GIANT GROUP LTD
LICENSE AND OPTION AGREEMENT ALARMEX
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>dex1010.txt
<DESCRIPTION>LICENSE AND OPTION AGREEMENT ALARMEX
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.10

                         LICENSE AND OPTION AGREEMENT


     AGREEMENT dated this 31st day of October 2000 by and between Alarmex
Holdings, L.L.C., a Delaware limited liability company ("Licensee"), and Century
Business Credit Corporation., a New York corporation ("Licensor").

                             W I T N E S S E T H:

     WHEREAS, pursuant to the terms of a Factoring Agreement by and between
Licensor and Periscope Sportswear, Inc. ("Periscope"), dated as of August 10,
1999, as amended (the "Factoring Agreement"), Licensor acquired a first priority
security interest in and to all or substantially all of the assets and
properties of Periscope; and

     WHEREAS, certain events of default have occurred and are continuing under
the Factoring Agreement and Periscope, simultaneously with the execution of this
Agreement, shall grant to Licensor, as Periscope's senior secured creditor,
peaceful possession or certain assets of Periscope pursuant to a peaceful
possession letter (the "Possession Agreement"), a copy of which is attached
hereto as Exhibit A ; and
          ---------

     WHEREAS, Licensee desires to purchase from Licensor and Licensor desires to
sell to Licensee, certain of Periscope's right, title and interest in and to
certain assets of Periscope (the "Assets") pursuant to a Secured Party General
Conveyance and Bill of Sale (the "Purchase Agreement") in a transaction under
Section 9-504 of the Uniform Commercial Code as adopted in the State of New York
("UCC") in which Licensee shall obtain title to the Assets free and clear of all
claims, liens, charges and encumbrances junior to Licensor and free and clear of
all claims, liens, charges and encumbrances of Licensor as secured party, other
than pursuant to this Agreement; and

     WHEREAS, pursuant to a Trademark Assignment (the "Trademark Assignment"), a
copy of which is attached hereto as Exhibit B, Periscope has conveyed to
                                    ---------
Licensor all of Periscope's right, title and interest in and to certain
trademarks owned by Periscope (the "Trademarks") and pursuant to the Possession
Agreement has granted to Licensor peaceful possession of certain other general
intangibles owned by Periscope (with respect to which a security interest
therein may be perfected under Article 9 of the UCC), which such general
intangibles include, without limitation (to the extent owed by Periscope), the
following: tradenames, trade dress, patents, claims, goodwill, relations with
vendors, suppliers and customers, (including merchant and vendor id numbers),
computer software, systems and other means of doing business (including, without
limitation, as more fully set forth on Schedule A hereto) and all such other
                                       ----------
general intangibles necessary or appropriate (i) for completion of certain
contracts in process, (ii) creation of new contracts, (iii) fulfillment of such
contracts in the ordinary course of business, and (iv) continuation of the
business and goodwill of Periscope heretofore conducted under such names and
with such assets and property substantially as heretofore conducted by
Periscope, which shall, together with the Trademarks and Additional Trademarks
(as hereafter defined), be referred to collectively as the "Licensed Property";
and
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     WHEREAS, as a condition to the closing of the Purchase Agreement, Licensor
has agreed to license to Licensee all rights possessed by Licensor that may be
necessary or appropriate to operate a newly established business enterprise for
the purposes of utilizing the Licensed Property as well as Assets acquired
pursuant to the Purchase Agreement and under the names heretofore utilized by
Periscope and grant the licenses provided herein, including, without limitation,
the exclusive worldwide right to manufacture, make, have made, use and sell
products based on the Licensed Property and Licensee desires to utilize such
assets and properties in continuation of the lines of business heretofore
operated by Periscope, pursuant to its business plans therefor; and

     WHEREAS, Licensor and Licensee have entered into the New Factoring
Agreement (as hereafter defined) pursuant to which Licensee has assumed the
obligation for the Initial Advance for the procurement of inventory prior to the
date hereof and the Purchase Advance in connection with the deferral of an
amount due and owing under the Purchase Agreement, which obligations shall
become due and payable in accordance with the terms of the Purchase Agreement.

     NOW, THEREFORE, the parties hereto, intending legally to be bound, agree as
follows:

          1.    Definitions. For purposes of this Agreement, the following terms
                -----------
     shall have the following meanings:

          1.1.  "Additional Trademarks" shall mean any marks hereafter adopted
                 ---------------------
     and used by Licensee for wearing apparel or related goods which are
     confusingly similar to any Trademark (including but not limited to any mark
     which includes the words DIRECTIVE, DIRECTIVES or FIBERGENICS).

