XDOGS COM INC, 10KSB40, EX-10.45, 2000-07-13

XDOGS COM INC
10KSB40, EX-10.45, 2000-07-13
SPORTING & ATHLETIC GOODS, NEC

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10.45 Agreement with Gaastra International Sportswear, B.V., dated June 1, 2000

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GAASTRA INTERNATIONAL SPORTSWEAR B.V.
and
XDOGS.COM, INC.
DISTRIBUTION AGREEMENT

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TABLE OF CONTENTS

<TABLE>
<S> <C>
1. Definitions and Interpretation.............................................51
2. Term ......................................................................53
3. Royalties .................................................................53
4. Targets ...................................................................53
5. Purchase and Sale of Products..............................................54
6. Marketing of the Products .................................................55
7. Indemnity and Insurance ...................................................56
8. Books and Records .........................................................57
9. Report and Remittance Forms ...............................................57
10. Packaging and Advertising of Products ....................................58
11. Quality Control ..........................................................59
12. Confidential Information .................................................59
13. Sufficient Use of Trade Marks ............................................59
14. Benefit of Use of Trade Marks ............................................59
15. Rights not to be challenged ..............................................60
16. Infringements ............................................................60
17. Sales Outside the Territory ..............................................61
18. Sales by the Company in the Territory ....................................61
19. Sale of Competitive Products .............................................61
20. Termination .............................................................61
21. Rights and Obligations on Termination ....................................63
22. Representations and Warranties ...........................................64
23. Agency Relationship) .....................................................65
</TABLE>

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<TABLE>
<S> <C>
24. Notices ................................................................65
25. Assignment .............................................................65
26. Legal and Ethical Requirements .........................................66
27. Local Law Compliance ...................................................66
28. Governing Law ..........................................................67
29. Arbitration ............................................................67
30. Force Majeure ..........................................................67
31. Whole Agreement ........................................................68
32. Agreement Severable ....................................................68
33. Agreement to Co-operate ................................................68
34. Waiver and Variation ...................................................68
35. Execution in Counterpart ...............................................69
36. Signature Page ........................................................69
Schedule 1 .................................................................
Schedule 2 .................................................................
Schedule 3 .................................................................
Exhibit 1-Products .........................................................70
Exhibit 2-Territory ........................................................71
Exhibit 3-Trademarks .......................................................72
Exhibit 4-Projections ......................................................
</TABLE>

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DISTRIBUTION AGREEMENT

This Agreement is made and entered into as of the 1st day of June, 2000 by and
between Gaastra International Sportswear B. V., with principal offices at
Plesmanstraat 1, NL-3833 LA Leusden, The Netherlands, (the "Company"), and
XDOGS.COM, Inc., a Nevada corporation, with principal offices at 527 Marquette
Avenue South, Suite 2100, Minneapolis, Minnesota 55402 (the "Distributor").

WHEREAS, the Company is producing and selling clothing and equipment under the
Gaastra trademark;

WHEREAS, for the purposes of its marketing activities, the Company distinguishes
its different lines of products in three (3) groups:

o Professional - axiom

o sportswear

o childrens/junior

WHEREAS, the Company wishes to enter into a commercial relationship with the
Distributor for the importation and commercialization of its products in the
United States of America.

NOW, THEREFORE, in consideration of the representations, warranties, covenants
and mutual promises set forth in this Agreement, the parties agree as follows:

1. DEFINITIONS

A. "ADVERTISING PERCENTAGE" means ten percent (10%).

B. "ANNIVERSARY DATE" means June 1, 2001 and each June I thereafter during the
term of this Agreement.

C. "CONFIDENTIAL INFORMATION" means and includes all advice, information and
knowhow including (without limitation) any designs, processes, developments,
improvements, inventions, concepts, graphics and styling relating to the
Products and trade secrets relating to the Products or the business of the
Company or any associated company, whether tangible or intangible, provided by
the Company to the Distributor.

D. "CONTRACT YEAR" means the period commencing with the Effective Date and
ending on December 31, 2000 for the first Contract Year, and each successive
twelve (12) month period commencing on an Anniversary Date.

E. "EFFECTIVE DATE" means June 1, 2000

F. "FISCAL YEAR" means the twelve month period commencing with April I and
ending on the following March 31.

G. "FOB PURCHASES" means the purchase price of Products invoiced to the
Distributor by the Company or its nominated suppliers calculated on an FOB
basis.

H. "INTELLECTUAL PROPERTY RIGHTS" means the Trade Marks and any patents,
copyright, registered or unregistered designs or any applications or rights to
apply for any of the foregoing which are owned or used by the Company.

I. "NET SALES" means gross sales of Products after deduction of

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1. any value added or other similar tax charged upon and included in the invoice
price to the purchaser;
ii. quantity discounts to the extent customarily granted by the Distributor;
iii. customer returns actually credited during the applicable period; and
iv. bad debts.

J. "PERCENTAGE ROYALTY" means the following percentage, dependent on the period
in which such purchases are made.

Percentage Royalty
June 1, 2000 to December 31, 2002
10
January 1, 2002 to December 31, 2003
12
January 1, 2003 to December 31, 2004
14
January 1, 2004 to December 31, 2005
16

K. "PRODUCTS" means (a) all Company apparel including without limitation the
group of Products designated in Exhibit I hereto, (b) all accessories detailed
in all of the Company's 2000 catalogues, and (c) all changes, modifications or
enhancement of the Products.

i. The list of Products which are included, without limitation, in the
definition of Products on the Effective Date is found in Exhibit 1. This list
may be changed at any time by the Company, to provide for changes, modifications
and enhancement of the Products. The Distributor shall be informed within a
reasonable time of any changes made to this list.

ii. The Distributor undertakes to implement said changes to the Product list. If
the Distributor fails to include such additional Products in its Products list
the Company may terminate this Agreement following formal notice which the
Distributor does not take step to cure within four (4) weeks after sending of
such notice.

L. "QUARTER" means each of the three (3) month periods ending on March 31, June
30, September 30 and December 31 in each Contract Year.

M. "Target" means the obligations of the Distributor under Section 4.

N. "TERRITORY" means the country or countries listed in Exhibit 2.

O. "TRADEMARKS" means the Company commercial marks, business names, emblems,
drawings and logos listed in Exhibit 3 which appear on the Products.

P. INTERPRETATION. In this Agreement, unless the context otherwise requires:

i. headings and underlinings are for convenience only and do not affect the
interpretation of this Agreement;

ii. words importing the singular include the plural and vice versa;

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iii. an expression importing a natural person includes any company, partnership,
joint venture, association, corporation or other body corporate and any
governmental agency or authority;

iv. a reference to any thing includes a part of that thing; and

v. references to clauses, parties and schedules are references to clauses,
parties and schedules to this Agreement.

Q. COMMENCEMENT. This Agreement shall commence and be deemed effective as of the
Effective Date notwithstanding that it may be executed after that date.

R. GRANT. Subject to the terms of this Agreement, the Company grants to the
Distributor the exclusive right to:

i. import the Products into the Territory; and

ii. use the Trade Marks in relation to the Products in the Territory.

The rights granted under paragraph R shall not include sales over the internet
outside the Territory.

2. Term. This Agreement shall commence on the Effective Date and continue until
December 31,2005

3. Royalties.

A. The Distributor shall pay to the Company a royalty equal to the product of
the Percentage Royalty and the amount of Net Sales forty-five (45) days after
the end of each calendar quarter.

B. The Distributor shall make payment of the royalties referred to in paragraph
A in Euros or US Dollars as directed by the Company, by wire transfer to the
Company at such place as may be nominated from time to time by the Company.

C. The Distributor will provide each Quarter a statement as to the calculation
of the royalty certified as correct by a senior executive of the Distributor
approved by the Company.

D. The Distributor will also provide to the Company by March 31 in each Contract
Year a calculation of the royalty paid for the previous Contract Year confirmed
as correct by its auditors and the Distributor will also provide to the Company
each Quarter such other reports, statements, accounts and records as are
referred to in Section 9.

4. Targets.

A. The Distributor undertakes that the Net Sales of Products by the Distributor
shall not be less than the Net Sales of Products shown on Exhibit 4 attached
hereto.

B. The Distributor undertakes that the FOB Purchases by the Distributor in the
following periods shall be not less than:

PERIOD (FISCAL YEAR)
FOB PURCHASES (US DOLLARS 0001S)

2001
$ 50,000

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2002
450,000
2003
1,000,000
2004
2,250,000
2005
4,000,000

C. The Company will be entitled to terminate this Agreement by notice in writing
to the Distributor in the event that the Distributor fails to achieve:

i. the aggregate Net Sales Target for any calendar year; or

ii. the FOB Purchase Target for any calendar year.

