 2,360,596
<TOTAL-REVENUES> 2,360,596
<CGS> 1,959,997
<TOTAL-COSTS> 4,941,269
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 57,039
<INTEREST-EXPENSE> 144,888
<INCOME-PRETAX> (4,742,597)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,742,597)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,742,597)
<EPS-BASIC> (0.23)
<EPS-DILUTED> (0.23)

</TABLE>