          1.2.  "Affiliate" of an entity shall mean any corporation, limited
                 ---------
     liability company, partnership, joint venture or other entity that
     controls, is controlled by or is under common control with such entity.

          1.3.  "Century Adjusted Deficiency Amount" shall mean the amount of
                 ----------------------------------
     the overadvance existing under the Factoring Agreement on the date of this
     Agreement (but not more than $7.0 million) as shown in the financial
     records of Licensor, less (without duplication and without giving effect to
     any cash collateral applications to such overadvance made by Licensor) (i)
     all amounts received by Licensor in collected funds on and after the date
     hereof in payment of Periscope's obligations to Licensor under the
     Factoring Agreement (the "Periscope Obligations"); (ii) all amounts
     received in collected funds by Licensor on and after the date hereof
     pursuant to Section 3 of this Agreement and in respect of purchase price
     payments under the Purchase Agreement; (iii) all amounts received in
     collected funds by Licensor on and after the date hereof in reduction of
     the Periscope Obligations which are paid under any guaranty, indemnity,
     surety, policy of insurance, bond or right of set-off, (iv) all amounts
     received in collected funds by Licensor on and after the date hereof (net
     of all costs and expenses associated with such disposition) arising out of
     Licensor's sale or other disposition of collateral granted to Licensor
     under the Factoring Agreement and (v) all royalty payment reductions
     expressly

                                       2
<PAGE>

     permitted by the provisions of Section 3.5 hereof. For the absence of
     doubt, by way of example (and without limitation), the Century Adjusted
     Deficiency Amount shall be reduced in the amount of and from the following
     sources (without duplication): (i) payment of the purchase price under the
     Purchase Agreement in the amount actually received by Licensor in collected
     funds; (ii) proceeds of sales of Periscope inventory by Licensor or on
     Licensor's behalf by Licensee, in the net amount thereof (after deduction
     of costs and expenses of sale) actually received by Licensor in collected
     funds; (iii) proceeds of accounts receivable of Periscope actually received
     by Licensor in collected funds on and after the date hereof (net of
     discounts, charge backs and allowances) and (iv) royalties actually
     received by Licensor in collected funds under and in accordance with
     Section 3 hereof.

          1.4.   "Contract Period" shall mean the period beginning with the date
                  ---------------
     of this Agreement and ending on the date on which this Agreement terminates
     in accordance with the provisions of Section 7 hereof.

          1.5.   "Current Orders" shall have the meaning set forth in Section
                  --------------
     3.2 hereof.

          1.6.   "Excluded Product" shall mean any product that is not made,
                  ----------------
     used or sold in reliance on any of the licenses hereunder.

          1.7.   "Initial Advance" shall mean the amount of $200,000 advanced by
                  ---------------
     Licensor to Periscope on October 6, 2000 for the procurement of goods that
     constitute Current Orders.

          1.8.   "Licensed Product" shall mean any product that is made, used or
                  ----------------
     sold in reliance on the trademarks and tradenames licensed hereunder as set
     forth on Exhibit C hereto.
              ---------

          1.9.   "Maximum Royalty Amount" shall mean the lesser of (i) $7.0
                  ----------------------
     million or (ii) the Century Adjusted Deficiency Amount.

          1.10.  "Net Sales" shall mean the invoiced price of finished products
                  ---------
     (after deduction of credits for returns of defective products and customary
     shipping expenses, including shipping insurance) that comprise (or to which
     are attached) Licensed Products sold to ultimate customers by or on behalf
     of Licensee and its Affiliates, less discounts, credits allowances, give-
     backs, rebates, transportation expenses, insurance costs, customs duties,
     export license fees, sales or excise taxes or fees, duties assessments or
     other charges in the nature of the foregoing (without duplication);
     provided that, for purposes of this definition, (i) if Licensee shall sell
     any Licensed Product through an Affiliate, the invoiced price subject to
     royalties under Section 3 hereof shall be that charged to the ultimate
     customer by or on behalf of such Affiliate, and (ii) if a Licensed Product
     sold by or on behalf of Licensee or an Affiliate is attached to another
     finished product, then Net Sales for purposes of determining royalties
     under Section 3 hereof shall be based on the revenues to Licensee and its
     Affiliates derived from the invoiced price of that portion of such finished
     product representing the portion attributable to the Licensed Product.

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          1.11.  "New Factoring Agreement" means that certain factoring
                  -----------------------
     agreement and related agreements entered into as of the date hereof by and
     between Licensor and Licensee, as amended, modified and supplemented from
     time to time.