5. PURCHASE AND SALE OF PRODUCTS.

A. The Distributor will purchase the Products ready packaged only from:

i. the Company; or

ii. from such supplier as may be authorised from time to time in writing by the
Company

iii. The Distributor shall be obligated to buy at least one (1) Sales sample Set
of each Product line from the Company and shall maintain such set in the
Company's offices.

B. and the Distributor will not repackage any Products nor alter, amend or
modify any packaging in which any Products are supplied nor remove, deface,
obscure, alter or modify any Trade Marks, brand names, logos, graphics or
wording applied to any of the Products on their packaging without the prior
written consent of the Company.

C. The Company's selling prices for the Products are quoted in Euro's or Dutch
Guilders. The selling prices to the Distributor shall be equal to the full
manufacturing costs (FOB). The selling prices include the cost of packing,
transport, insurance and customs duties, the charge of such costs, taxes, rights
or other expenses being borne by the Distributor. Prices may only be increased
to reflect actual increase of the full manufacturing costs.

D. In the case of delivery made directly by a manufacturing factory, the prices
are net, but ex-manufacturing factory. The Distributor will continue to bear all
the costs, taxes and other expenses related to transport.

E. The price list in effect on the Effective Date is attached as Exhibit 5
hereto. Any change made to this list by the Company shall be transmitted to the
Distributor within sixty (60) days before the entry into force of the new
tariffs.

F. Payment of each order shall, within 4 weeks after receipt by Distributor of
the written order confirmation sent by the Company, be for payment by
irrevocable/transferable Letter of Credit seventy-five (75) days from the date
of shipping in Euros or US Dollars as directed by the Company. Terms and
conditions will be reviewed on an annual basis.

G. Products shall be sold subject to the conditions of sale of the Company or
other authorised supplier as shall be notified to the Distributor from time to
time. If there is any conflict between the provisions of such conditions of sale
and the provisions of this Agreement, the latter shall prevail.

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H. Neither the Distributor's standard conditions of purchase nor any terms or
conditions in any order forms or other documents prepared by the Distributor
shall apply to the sale of the Products by the Company or other authorised
supplier to the Distributor.

I. Title to the Products will pass to the Distributor at the point specified in
the purchase order and the confirmation thereof or at the point specified in the
conditions of sale of the Company or other authorised supplier.

J. The responsibility for all operations, costs and expenses from the point
specified in the said conditions of sale or purchase order and the confirmation
thereof (including transportation, insurance, custom duties) will be paid by the
Distributor.

6. MARKETING OF THE PRODUCTS.

A. The Distributor shall use its best endeavors to create, meet and expand
demand in the Territory for the Products.

B. At the commencement of this Agreement, and for each Contract Year thereafter
the Distributor will provide to the Company a marketing plan for the
distribution of the Products within the Territory which marketing plan is to be
approved by the Company. The marketing plan for each Contract Year of this
Agreement other than the first Contract Year is to be agreed upon three (3)
months prior to each Anniversary Date. The marketing plan will specify
objectives and strategies with respect to the following and any related matters
which are consistent with the Distributor's obligations under paragraph A. The
Company will not unreasonably withhold its approval of or agreement to any
marketing plan presented by the Distributor.

i. product lines and new product plans;

ii. pricing and margin structure;

iii. distribution channels;

iv. sales and distribution targets on a product by product basis;

v. accumulation of market data including assessment of total market size and
segmentation in units and value (which will be updated on a half yearly basis);

vi. overview of trading for the current year and objectives and strategies for
the following year;

vii. assessment of competition;

viii. advertising and promotional expenses; and

ix. overall advertising and promotional strategy including in particular the use
and cost of promotions, public relations, sponsorship, exhibitions, point of
sale and other in-store merchandising.

C. In addition to its obligations under paragraph B the Distributor at the
commencement of this Agreement and prior to each Contract Year thereafter shall
supply a Business Plan for the remaining term of the Agreement which is to be
agreed by the Company not less than three (3) months prior to the beginning of
each Contract Year. The Company and the Distributor will review progress against
such plan on a Quarterly basis.

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D. The Distributor shall:

i. develop and agree with the Company as set out in paragraph B a legally
supportable distribution policy for the Products;

ii. promote and enhance the reputation and the recognition and awareness of the
Trade Marks in the Territory;

iii. develop a sales, marketing and merchandising facility for the Products in
the Territory;

iv. engage such key staff as the Company shall specify, such appointments to be
approved by the Company before implementation;

v. offer a complete stock and refill service to all retailers;

vi. achieve distribution throughout all agreed trading channels;

vii. establish the Company's signage where possible within agreed retail stores
in the Territory.

E. The Distributor will use its best endeavors to ensure that the Products are
distributed only through such specialist outdoor outlets, genuine outdoor
departments in department or sports stores and footwear or sports stores as are
approved in writing by the Company. In all cases, such stores should have a
clientele of medium to high quality. The Distributor shall not distribute the
Products in any circumstances through market stalls or stores of low quality and
image. The Distributor shall ensure that wherever possible, retailers who stock
the Products shall use the fittings, display units, advertisements and point of
sale material provided by the Company. The Distributor shall be permitted to
distribute the Products through mail order or over the internet but may not sell
Products through either such channels to purchasers outside the Territory.

F. The Distributor will at its own expense participate twice a year in the
Company's international meetings and four times a year in product development
meetings.

G. The Company grants to the Distributor the non-exclusive right to enter into
preliminary negotiations for sponsorship or promotional agreements relating to
the Trade Marks directly with athletes (sailors), marine and nautical clubs,
federations, committees or similar organizations within the Territory approved
in writing by the Company. The Distributor shall have no power to conclude any
such agreement or enter into any such agreement on the Company's behalf. Any
proposed agreement shall be presented to the Company for approval and, (unless
the Company and the Distributor otherwise agree), shall be entered into directly
between the Company and the relevant athlete, club, federation, committee or
organization. Fees or payments to be made under such agreements shall be borne
as between the Company and the Distributor in such proportion as they may from
time to time agree.

H. The Distributor shall have access to any and all Company artwork and
promotion items for the purpose of advertising and marketing Products.

7. INDEMNITY AND INSURANCE.

A. The Distributor shall, at its expense, carry comprehensive general liability
insurance and product liability insurance covering the Products marketed or sold
in connection with the Trade Marks under this Agreement issued by a responsible
insurer approved in advance by the Company providing coverage approved in
advance by the Company and otherwise in terms approved in advance by the
Company. Unless otherwise agreed such insurance shall:

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i. include insurance coverage for the Distributor's obligation to indemnify the
Company in accordance with clause paragraph C.

ii. be for the benefit of the Distributor but shall name the Company as
co-insured and payee.

iii. remain in effect for the initial and any subsequent term of this Agreement
so long thereafter as the Distributor may continue to use any of the Trade
Marks.

iv. provide that 30 days written notice be furnished to the Company prior to
cancellation, or prior to any material modification or change.

B. Upon the execution of this Agreement, the Distributor shall promptly furnish
the Company with a certificate evidencing that insurance has been effected in
accordance with the provisions of this clause.

C. Subject to the provisions of Section 16, the Distributor agrees to defend,
indemnify and hold harmless the Company and the Proprietor, including all
subsidiaries, affiliates and assignees of the Company and the Proprietor against
all claims, judgements, actions, debts or rights of action, of whatever kind,
and all costs, including reasonable legal fees, arising out of the promotion,
marketing, distribution or sale of the Products by the Distributor under this
Agreement.

8. BOOKS AND RECORDS.

A. The Distributor shall keep full and correct records and accounts showing
details of the Products imported, distributed, bartered and sold by it pursuant
to this Agreement and otherwise containing such information as may be necessary
to enable the Company to monitor compliance with this Agreement.

B. The Distributor shall throughout the continuance of this Agreement give
access to its records and accounts at all reasonable times (and in any event
within 48 hours of request) to the Company or any agent or accountant authorised
by the Company. Such person may take extracts from or copies of any such records
or accounts.

C. In the event that this Agreement is terminated for any reason the Distributor
shall provide the same access to its records and accounts for a period of one
year thereafter.

D. Throughout the term of this Agreement each of the Distributor and the Company
agrees to provide to the other not later than forty-five (45) days after its
preparation a copy of the party's most recent quarter-end financial statements
(including balance sheet and profit and loss accounts).

9. REPORT AND REMITTANCE FORMS.

A. Within forty-five (45) days of the end of each Quarter the Distributor shall
provide to the Company a report showing:

i. details of all sales of each of the Products made during that Quarter to
include the quantities of each type of the Products sold and a breakdown of such
sales by country and distribution channel together with details of the
computation from gross sales to net sales;

ii. estimates of anticipated sales of each of the Products for such period as
the Company may request; and

iii. details of the quantity and value of all returns of Products received
during that Quarter.

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B. Within ninety (90) days of the end of each Contract Year the Distributor
shall provide to the Company a report showing a summary of the data set out in
paragraph A for the relevant Contract Year.

