PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of this 22nd day of May,
1996, by and among SUPREME INTERNATIONAL CORPORATION, a Florida corporation ("Purchaser"),
and MUNSINGWEAR, INC., a Delaware corporation (the "Company").
The Company is in the business of designing, sourcing, producing and distributing shirts and other apparel
products to retailers (including department stores, national chains, specialty and discount stores) and professional
golf shops utilizing the various trademarks and trade names listed on Schedule 1.1.1 hereto (the "Business").
Purchaser is in the business of designing, importing and marketing men's sportswear.
The parties hereto desire that Purchaser acquire certain assets of the Company related to the Business, which
assets are described in Section 1.1, in consideration of the payment of the "Purchase Price," as such term is
defined herein, and in consideration of Purchaser's other agreements in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, and of the representations, warranties and
agreements of the parties contained herein, the parties hereto do hereby agree as follows:
1. ASSET PURCHASE.
1.1 PURCHASE AND SALE OF ASSETS. The Company hereby agrees to sell, transfer and assign to
Purchaser or its designee, and Purchaser or its designee hereby agrees to acquire from the Company, on the
terms and conditions set forth herein, the following assets of the Company (collectively, the "Assets"):
1.1.1 TRADEMARKS AND TRADE NAMES. all of the Company's rights in and to the common law and
registered trade names and trademarks worldwide listed on Schedule 1.1.1 attached hereto and made a part
hereof, including all variants thereof and all goodwill associated therewith, and all registrations, applications and
other rights associated with the foregoing, whether issued or pending, for distribution through all channels
(collectively, the "Trademarks"), but excluding the tradema