          1.12.  "Purchase Advance" means the amount of $250,000 due and owning
                  ----------------
     from Licensee to Licensor under the Purchase Agreement which constitutes a
     deferred portion of the Purchase Price payable by Licensee to Licensor
     under and is defined in the Purchase Agreement and which constitutes and
     obligation of Licensee to Licensor under the New Factoring Agreement.

          2.     Grant of Exclusive License. In consideration of Licensee's
                 --------------------------
agreements hereunder, and subject to the terms and conditions hereof, Licensor
hereby grants to Licensee an exclusive worldwide right and license (without any
retained right in Licensor, other than Licensor's ownership interest) to use the
Licensed Property in connection with the manufacture, advertising, promotion,
use, sale and distribution of Licensed Products. This grant includes the full
right to grant sublicenses to others, but only pursuant to a written
sublicensing agreement which shall be approved in advance by Licensor (which
approval shall not be unreasonably withheld). This grant includes the right to
have completed and sell Licensed Products in process and to utilize vendors and
subcontractors without restriction. Licensee shall promptly advise Licensor if
and when any Additional Trademarks are adopted and used. Licensee understands
and agrees that Licensor shall own all such Additional Trademarks, subject to
the rights of Licensee under this Agreement. If Licensee wishes to have Licensor
register any Additional Trademarks, it shall notify Licensor of its desire for
such registration, and Licensor shall cooperate with Licensee, and execute all
documents reasonable and necessary, in connection with any such application.
Registration of any Additional Trademarks shall be at the expense of Licensee.

          3.     Royalties. In consideration of the grant of the exclusive
                 ---------
license under Section 2 hereof, Licensee shall make payments (the "Royalty
Payments") to Licensor as follows, provided, however, that the total of all such
payments shall not exceed the Maximum Royalty Amount:

          3.1.   Current Order Payments. Commencing on the date hereof during
                 ----------------------
     the Contract Period, Licensee shall pay Licensor royalties, payable monthly
     as provided in Section 4.2 hereof, in an amount equal to five percent (5%)
     of Net Sales of Licensed Products constituting Current Orders.
     Notwithstanding the foregoing, solely with respect to the three (3)
     purchase orders constituting Current Orders assigned by Midisys, Inc. to
     Licensee pursuant to a Bill of Sale dated and as in effect on the date
     hereof, Net Sales shall be calculated without giving effect to the four
     percent (4%) over billing relating thereto.

          3.2.   "Current Orders" for the purposes hereof, shall consist of the
                  --------------
      booked sales orders identified on Exhibit D hereto.
                                        ---------

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          3.3.   Earned Royalties.  Licensee shall pay Licensor earned royalties
                 ----------------
     ("Earned Royalties"), during the Contract Period, payable as provided in
     Section 4.2 hereof, at the rate of two (2%) percent on all Net Sales of
     Licensed Products other than Current Orders ("New Orders").

          3.4.   Payments. Payments shall be made in such manner and to such
                 --------
     parties in accordance with this Agreement as shall be directed by Licensor
     pursuant to written instructions certified by a suitable officer of
     Licensor. In the absence of direction, Licensee shall make all payments to
     Licensor in immediately available funds in accordance with the following
     wire transfer instructions:

                 Bank:    The Chase Manhattan Bank
                 ABA#:    021000021
                 Account: 003-002330
                 For the Account of:  Century Business Credit Corporation

     Unless payment in another currency is agreed, all payments hereunder shall
     be in U.S. Dollars at the exchange rate published in the Wall Street
     Journal three (3) days prior to the date required for payment.

          3.5.   Royalty Payment Reductions. Notwithstanding anything contained
                 --------------------------
     in this Agreement to the contrary, (a) in the event Licensee incurs and
     actually pays to the United States Customs Service ("Customs") duty fees
     and/or other amounts (collectively, the "Customs Duties") arising solely
     out of Customs Duties attributable to Periscope (but not paid by Periscope)
     and Licensee provides to Licensor supporting evidence therefor reasonably
     satisfactory to Licensor in the exercise of its good faith discretion (the
     "Licensee Customs Payments"), then Licensee shall be permitted to deduct
     from Royalty Payments then and thereafter owing by Licensee to Licensor an
     aggregate amount equal to fifty percent (50%) of all Licensee Customs
     Payments actually paid by Licensee to Customs together with reasonable
     attorneys' fees incurred by Licensee in connection with such Custom Duties;
     and (b) in the event Licensee incurs and actually pays to Raymond Kuslansky
     ("RM") any amounts arising out of any settlement negotitations relating to
     a threatened claim or any amounts arising out of any litigation instituted
     by RM against Licensee relating in any manner whatsoever to RK's employment
     agreement (as in effect on the date hereof) with Periscope and/or incurs
     and actually pays any reasonable attorneys fees in connection with the
     defense and/or settlement of any such litigation and Licensee provides to
     Licensor supporting evidence therefor reasonably satisfactory to Licensor
     in the exercise of its good faith discretion (the "Licensee Kuslansky
     Payments"), then Licensee shall be permitted to deduct from Royalty
     Payments then and thereafter owing by Licensee to Licensor an aggregate
     amount equal to all Licensee Kuslansky Payments actually paid by Licensee;
     provided, however, Licensee shall consult in good faith with Licensor and
     --------  -------
     Giant Group, Ltd. ("Giant") in connection with such defense and/or
     settlement and shall not enter into any such settlement without Giant's and
     Licensor's prior written approval (which such approval shall not be
     unreasonably withheld or delayed).