C. Within ninety (90) days of the end of each Contract Year the Distributor
shall provide to the Company a report showing all e-commerce sales for the
relevant Contract Year.

D. The rendering of any report or the payment of any royalty shall not prejudice
any right of the Company to recover any additional amount that may be found to
be due in respect of royalties or otherwise and no such right shall be deemed to
have been waived by the lapse of time or any act or omission on the part of the
Company.

10. PACKAGING AND ADVERTISING OF PRODUCTS.

A. The Distributor shall ensure that all the Products are marked with such of
the Trade Marks as may be appropriate and as prescribed in writing by the
Company from time to time.

B. The Distributor will imprint irremovably, legibly and prominently on the
Products and on any packaging, labeling and advertising or promotional materials
used in connection therewith, or otherwise, any notice of trade marks and/or
copyright together also with such designation of ownership, registration and/or
licence as shall reasonably be requested by the Company including without
limitation the following:

i. the symbol 9 in the upper right-hand corner next to the Trade Marks which are
registered with the appropriate patent and/or trade mark body in the Territory;
and

ii. the symbol (TM) in the upper right-hand corner next to the Trade Marks which
are not registered with the appropriate patent and trademark body in the
Territory.

C. No other marks or wording shall appear on any of the Products, packaging,
labeling, advertising or promotional materials unless the Distributor first
obtains the written consent of the Company PROVIDED THAT the Distributor may
continue to use the Distributor's name and mark on hang tags, packaging
materials and in advertising and on promotional materials in accordance with the
directions of the Company.

D. The Distributor shall, at its expense, furnish to the Company;

i. at the earliest opportunity, mock ups of all matter which is proposed to be
used by the Distributor containing or displaying any of the Trade Marks
including, without limiting the generality of the foregoing, any label,
brochure, packaging, business card, stationery, letterhead, advertisement,
point-of-sale and other publicity materials, telephone or other directory entry,
sign, decal and illumination ("Display Material"); and

ii. prior to release, final copies of all Display Material.

E. In the event that the Company does not raise any questions relating to the
nature, quality or workmanship of such samples within twenty-eight (28) days of
receipt by the Company of such samples, the samples shall be deemed satisfactory
for the use pursuant to this Agreement. The Distributor's obligations hereunder
shall extend to all matters made or used by its agents or sub-contractors
appointed in accordance with this Agreement. Wherever possible Display Material
will be based on or incorporate Display Material provided by the Company in
order to ensure that the brand image projected by the Products is in conformity
with the Company's world wide brand profile and image.

F. The Distributor shall not use any of the Trade Marks as part of its
corporate, business or trading name.

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G. The Distributor shall use the Trade Marks only in accordance with the
policies and guidelines and/or instructions laid down by the Company or its
agent from time to time.

11. QUALITY CONTROL.

A. The Distributor shall ensure that all uses of the Trade Marks are consistent
with the high quality, character and image of the Trade Marks and shall comply
with any direction reasonably made by the Company relating to the quality of the
Products and/or their packaging and/or any related promotional or advertising
material.

B. The Distributor shall store and transport the Products in conditions that
will preserve the Products and their packaging in good condition and shall
comply with any reasonable requests from the Company in such regard.

C. If requested, the Distributor shall. give all reasonable assistance in
locating and recovering any defective Products and, in particular, shall comply
(and procure so far as it is able that its customers comply) with any product
recall procedure adopted by the Company.

12. CONFIDENTIAL INFORMATION.

A. All Confidential Information shall be used only for the performance of this
Agreement and shall be kept confidential by the Distributor and shall be
revealed to directors, officers, employees and agents of the Distributor only to
the extent necessary to enable the Distributor to fulfil its obligations and
responsibilities pursuant to this Agreement. The Distributor shall impose upon
all such directors, officers, employees and agents to whom any Confidential
Information is revealed obligations of confidentiality and restrictions on use
in respect thereof identical to these herein contained and shall be responsible
for any breach of any of such obligations by any of such directors, officers,
employees or agents. This provision shall not apply to any Confidential
Information which is in the public domain or to the extent to which it may be
required to be disclosed by law or which is obtained by the Distributor in good
faith from a third party with the right to disclose it. In the event that the
Distributor is required to make any Confidential Information public as a result
of the requirements of any law or regulatory authority (including any stock
exchange) the Distributor will inform the Company beforehand and use its best
endeavors to ensure that any such disclosure is carried out in a manner which
the Company believes causes as little harm as possible to the Company's
reasonable commercial interests.

B. The Company makes no warranty as to the accuracy, sufficiency and suitability
for use by the Distributor of advice, information, technical assistance or
know-how provided by the Company for use by the Distributor in the marketing of
any Products and assumes no responsibility or liability, including liability for
direct, indirect or consequential damages of any nature which arise out of or in
connection with the Distributor's use thereof.

13. SUFFICIENT USE OF TRADE MARKS. In order to preserve the Company's ownership
of the Trade Marks in the Territory, the Distributor will take all steps
reasonably required to ensure that sufficient use of the Trade Marks is made to
avoid abandonment by reason of non-use.

14. BENEFIT OF USE OF TRADE MARKS. The Distributor acknowledges that

A. all use of the Trade Marks in any form and for any class of goods or services
shall accrue without cost to the Company to
the benefit of the Company; and

B. except as otherwise provided in this Agreement, the Distributor has no right
in any Intellectual Property Rights or any associated goodwill nor any right to
use any Intellectual Property Rights.

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15. RIGHTS NOT TO BE CHALLENGED.

A. The Distributor acknowledges the validity of the Intellectual Property Rights
and shall not at any time during the continuance of this Agreement or thereafter
directly or indirectly, by itself or through its directors, officers, employers,
agents or any person in which the Distributor holds any issued share capital or
controls, whether directly or indirectly, the composition of its board of
directors or any of its voting power, contest or assist any other person in
contesting the validity of the Intellectual Property Rights or the right, title
and interest of the Company to the Intellectual Property Rights.

B. Except as provided in this Agreement, the Distributor shall not use or
register whether during the continuance of this Agreement or thereafter, any
business or trade name, licensor name, trade mark or labeling or packaging
design which incorporates or which is substantially identical with or
deceptively or confusingly similar to any of the Trade Marks or other
Intellectual Property Rights.

C. The Distributor shall not supplement or interfere with or obliterate the
Trade Marks applied to the Products.

D. The Distributor shall take due care not to do or cause to be done any action
or thing which affects the validity of the Intellectual Property Rights or the
Company's ownership thereof or which jeopardizes; the maintenance thereof,
either during the continuance of this Agreement or thereafter. In the event that
the validity or the maintenance of the registration of any of the Trade Marks or
other Intellectual Property Rights is in jeopardy, then the Distributor, if
reasonably requested by the Company, will cease distribution of such of the
Products as are affected by such potential invalidity.

E. Nothing contained in this Agreement, whether express or implied, shall give
to the Distributor any claim, right, title or interest in the Confidential
Information, and the Distributor acknowledges and agrees that all rights in such
Confidential Information belong to and are the exclusive property of the Company
and that, during and after any termination of this Agreement, the Distributor
will not claim any rights in or to such Confidential Information nor dispute or
assist others to dispute the Company's ownership thereof.

16. INFRINGEMENTS.

A. If any suspected or actual infringement or illegal use of the Intellectual
Property Rights or any wrongful use of the Confidential Information by any
person in the Territory or elsewhere shall come to the attention of the
Distributor, the Distributor shall immediately give notice thereof in writing to
the Company. The Company shall, at its absolute discretion, take whatever action
it deems appropriate at its own expense and shall have the sole conduct of any
such action. If requested, the Distributor will provide such assistance as may
be reasonably required in any suit or action subject to the payment by the
Company of the Distributor's direct expenses in the provision of such
assistance.

If the Company initiates any action respect of any such conduct, all
compensation recovered whether at trial or by way of settlement shall belong
entirely to the Company.

B. If the Distributor receives any notice, claim or proceedings alleging trade
mark infringement, passing off, copyright infringement, patent infringement, or
related causes of action arising out of the Distributor's use of the
Intellectual Property Rights or the Confidential Information the Distributor
shall notify the Company forthwith and shall not make any admissions or take any
substantive steps in connection therewith without the prior written consent of
the Company.

C. If such legal action referred to in paragraph A above relates to use by the
Distributor in accordance with the terms of this Agreement then the Company
shall defend or assist in the defence of such litigation, and shall bear all
costs and expenses of such defence. If any damages or awards are assessed
against the Distributor in such litigation and provided that the Distributor has
in fact complied with the relevant terms of this Agreement they shall be
satisfied and paid by the Company.

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D. If such legal action referred to in paragraph A above relates to use
otherwise than in accordance with the terms of this Agreement, the Company, in
its sole discretion shall choose whether to defend or assist in the defence of
such action. If the Company chooses not to defend or assist in the defence of
such an action, the Distributor shall bear all of its own costs and expenses and
shall be responsible for any awards against it or the cost of any settlement or
compromise. If the Company chooses to defend or assist in the defence the
Distributor shall reimburse the Company for all direct expenses incurred by the
Company and for all costs and damages awarded against the Company.