                                       5
<PAGE>

          3.6.   Option.  Licensor hereby grants to Licensee an exclusive
                 ------
     irrevocable option to acquire the entire right, title and interest in and
     assignment of all Licensed Property, in such form as is appropriate for the
     conveyance thereof and recordation with the Patent and Trademark office or
     other appropriate registration office, for the sum of $1.00 following
     Licensor's receipt of royalty payments under and in accordance with the
     terms of Section 3 hereof in an amount sufficient to reduce the Century
     Adjusted Deficiency Amount to zero ($0), but in no event in an aggregate
     amount greater than $7,000,000.

          4.     Records, Reports, Payments and Inspection.
                 -----------------------------------------

          4.1.   Records. Licensee shall keep adequate and complete books and
                 -------
     records showing the dates and amounts of Net Sales of Licensed Products and
     the customers to whom such sales are made.

          4.2.   Reports and Payments. Licensee shall, within ten (10) days
                 --------------------
     after the end of each calendar month during the Contract Period, furnish to
     Licensor certified written reports showing Net Sales by or for it and its
     Affiliates during such calendar month; and (i) other than with respect to
     payments required to be made in accordance with the provisions of the
     following clause "(ii)", Licensee shall pay to Licensor, in immediately
     available funds, within the aforementioned 10-day period, the royalty
     payments required pursuant to Section 3 hereof in respect of Net Sales made
     during such calendar month for which payment has been received by Licensee
     or its Affiliates; and (ii) with respect to New Orders arising during the
     period commencing on the date hereof and ending on October 24, 2001 (the
     "Specified Period"), Licensee shall pay to Licensor, in immediately
     available funds, within ten (10) days after the last day of the Specified
     Period, the cumulative amount of Earned Royalties (without any interest
     thereon) which have accrued during the Specified Period and are payable to
     Licensor pursuant to Section 3.3 hereof. If the Contract Period ends other
     than on the last day of a calendar month, a certified written report with
     respect to the period during the Contract Period not covered as of the
     preceding report shall be furnished, and if the Contract Period ends other
     than on the last day of a calendar month, payment of outstanding royalties
     due hereunder for such period shall be made, within ten (10) days after the
     end of the Contract Period. If Licensee sells remaining inventory after the
     Contract Period is ended, certified written reports with respect to each
     calendar month or portion thereof within such sell-off period (the "Sell-
     Off Period") shall be furnished to Licensor, and if the Sell-Off Period
     ends other than on the last day of a calendar month, payment of outstanding
     royalties due hereunder for such period shall be made, within ten (10) days
     after the end of the Sell-Off Period. All reports shall be substantially in
     the form of Exhibit E hereto, with such modifications as are reasonably
     required by Licensor or Licensee.

          4.3.   Inspection.  All books and records kept pursuant to Section 4.1
                 ----------
     hereof shall be open to inspection by Licensor during reasonable business
     hours to the extent necessary for the purpose of verifying dates and
     amounts of Net Sales and any other information furnished by Licensee to
     Licensor pursuant to Section 4.2 hereof.  In addition, an inspection of all
     books and records kept pursuant to Section 4.1 hereof may

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<PAGE>

     be made not more often than once in each calendar year, at Licensor's
     expense (except as otherwise provided in Section 4.4 hereof), by a
     qualified accountant appointed by Licensor to whom Licensee has no
     reasonable objection. Licensee shall not be required to retain any such
     books and records for more than five (5) years after the close of any
     calendar quarter to which such books and records relate unless they are the
     subject of a dispute between Licensor and Licensee, in which case such
     books and records shall be retained until such dispute has been finally
     resolved. Nothing contained herein shall limit in any manner whatsoever
     Licensor's inspection rights granted under the Factoring Agreement and the
     New Factoring Agreement.