17. SALES OUTSIDE THE TERRITORY.

A. The Distributor will not sell or cause or permit to be sold any Products
outside the Territory, nor will the Distributor, directly or indirectly, sell or
cause or permit to be sold Products in the Territory where, to its knowledge,
such Products are intended for re-sale or distribution outside the Territory. In
particular the Distributor shall not engage in advertising by reference to the
Trade Marks aimed at any place outside the Territory or use any branch or
distribution depot outside the Territory for the sale or marketing of the
Products, and in the case of proposed sales over the internet will specifically
state that Products are only available in the Territory. In addition, the
Distributor's website shall have the capability to "mask" Product prices for
anyone accessing the Distributor's website from outside the Territory. The
Distributor will use its best endeavours lawfully to prevent any person from
distributing or selling the Products from the Territory.

B. During this Agreement the Company shall refer all inquiries received by it
relating to sales of the Products in the Territory to the Distributor. During
this Agreement the Distributor shall refer to the Company all inquiries it
receives for the Products for sales outside or export from the Territory.

18. SALES BY THE COMPANY IN THE TERRITORY.

A. The Company will not sell or cause or authorise to be sold in the Territory
any products similar to the Products and bearing the Trade Marks.

B. Nothing contained in this Agreement shall preclude the Company from
manufacturing or authorizing the manufacture of Products or other goods in the
Territory for sale to the Distributor or for export.

19. SALE OF COMPETITIVE PRODUCTS. Unless specifically authorized in writing so
to do by the

Company, the Distributor will not, directly or indirectly, by itself or through
its directors, officers employees, agents or any person in which the Distributor
holds any issued share capital or controls whether directly or indirectly the
composition of its board of directors or any of its voting power, sell or
distribute any products in the Territory or procure the sale or distribution of
any products for sale in the Territory which are in direct competition with the
Products.

20. TERMINATION.

A. The Company may (without prejudice to any other rights of termination
available to it) terminate this Agreement forthwith by giving notice of
termination to the Distributor in the circumstances set out in Section 6 or upon
any of the following events:

i. if any sum payable to the Company or to any authorised supplier of any
Products hereunder is not paid by the due date for payment;

ii. if the Distributor commits any other breach of any of its obligations
hereunder and fails to remedy the same (if capable

61
<PAGE> 16

of remedy) within sixty (60) days of the date of service by the Company of a
notice specifying the breach in question and requiring it to be remedied;

iii. if the Distributor is unable to pay its debts as they fall due or suspends
payment of any of its debts or enters into any arrangement with creditors for
the payment of any of its debts;

iv. if an administrator, receiver, manager or liquidator is appointed in respect
of the Distributor or any of its assets;

v. if a winding up resolution is passed or a winding up or bankruptcy order is
made in respect of the Distributor or the Distributor goes into liquidation;

vi. if any event or act occurs or is done by or in relation to the Distributor
which is equivalent or analogous to any of those described in any of
subparagraphs (3), (4) and (5);

vii. if the Distributor shall at any time directly or indirectly contest or
assist any other licensee or person in contesting the validity of the
Intellectual Property Rights or the right title and interest of the Company;

viii. if any marketing plan referred to in Section 10.13 is not agreed at the
time referred to in Section 6.C;

ix. if there is any Change of Control;

B. Where the Company is entitled to terminate this Agreement under paragraph A
then the Company shall as an alternative to termination have the right to amend
the Agreement in all or any of the following ways:

i. by converting some or all of the rights granted under Section 4 from
exclusive rights to non-exclusive rights; and/or

ii. by removing any trade marks, trade names, service marks, style names, trade

iii. dress, logos and/or other trade symbols from the definition of "Trade
Marks"; and/or

iv. by removing any products from the definition of "Products"; and/or

v. by removing any country or countries or any part or parts of any country or
countries from the definition of "Territory".

C. Any such amendment shall be made by means of a notice served on the
Distributor and shall take effect from the date on which such notice is served
or such later date as may be specified in the notice.

D. The Distributor may (without prejudice to any other rights of termination
available to it) terminate this Agreement forthwith by giving notice of
termination to the Company upon any of the following events:

i. if the Company commits any breach of any of its obligations hereunder and
fails to remedy the same (if capable of remedy) within thirty (30) days of the
date of service by the Distributor of a notice specifying the breach in question
and requiring it to be remedied;

ii. if the Company is unable to pay its debts as they fall due or suspends
payment of any of its debts or enters into any arrangement with creditors for
the payment of any of its debts;

iii. if an administrator, receiver, manager or liquidator is appointed in
respect of the Company or any of its assets;

62
<PAGE> 17

iv. if a winding up resolution is passed or a winding up or bankruptcy order is
made in respect of the Company or the Company goes into liquidation;

v. if any event or act occurs or is done by or in relation to the Company which
is equivalent or analogous to any of those described in any of subparagraphs
(2), (3) or (4).

E. Any exercise by either party of any of its rights under this Section 23 shall
be without prejudice to any accrued rights of either party under this Agreement.

21. RIGHTS AND OBLIGATIONS ON TERMINATION.

A. Upon the termination of this Agreement, the Distributor shall promptly return
all Confidential Information together with any copies and shall not thereafter
make any use of such Confidential Information except insofar as the Distributor
may have been specifically released by the Company from its obligations of
confidentiality hereunder.

B. The Company or its nominee may, by giving the Distributor written notice
within thirty (30) days following termination of this Agreement, purchase from
the Distributor any part or all of the Products not previously sold by the
Distributor. The price payable for such Products (or materials) shall be the
Distributor's purchase cost (including duties, taxes and delivery charges) or
the net realisable market value of such Products in the Territory whichever is
the lower.

C. Should the Company fail to purchase the Products pursuant to paragraph B,
then notwithstanding such termination:

i. the Distributor shall have the right for a reasonable period up to but not
exceeding six (6) calendar months after tennination to sell the Products
manufactured or imported by it prior to termination in the Territory under the
Trade Marks in accordance with the terms of this Agreement provided that the
price charged for the Products shall be at least sixty-five per cent (65%) of
the price prevailing immediately prior to termination;

ii. after termination of the above sell-off period the Distributor shall
immediately destroy in the presence of the Company or its representative any of
the Products which are not then sold;

iii. all other provisions, terms and conditions of this Agreement shall continue
to apply during the period referred to in subparagraph (1) except that the
Company shall be at liberty to appoint another person as the distributor of the
Products or the licensee of the Trade Marks or both; and

iv. the six month period referred to in subparagraph (1) will not be extended by
an event of force majeure.

D. After termination of this Agreement (but subject to paragraph C) the
Distributor:

i. shall cease using the Trade Marks and other Intellectual Property Rights in
the Territory and shall not thereafter use or register any words or marks that
incorporate or are substantially identical with or deceptively similar to or so
closely resemble any one or more of the Trade Marks so as to be likely to cause
confusion;

ii. shall execute any and all necessary documents with respect to the
cancellation of the Distributor as registered user of the Trade Marks; and

iii. shall not knowingly do any act or thing that would have the effect of
causing another person in the Territory to believe that the Distributor is still
associated or connected with the Company.

E. Notwithstanding the termination of this Agreement:

63
<PAGE> 18

i. the provisions of Section 15 shall not terminate but shall continue to remain
in full force and effect;

ii. the Distributor shall continue to pay any royalties or other applicable
payments due hereunder and shall continue to provide access to its records and
accounts and furnish information and reports in accordance with provisions of
Sections 6, 11 and 12;

iii. the Company and the Distributor shall continue to have rights and remedies
with respect to damages and any other relief for breach of this Agreement on the
part of the other occurring prior thereto; and

iv. any provisions of this Agreement necessary to enable the parties to enforce
their respective rights and obligations hereunder shall remain in full force and
effect.

F. Upon the expiry or termination of this Agreement for any cause whatsoever
except in accordance with Section 23.A(6) the Distributor shall, if requested,
supply to the Company a list of the Distributor's customers for the Products.

G. The Distributor acknowledges that no rights whatsoever are extended to it
beyond the expiration or termination of this Agreement other than as provided in
this Section 24 and further acknowledges that it shall not be entitled to any
compensatory payment on the expiration or termination of this Agreement.

22. REPRESENTATIONS AND WARRANTIES.

A. The Company represents and warrants that:

i. it is a corporation duly incorporated and validly existing under the laws of
The Netherlands;

ii. it has full corporate power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby;

iii. it is the owner of the Trade Marks.

B. The Company at its sole discretion may, upon written notice to the
Distributor, add or remove any trade marks to or from Exhibit 3.

C. The Company does not warrant that the Trade Marks may safely be used as a
trade mark or business name in the Territory.

D. The Distributor represents and warrants that:

i. it is a corporation duly incorporated and validly existing under the laws of
the State of Nevada;

ii. it has full corporate power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby;

iii. its board of directors has taken all action required by the law of its
jurisdiction of incorporation, its articles of incorporation, by-laws or
similar constituent documents or otherwise to authorize execution of this
Agreement and the consummation of the transactions contemplated hereby;

iv. this Agreement is a valid and binding agreement by it and enforceable
against it in accordance with its terms;

v. neither the execution of this Agreement nor the consummation of the
transactions contemplated hereby will violate any statute or law or any
judgement, decree, order, regulation or rule of any court or governmental
agency or authority in the Territory; and

64
<PAGE> 19

vi. except for any required approvals of governmental agencies or authorities
which it will use its best efforts to obtain, no consent of any person is
necessary to the consummation of transactions contemplated hereby. In the event
that any required consents are not obtained or are given on terms not acceptable
to the Company, the Company shall be entitled upon receipt of knowledge thereof
forthwith to terminate this Agreement.

23. AGENCY RELATIONSHIP. Except as otherwise provided herein, nothing in this
Agreement shall render one party the agent of the other in relation to any
rights or obligations granted under this Agreement or any transaction carried on
pursuant to it, and under no circumstances shall either party pledge or attempt
to pledge the credit of the other or incur any credit on behalf of the other.

24. NOTICES.

A. Any notice served by one party upon the other shall be in writing in the
English language and shall be delivered personally (including by courier) or be
sent by facsimile. Such notice or document shall be deemed to have been received
in the case of personal delivery when delivered or, if sent by facsimile, on the
day following that on which the facsimile was sent, provided that the party
serving such notice shall send a copy by registered air mail within two (2) days
after sending the notice.

B. Such notice shall be addressed as follows (or at such other place designated
in writing by the relevant party);

If to the Company:

Gaastra International Sportswear B. V.
Plesmanstraat 1, NL-3 83 3
LA Leusden, The Netherlands

Attention: Ado Huisman
Telephone: 0113133 432 00 55
Facsimile: 011 3133 433 22 80

If to the Distributor:
XDOGS.COM, INC.
527 Marquette Avenue South, Suite 2 100
Minneapolis, Minnesota 55402

Attention: Kent Rodriguez
Telephone: (612) 359-4006
Facsimile: (612) 359-9017

25. ASSIGNMENT.

A. The Company may assign any of its rights or delegate any of its duties
arising out of or under this Agreement.

B. The Distributor may not assign any of its rights or delegate any of its
duties arising out of or under this Agreement without the prior written consent
of the Company which consent may be withheld by the Company in its absolute
discretion.

65
<PAGE> 20

C. Should ownership of the Trade Marks be assigned by the Company then, upon
such assignment, the Company shall assign all of its rights and delegate all of
its duties under this Agreement to the assignee of the Trade Marks and the
Distributor shall, with effect from the date of such assignment, release and
discharge the Company from all claims and demands whatsoever in respect of this
Agreement relating to the period after the date of the assignment and shall,
from the date of such assignment, accept the assignee as the owner of the Trade
Marks.

D. On the request of the Company, the Distributor will execute, acknowledge and
deliver all such documents, deeds, agreements or other instruments as may be
requested by the Company to give effect to paragraph D.

26. LEGAL AND ETHICAL REQUIREMENTS.

A. The Distributor shall at its own expense ensure that all local and national
laws, rules, regulations and other requirements and codes of practice applicable
in the Territory and all policies and ethical and other standards from time to
time specified by the Company in respect of the treatment of any persons
involved in the sale of any Products hereunder or otherwise in respect of any
human rights or other issues are complied with in relation to all activities of
the Distributor and/or its authorised subcontractors under this Agreement.

B. The Distributor shall ensure that adequate records are maintained to
demonstrate compliance with the obligations contained in paragraph A and shall
as and when requested by the Company:

i. furnish or cause to be furnished to the Company such proof of compliance with
the obligations contained in paragraph A as the Company may require;

ii. permit the Company or procure the Company to be permitted to undertake such
inspection of any activities of the Distributor as the Company may require;

iii. permit the Company or procure the Company to be permitted to inspect any
records required to be maintained under this paragraph B and to take copies
thereof.

C. In the event of a Change in Control the Distributor shall immediately notify
the Company in writing giving full particulars of such Change of Control.

27. LOCAL LAW COMPLIANCE.

A. The Distributor shall at its own expense comply with all relevant legislation
and other requirements of the Territory in connection with its activities under
this Agreement The Distributor shall furnish proof of such compliance to the
Company when and if the Company requires.

B. As soon as possible after the execution of this Agreement the Company and the
Distributor shall if requested by the Company, at the expense of the
Distributor, execute such further documents as may be necessary to make and make
joint application to record for the registration of the Distributor as a
registered or permitted user of the Trade Marks in respect of such of the Trade
Marks as are registered or as become registered to the extent provided by the
law of the Territory.

C. The Distributor shall obtain any consents, licences and approvals and comply
with any formalities required for the performance of this Agreement and payment
of royalties. In the event that the Distributor is unable to obtain any such
consent, licence or approval within three (3) months of the date of signature of
this Agreement the Company shall have the right to terminate this Agreement by
giving thirty (30) days notice in writing to the Distributor.

66
<PAGE> 21

28. GOVERNING LAW.

A. The formation, construction, validity and performance of this Agreement shall
be governed in accordance with the laws of the Netherlands.

B. The parties irrevocably submit to the exclusive jurisdiction of the courts of
the Netherlands. Such submission shall not limit the right of the Company to
commence any proceedings arising out of this Agreement in any jurisdiction it
may consider appropriate.

C. The Distributor waives any objection to the venue of any legal process on the
basis that the process has been brought in an inconvenient forum.

29. ARBITRATION.

A. In case of any controversy, claim or dispute arising out of or relating to
this Agreement or the breach thereof, the parties shall meet and exert their
best efforts to find an amicable settlement.

B. Failing agreement within a period of thirty (30) days from the date on which
either party with reference to this Section 32 requests an amicable settlement,
the matter shall be settled by arbitration adjudicated under English Law,
conducted in English and held in London, England in accordance with Rules of
Conciliation and Arbitration of the International Chamber of Commerce.

C. The Arbitration Board shall consist of three members. Each of the parties
shall appoint one arbitrator and two so nominated shall in turn choose a third.
If the chosen arbitrators cannot agree on the choice of a third arbitrator, such
arbitrator shall be appointed by the Court of Arbitration of the International
Chamber of Commerce.

D. The arbitration shall be conducted in accordance with the Rules of the
International Chamber of Commerce and it is agreed that the decision shall be
definite and there shall be no appeal to the Courts from the decision of the
arbitrators.

E. Either party shall be entitled to have any arbitration award made an order of
Court.

F. The obligation herein to arbitrate shall not be binding upon either party
with respect to requests for temporary restraining orders, preliminary
injunctions or other procedures (or their functional equivalent) in a court of
competent jurisdiction to obtain interim relief when deemed necessary by such
court to (a) preserve the status quo or prevent irreparable in any pending
resolution by arbitration of the actual dispute between the Parties or (b) to j
order specific performance.

30. FORCE MAJEURE

A. Neither party shall be liable for delay or failure in the performance of this
Agreement arising from any one or more of the following causes which shall
forthwith be notified to the other upon such delay or failure:

i. act of God or public enemy or war (declared or undeclared);

ii. acts of persons engaged in subversive activities or sabotage;

iii. fires, floods, explosions or other catastrophes;

67
<PAGE> 22

iv. epidemics or quarantine restrictions;

v. strikes, similar labor disruptions or public demonstrations and unrest;

vi. freight embargoes;

vii. unusually severe weather;

viii. delays of a supplier of either party due to any of the above causes or
events;

ix. any other causes, similar or dissimilar, beyond the reasonable control of
the party; or

x. (in the case of the Distributor) a failure by the Company to meet agreed
delivery dates for products.

B. PROVIDED THAT in any case due diligence is exercised to cure such causes and
resume performance and the time for performance by such party shall be extended
by a period of any such delay.

C. If one or more causes of force majeure are asserted by either party as a
basis for nonperformance of this Agreement and such non performance continues
for a consecutive period of ninety (90) days the other party shall have the
right to terminate this Agreement forthwith by giving written notice to that
effect.

31. WHOLE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with regard to its subject matter and
supersedes an prior agreements whether written or oral.

32. AGREEMENT SEVERABLE. This Agreement is severable and if any provision shall
be held invalid, illegal or unenforceable, in whole or in part in any
jurisdiction (including both by reason of the provisions of any legislation and
also by reason of any decision of any court or authority having jurisdiction
over the parties in the Territory), then that provision shall be severed in the
jurisdiction in question and such invalidity, illegality or unenforceability
shall not in any way whatsoever prejudice or affect the validity or
enforceability of the remainder. To the extent legally permissible, an
arrangement which reflects the original intent of the parties shall be
substituted for such invalid or unenforceable provision provided always that if
the reasonable opinion of either party any such severance materially affects the
commercial basis of this Agreement and no agreement can be reached by the
parties as to the means by which such matters can be resolved, such party shall
have the right to terminate this Agreement with immediate effect upon giving 90
days written notice to the other containing the reason(s) why the commercial
basis has been materially affected.

33. AGREEMENT TO COOPERATE. Each party hereto, upon the reasonable request of
the other, will execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, all such further documents, deeds, assignments,
licenses, transfers or conveyances as may be required both to satisfy the
requisites of the law of the Territory and to give full effect to the terms and
conditions of this Agreement.

34. WAIVER AND VARIATION. A provision of or a right created under this Agreement
may not be waived or varied except in writing signed by a duly authorised
representative of the party or parties to be bound. No delay or failure of
either party in exercising or enforcing any of its rights or remedies shall
operate as a waiver thereof nor shall any partial exercise of such right or
remedy preclude any other or further exercise of such right.

68
<PAGE> 23

35. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which shall be deemed an original and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties, by the actions of their authorized
representatives, have executed this Agreement, including the attached Schedules,
as of the date first mentioned above.

THE DISTRIBUTOR

/s/ KENT A. RODRIGUEZ

XDOGS.COM
Kent A. Rodriguez
Its President and Chief Executive Officer

The Company

/s/ ADO HUISMKI

Gaastra International Sportswear B. V.
Ado Huismki
Its President and Chief Executive Officer

69
<PAGE> 24

EXHIBIT I
PRODUCTS

DIVISION IN GROUPS AND SUB-GROUPS

(See attached price-list)

70
<PAGE> 25

EXHIBIT 2

TERRITORY

United States of America, its territories and possessions
(not including the Caribbean basin)
Mexico
Canada - A temporary right subject to the employment of a
dedicated sales representative with first right of refusal for
the Distributor should a third party apply for the disbutorship
of the entire Canadian market

71
<PAGE> 26

EXHIBIT 3

Trademarks

FY 2001 (Apr 100-Mar '01)

% of
Q1
Q
Q3
Q4
Total
Sales

Wholesale
-
75.000
75.000
90,0%
Internet (identified)
-
-
-
8.332
8.332
10,0%
Total Sales
-
-
-
83.332
83.332
100,0%
COGS
40.000
40.000
48,0%
Duty
-
-
-
10.000

72
<PAGE> 27

10.000
12,0%
Total Cost of Sales
-
-
-
50.000
50.000
60,0%
Gross Margin
-
-
-
33.333
33.333
40,0%
% of Sales
40,0%

FY 2002 (APR'01-MAR'02)

<TABLE>
<CAPTION>
% OF
Q1 Q2 Q3 Q4 TOTAL SALES

<S> <C> <C> <C> <C> <C> <C>
Wholesale 55.000 100.000 225.000 260.000 640.000 82,8%
Internet (identified) 24.832 35.000 33.500 40.000 133.332 17,2%
TOTAL SALES 79.832 135.000 258.500 300.000 773.332 100,0%
COGS 34.950 60.500 122.550 142.000 360.000 46,6%
Duty 8.737 15.125 30.638 35.500 90.000 11,6%
TOTAL COST OF SALES 43.687 75.625 153.188 177.500 450.000 58,2%
Gross Margin 36.145 59.375 105.313 122.500 323.333 41,8%
% of Sales 45,3% 44,0% 40,7% 40,8%

FY 2003 (APR '02-MAR '03)

<CAPTION>
% OF
Q1 Q2 Q3 Q4 TOTAL SALES

Wholesale 200.000 250.000 400.100 526.100 1.376.200 78,7%
Internet (identified) 58.000 40.000 125.000 150.000 373.000 21,3%
Total Sales 258.000 290.000 525.100 676.100 1.749.200 100,0%
COGS 117.400 137.000 237.550 308.050 800.000 45,7%
Duty 29.350 34.250 59.388 77.013 200.000 11,4%
Total Cost of Sales 146.750 171.250 296.938 385.063 1.000.000 57,2%
Gross Margin 111.250 118.750 228.163 291.038 749.200 42,8%
% of Sales 43,1% 40,9% 43,5% 43,0%
</TABLE>

73
<PAGE> 28

FY 2004 (APR '03-MAR 104)

<TABLE>
<CAPTION>
% of
Q1 Q2 Q3 Q4 Total Sales

<S> <C> <C> <C> <C> <C> <C>
Wholesale 360.000 290.000 850.000 1.500.000 3.000.000 75,0%
Internet (identified) 300.000 200.000 150.000 350.000 1.000.000 25,0%
Total Sales 660.000 490.000 1.000.000 1.850.000 4.000.000 100,0%
COGS 270.000 205.000 470.000 855.000 2.100.000 52,5%
Duty 67.500 51.250 117.500 213.750 525.000 13,1%
Total Cost of Sales 337.500 256.250 587.500 1.068.750 2.250.000 56,3%
Gross Margin 322.500 233.750 412.500 781.250 1.750.000 43,8%
% of Sales 48,9% 47,7% 41,3% 42,2%

FY 2005 (APR '03-MAR'04)

<CAPTION>
% of
Q1 Q2 Q3 Q4 Total Sales

Wholesale 700.000 600.000 1.700.000 2.110.000 5.110.000 70,4%
Internet (identified) 600.000 450.000 400.000 700.000 2.150.000 29,6%
Total Sales 1.300.000 1.050.000 2.100.000 2.810.000 7.260.000 100,0%
COGS 530.000 435.000 970.000 1.265.006 3.200.000 44,1%
Duty 132.500 108.750 242.500 316.250 800.000 11,0%
Total Cost of Sales 662.500 543.750 1.212.500 1.581.250 4.000.000 55,1%
Gross Margin 637.500 506.250 887.500 1.228.750 3.260.000 44,9%
% of Sales 49,0% 48,2% 42,3% 43,7%
</TABLE>

74
<PAGE> 29

EXHIBIT 5
Prices
(See attached pricelist)

<PAGE> 30

PRICELIST GAASTRA FALL WINTER 2000/2001

<TABLE>
<CAPTION>
ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN
IN DFFL

<S> <C> <C> <C>
1JACKETS, UNISEX

PRO GAASTRA AIR
402,101 Armstrong XS-XXL V.R. China
fl 193,00
402,102 Lapaz XS-XXL fl 165,00
402,103 Highwood XS-XXL
fl 185,50
PRO GAASTRA AIR LIGHT

402,104 Boris XS-XXL V.R. China fl
128,00
402,105 Michigan XS-XXL fl 124,50
402,106 Dodge XS-XXL fl 130,50
402,107 Arcadia XS-XXL fl 133,50
402,108 Donegal XS-XXL fl 126,25
402,109 Elvis XS-XXL fl 147,50
402,110 Richmond XS-XXL
fl 158,00
402,111 Sta r XS-XXL fl 118,50
402,112 Kirkland XS-XXL fl 131,75

HEAVY RIBSTOP
402,113 Ferry XS-XXL V.R. China fI
144,50
402,114 Rupert XS-XXL fl 133,25
NYLON KEVLAR

402,115 Bono XS-XXL Turkey fl 167,75
402,116 Bertil XS-XXL " fl 135,50
402,117 Piedro XS-XXL " fl 114,50
PUTK 3
402,118 Delta XS-XXL V.R. China fI
141,50
402,119 Easter XS-XXL " fl 110,00
402,120 Hartford XS-XXL " fl 130,50
402,121 Morgan XS-XXL " fl 127,50

OXFORD NYLON

402,122 Leroy XS-XXL V.R. China fl 123,25
402,123 Braga XS-XXL fl 103,25
</TABLE>

76
<PAGE> 31

<TABLE>
<S> <C> <C> <C>
402,124 Ferdi XS-XXL f1 85,25
402,125 Sammy XS-XXL fl 86,25
402,126 Reef XS-XXL fl 93,50
402,127 Alfa XS-XXL " fl 100,25
402,128 Lester XS-XXL fl 103,25
402,129 Miles XS-XXL fl 107,75
402,130 Dion XS-XXL fl 108,50

NYLON RIBSTOP DOWN
402,131 Delton XS-XXL V.R. China fl
90,50

402,132 Ronin XS-XXL " fl 64,25

402,133 Norwalk XS-XXL fl 100,50
ICOTTON RIBSTOP I
402,134 Mack XS-XXL Turkey fl 111,25

402,135 Lean XS-XXL " fl 120,00

PRICELIST GAASTRA FALL WINTER 2000/2001

<CAPTION>
ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN
IN DFFL

I - .1
JACKETS UNISEX (CONTINUATION)

I COTTON CANVAS

402,136 Elmar XS-XXL Turkey fl 163,25
402,137 Dennis XS-XXL " fl 119,00

IWOOL

402,138 Oswin XS-XXL Turkey fl 182,50
402,139 Brad XS-XXL fl 182,50

FSKI -PANTS UNISEX
PRO GAASTRA AIR LIGHT
402,901 Wessel XS-XXL V.R. China fl 111,50
402,903 Ferdinand XS-XXL " fl 80,25
PUTK 3
402,905 James XS-XXL V.R. China fl 76,00
IFLEECE UNISEX
ITHREE-LAYER

402,301 Terrence XS-XXL V.R. China fl
118,50
402,302 Milford XS-XXL " fl 120,00
402,303 Ellsworth XS-XXL " fl 117,00
ITWO-1 AYER
</TABLE>

77
<PAGE> 32

402,328 Trento XS-XXL V.R. China fl
113,50
402,329 Torino XS-XXL fl 101,00

I MICRO-FLEECE
402,304 Powell XS-XXL V.R. China fl
63,50
402,305 Prospect XS-XXL " fl 64,50
402,306 Ogden XS-XXL " fl 65,00
BASIC POLAR FLEECE

402,307 Flair XS-XXL V.R. China fl 58,00
402,308 Flag XS-XXL " fl 58,00
402,309 Mega XS-XXL " fl 63,00
402,312 Fountain XS-XXL " fl 62,00
402,313 Casco XS-XXL " fl 111,00
402,314 Morris XS-XXL fl 57,00
402,315 Freesoil XS-XXL fl 62,00

ITEDDY MELANGE
402,317 Hobart extra XS-XXL V.R. China fl 120,00
402,318 Hobart XS-XXL fl 73,00
402,319 Downers XS-XXL fl 57,00

402,320 Weldon XS-XXL fl 75,00

. 402,321 Stitzer XS-XXL " fl 67,50
PRICELIST GAASTRA FALL WINTER 2000/2001

<CAPTION>
ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN

IFLEECE UNISEX (CONTINUATION) I

ICURLY FLEECE

402,322 Hinsdale XS-XXL V.R. China fl
402,323 Byron XS-XXL fl
402,324 Keating XS-XXL fl
402,325 Sidell XS-XXL " fl

ISINGLE SIDED I

402,326 Bingham XS-XXL V.R. China fl 99,50
402,327 Joram XS-XXL " fl 89,00

PULLOVERS UNISEX I

170% WOOL, 30% ACRYLIC

402,401 Henning XS-XXL V.R. China fl 87,00
402,402 Curt XS-XXL " fl 90,00
</TABLE>

78
<PAGE> 33

402,403 Redkey XS-XXL " fl 98,00
402,404 Rafael XS-XXL " fl 93,50
402,405 Rawson XS-XXL fl 88,50
402,406 Montfort XS-XXL fl 65,50
402,407 Penfield XS-XXL fl 62,50

150% WOOL, 40% ACRYLIC, 10% VISCOSE

402,409 Ludo XS-XXL Italy fl 68,50
402,410 Gino XS-XXL fl 72,25
402,411 Marcel XS-XXL fl 68,50
402,412 Luke XS-XXL fl 76,00

130% WOOL, 70% ACRYLIC I

402,413 Davy XS-XXI- Italy fl 67,50
402,414 Enrique XS-XXI- fI 63,50
402,415 Miquel XS-XXL fI 63,50
402,416 Vinnie XS-XXL fI 6950

I
JSWEATWOOL

402,417 Eric XS-XXL Italy fl 80,50
402,418 Bert XS-XXL It fl 97,00
402,419 Stein XS-XXL fl 103,00
402,420 Max XS-XXL fl 76,50

I COTTON MIX I

401,421 Kettle XS-XXL Italy fl 54,00
402,422 Simpson XS-XXL It fl 70,50
401,423 Stanly XS-XXL It fl 64,75

<CAPTION>
PRICELIST GAASTRA FALL WINTER 2000/2001

ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE of ORIGIN In DFL.

JKNITWEAR UNISEX
PIQUE 100% COTTON
402,424 Andreas XS-XXL Portugal fl 34,25
PIQUE MOULINE

402,425 Rossvile XS-XXL Portugal
402,426 Nelson XS-XXL
402,427 Marengo XS-XXL
JBICOLOUR
402,428 Foster XS-XXL Portugal fl 56,00
402,429 Scottville XS-XXL fl 64,25
402,430 Hayfield XS-XXL fl 56,00
402,431 Manton XS-XXL fl 58,25

</TABLE>

79
<PAGE> 34

JFANCYJERSEY
402,432 Woodson XS-XXL Portugal fl 42,75
402,433 Goodman XS-XXL fl 45,75
402,434 Jordan XS-XXL fl 47,25
JHEAVYJERSEY
402,435 Parker XS-XXL Portugal f1 46,50
402,436 Gardner XS-XXL f1 57,50
402,437 Jackson XS-XXL
1-SIDE BRUSHED

402,438 Brookston XS-XXL Portugal
402,439 Clyman XS-XXL
402,440 Adarnsville XS-XXL
402,441 Chaplin XS-XXL
402,442 Alden XS-XXL

ISHIRTS UNISEX
IWALES RIB
402,201 Lambert XS-XXL Turkey fl 38,50
RODRIGO GABERDINE
402,202 Wallington XS-XXL Turkey fl 37,25
1POPLIN
402,203 Elroy XS-XXL Turkey fl 40,50
CANVAS GOODY

402,204 Tigo XS-XXL Turkey fl 41,25
IDENIM
402,205 Larson XS-XXL Turkey fl 39,75
INEW TWILL
402,209 Peterson XS-XXL Turkey fl 43,50

CHECKS & BLOCKS -I
402,206 Claus XS-XXL Turkey ff 39,50
402,207 Martin XS-XXL " fl 39,50

402,208 Duvall XS-XXL " fl 48,00

<CAPTION>
PRICELIST GAASTRA FALL WINTER 2000/2001

ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN
In DFFL

I PANTS CASUAL UNISEX

COTTON CANVAS
402,906 Aldan XS-XXL Turkey fl 54,00
402,907 Kane XS-XXL " fl 62,00
IWEST GABERDINE
402,908 Bennoit XS-XXL Turkey fl 56,50
402,909 Winston XS-XXL " fl 51,50
ICOATED POPLIN
402,910 Keith XS-XXL Turkey fl 66,00
402,911 Sutherland XS-XXL " fl 66,00
</TABLE>

<PAGE> 35

PRICELIST GAASTRA FALL WINTER 2000/2001

<TABLE>
<CAPTION>
ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN IN DFL.1

<S> <C> <C> <C> <C>
IWOMENS JACKETS
PRO GAASTRA AIR LIGHT
402,150 Shelby WW's S-XL V.R. China fl 111,50

402,151 Beckey WW's S-XL fi 110,50
402,152 Cindy WW's S-XL fl 122,00

IMICRO NYLON
402,153 Evie WW's

402,154 Emma WW's

S-XL V.R. China
fl
S-XL

110,75
fi 137,00
OXFORD NYLON I

402,155 Reef WW's S-XL V.R. China fi
85,25
402,156 Stafford WW's S-XL " fl 88,25

NYLON RIBSTOP DOWN
402,157 Jesse WW's

402,158 Judy WW's

S-XL

S-XL V.R. China fi 87,00
fl 60,00
IWOOL I

402,159 Linday WW's
402,160 Mara WW's

S-XL

S-XL V.R. China
fl 163,00
fl 169,00
</TABLE>

81
<PAGE> 36

<TABLE>
<CAPTION>
MOMENS SKI PANTS
PRO GAASTRA AIR LIGHT

<S> <C> <C> <C> <C>
402,920 Didi WW's

402,92:1 Raoul WW's

S-XL V.R. China
fl 62,00
S-XL "
fi 73,50

IWOMENS FLEECE
ITHREE-LAYER

402,330 Catlin WW's S-XL V.R. China fl 94,50
402,33-1 Katy WW's S-XL if fl 93,50
MICRO-FLEECE 1
402,332 Brook WW's S-XL V.R. China fl 53,00
402,333 Nina WW's S-XL fl 44,50
402,334 Omena WW's S-XL fl 56,00

I BASIC POLAR FLEECE I

402,335 Siren WW's S-XL V.R. China fl
50,50
402,336 Trixie WW's S-XL fl
52,50
402,337 Silvie WW's S-XL fl
52,50
ITEDDY MELANGE I

402,338 Christie WW's
402,339 Lia WW's

ICU RLY FLEECE

402.340 Silvana WW's S-XL V.R. China fl
66,00

S-XL

S-XL V.R. China
fl 54,50
fl 60,00

402,341 Carolton WW's SAL " fl 64,00
ISINGLE SIDED 1
402,342 Margit WW's SAL V.R. China fl 85,50
</TABLE>

PRICELIST GAASTRA FALL WINTER 2000/2001

82
<PAGE> 37

<TABLE>
<CAPTION>
ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN IN DFFL

WOMENS PULLOVERS

<S> <C> <C> <C> <C>
170% WOOL, 30% ACRYLIC ::1
402,450 Maret WW's S-XL V.R. China fl 60,50
402,451 Cora WW's S-XL " fl 56,00
402,452 Jewel WW's S-XL " fl 70,50
402,453 Jana WW's S-XL " fl 65,50
150% WOOL, 40% ACRYLIC, 10% VISC
402,454 Maria WWs S-XL Italy fl 67,50
1SWEATWOOL
402,456 Barbera WWs S-XL Italy fl 70,00
IWOMENS KNITWEAR
PIQUE 100% COTTON
402,457 Claudy WW's S-XL Portugal fl 43,50
402,458 Mindy WW's S-XL fl 33,00
1131-COLOUR
402,459 Diana WW's S-XL Portugal fl 46,50
11-SIDE BRUSHED

402,460 Deborah WW's S-XL
Portugal
402,461 Francis WW's S-XL
402,462 Sharon WW's S-XL
402,463 Charfeen WW's S-XL
It
402,464 Caran WW's S-XL

WOMENS, SHIRTS
IWALES RIB
402,210 Honora WW's S-XL Turkey fl
38,50
CANVAS GOODY
402,211 Estella WW's S-XL Turkey fl
39,50
IWOMENS, CASUAL PANTS
COTTON CANVAS -
402,922 Tracy WW's S-XL Turkey fl 6,00
ICOATED POPLIN

402,923 Deloris WW's S-XL Turkey fl
59,00

PRICELIST GAASTRA FALL WINTER 2000/2001

EA LE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE of ORIGIN In DFL.
</TABLE>

83
<PAGE> 38

<TABLE>
<S> <C> <C> <C> <C>
JUNIOR JACKETS
PRO GAASTRA AIR LIGHT
402,170 Dylan jr. 116-176 V.R. China fl
112,75
402,171 Lionel jr. 116-176 fl 106,75
PUTK 3
402,172 Jake jr. 116-176 V.R. China fl
87,50
OXFORD NYLON
402,173 Reef Jr.
402,174 Alfa jr.

402,175 Braga jr.

116-176 V.R. China fl 75,50
116-176 " fl 83,50
116-176 " fl 79,00
NYLON RIBSTOP DOWN
402,176 Delton jr. 116-176 V.R. China fl 65,50
ICOTTON RIBSTOP 1
402,177 Kyle jr. 116-176 Turkey fl 75,00
ITASLAN 1
402,178 Vincentjr. 116-176 V.R. China

IJUNIOR SKI PANTS
I PRO GAASTRA AIR LIGHT

402,930 Raoul jr. 116-176 V.R. China fl
68,00
402,93:1 Rowan jr. 116-176 " fl 83,50

PUTK 3 1
402,932 Kimbel jr. 116-176 to fl 54,00

IJUNIOR FLEECE I

I BASIC POLAR FLEECE

402,350 Quinten jr. 116-176 V.R. China fl
48,00
402,351 Flagjr. 116-176 " fl 48,00
402,352 Hastings jr. 116-176 " fl 49,50
402,353 Covertjr. 116-176 " fl 49,75
402,354 Mega jr. 116-176 " fl 50,75

ITEDDY MELANGE
402,355 Riverton jr.

402,356 Clovisjr.

116-176 V.R. China fl 55,00
116-176 " fl 53,50

CURLY FLEECE
402,357 Seneca jr.
</TABLE>

84
<PAGE> 39

402,358 Odin Jr.

116-176 V.R. China
fl 60,00
116-176 "
fl 52,50

IJUNIOR PULLOVERS
170% WOOL, 30% ACRYLIC

402,470 Hornerjr. 116-176 V.R. China fl 57,50
402,471 Simcoejr. 116-176 " fl 57,50
402,472 Grantjr. 116-176 " fl 60,50
402,473 Fabiojr. 116-176 " fl 69,00

PRICELIST GAASTRA FALL WINTER 2000/2001

ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE of ORIGIN In DFL.1

IJUNIOR KNITWEAR ---7

PIQUE 100% COTTON -1
402,474 Andreas jr. 116-176 Portugal fl 27,75
JHEAVYJERSEY
402,475 Parkerjr. 116-176 Portugal fl 34,50
402,480 Carlo jr. 116-176
I-SIDE BRUSHED
402,476 Panama jr. 116-176 Portugal
402,477 Hayfield jr. 116-176 It
402,478 Brookston jr. 116-176
402,479 Clooneyjr. 116-176
IJUNIOR SHIRTS
IWALES RIB
402,220 Lambertjr. 116-176 Turkey fi 34,75
JUNIOR CASUAL PANTS
1COTTON CANVAS
402,932 Kane jr. 116-176 Turkey fl 45,50
IWEST GABERDINE
402,933 Winston jr. 116-176 Turkey fl 47,75
ICOATED POPLIN

402,934 Keith jr. 116-176 Turkey fl 54,75

PRICELIST GAASTRA FALL WINTER 2000/2001

ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE OF ORIGIN
IN DFL.1

85
<PAGE> 40

UNISEX ACCESSORIES I

BAGS & TRAVELGEAR

402,801 Montreal, big bag - V.R. China fl 44,25
402,802 Sandiego, backpack - If f1 22,75
402,803 Nigel, asymmetrical ba - of f1 29,00
402,805 Passadena,backpack - It fl 24,25
402,806 Monterey, backpack - of f1 18,75
402,807 Carmel, backpack - it fl 27,50
402,808 Spurn, wallet - It f1 6,75
ISCARFS I
402,809 Sander, basic polar flei 1 size V.R. China fl 14,25
402,810 Derek, teddy fleece 1 size fl 13,50
IGLOVES
402,811 Duko, gloves basic flee 1 size V.R. China f1 9,00
402,812 Michel, gloves 2-face fl 1 size If f1 11,25
402,813 Dwight. gloves basic flE 1 size It fl 8,25
CAPS & HATS
402,814 Paul, hat basic polar fl(1 size V.R. China fl 10,00
402,816 Arno, hat curly fleece 1 size fl 15,75
402,817 Yvar, hat teddy fleece 1 size fl 14,50
402,818 Daniel, cap basic polar 1 size fl 8,25
402,819 Peterhead, cap cotton - 1 size fl 8,25
402,820 Falko, fisherman hat w 1 size fl 11,00
402,821 Mika, fisherman hat cc- 1 size f1 8,50

PRICELIST GAASTRA FALL WINTER 2000/2001

ARTICLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE of ORIGIN In DFL.1

IWOMENS ACCESSORIES I

IGLOVES & MITTENS
402,830 Sandra, mittens basic 1 1 size V.R. China fl
11,25
402,832 Iris, gloves polar fleece 1 size " f
9,00
CAPS & HATS
402,831 Goldie, hat basic polar 1 size V.R. China fl
10,00
402,833 Mona, hat basic polar f 1 size " fl
11,75
IJUNIOR ACCESSORIES
SCARFS
402,840 Yannik, teddy fleece 1 size V.R. China fl
10,25
402,844 Sander, basic polar fle( I size " fl
12,50

86
<PAGE> 41

IGLOVES & MITTENS
402,841 Xavier, mittens basic 5 1 size V.R. China fl
11,00
402,842 Dwight, gloves basic flE 1 size " fl
9,25
CAPS & HATS

402,843 Marc, hat basic polar fl 1 size V.R. China fl
11,00
402,845 Percy, hat basic polar f 1 size " fl
12,00
Ivan, hat teddy fleece 1 size fl 11,75
402,847 Daniel, cap basic polar 1 size fl
8,25
402,848 Peterhead, cap cotton 1 size fl
8,25
402,849 Olaf, cap wool 1 size fl 13,75

PRICELIST GAASTRA FALL WINTER 2000/2001

ARTiCLE COUNTRY EXPORT-PRICE
NUMBER DESCRIPTION SIZE of ORIGIN
In DFL

I UNISEX SHOES

402,010 Ayr 36-46 Portugal fl 70,00
402,011 Gary 36-46 fl 65,00
402,012 Weymouth 36-46 fl 65,00
402,013 Windermere 36-46 fl 75,00
402,014 Ryan 36-46 fl 72,00
402,015 Plymouth 36-46 fl 78,00
402,016 Shannon 36-46 fl 66,00
402,017 Kielder 36-46 fl 70,00
402,018 Mercey 36-46 fl 60,00
402,019 Cairn 36-46 fl 69,00
402,020 Coniston 36-46 fl 97,50
402,021 Solway 36-46 fl 72,00

WOMENS SHOES

402,030 Katrine WW's 36-41 Portugal fl
63,00

402,031 Clyde WW's 36-41 fl 64,00