          4.4.   Reimbursement of Deficiencies. If any inspection conducted
                 -----------------------------
     pursuant to Section 4.3 hereof reveals a deficiency in any reports or
     payments by Licensee pursuant to Section 4.2 hereof during any month in an
     amount of $25,000 or more, Licensee shall reimburse Licensor for all
     reasonable out-of-pocket costs of such inspection and for any further
     reasonable costs incurred by Licensor directly as a result of any such
     reporting deficiencies, and Licensee shall pay any such payment deficiency
     to Licensor with interest thereon accruing from the original due date to
     but not including the date of payment at a per annum rate equal to 10% or,
     if lower, the highest rate permitted under applicable law.

          4.5.   Reports by Licensor. Licensor shall keep adequate and complete
                 -------------------
     books and records showing the dates and amounts of all credits and
     transactions affecting the amount owing by Periscope and its Affiliates
     under the Factoring Agreement, including the amount of the Century Adjusted
     Deficiency Amount. Licensor shall, within thirty (30) days after the end of
     each calendar month during the Contract Period, furnish to Licensee
     certified written reports showing the amount of the Century Adjusted
     Deficiency Amount and the calculation thereof. All books and records kept
     pursuant to this Section 4.5 shall be open to inspection by Licensee during
     reasonable business hours to the extent necessary for the purpose of
     verifying dates and amounts of credits and adjustments and any other
     information furnished by Licensor to Licensee pursuant to this Section 4.5.

          5.     Third-Party Infringement.
                 ------------------------

          5.1.   If either party shall become aware of any infringement,
     dilution or other actionable misuse of any Licensed Property, then such
     party shall promptly give notice thereof to the other party and the parties
     shall consult in good faith as to whether to assert any claim or commence
     legal action.

          5.2.   Licensee shall have the initial right to prosecute any such
     claim, and to select legal counsel with respect thereto. Licensee shall pay
     all legal fees and costs in connection therewith and shall keep Licensor
     reasonably informed about the status of the claim or litigation. Licensor
     shall join as a party to any litigation, if reasonably requested by
     Licensee, and shall fully cooperate in its prosecution, with Licensee
     paying all legal fees and costs in connection therewith. Any monetary
     recovery from any such litigation shall be retained by Licensee.

                                       7

<PAGE>

          5.3.   If, after notice given in accordance with subparagraph 5.1,
     Licensee elects not to assert any claim, Licensor shall have the right to
     do so in its own name. If Licensor prosecutes any such claim, it shall
     select legal counsel and pay all costs and fees in connection therewith.
     Licensee shall join as a party to the litigation if Licensor deems it
     necessary or desirable, and shall fully cooperate in its prosecution, with
     Licensor paying all legal fees and costs in connection therewith. Any
     monetary recovery from any such litigation shall be retained by Licensor.

          5.4.   Neither party shall settle any action relating to the Licensed
     Property if by virtue of such settlement any party to this Agreement is
     required to acknowledge an infringement or pay any damages or assume any
     other obligation that affects its business or reputation, without the
     express written consent of such party.

          6.     Liability Indemnification/Quality Controls. (a) Licensor
                 ------------------------------------------
assumes no responsibility for the manufacture, product specifications or end-use
of any products that are manufactured, used or sold by or for Licensee or its
Affiliates under the Licensed Property. No warranties made in connection with
any such products by Licensee, its Affiliates or their respective agents, as
manufacturer and/or seller, shall directly or impliedly obligate Licensor.

     (b)  Licensor makes no representations or warranties with respect to the
Licensed Property licensed hereunder other than that (i) Licensor has received
no notice that any third-party license or consent is required by or for the
manufacture, use or sale of Licensed Products by or on behalf of Licensee, and
(ii) pursuant to (a) the Trademark Assignment, Periscope sold and conveyed to
Licensor all of Periscope's right, title and interest in and to the Trademarks
identified on Exhibit C attached hereto and (b) the Possession Agreement,
              ---------
Periscope granted peaceful possession to Licensor of all other assets of
Periscope constituting Licensed Property and as a result thereof Licensor may
convey to Licensee all of Periscope's right, title and interest in and to the
Licensed Property, free and clear of all security interests, mortgages, liens,
claims, charges, restrictions, equities, easements, pledges, rights-of-way and
encumbrances subordinate to Licensor's security interest in the Licensed
Property and can sell to Licensee the property under the Purchase Agreement and
grant the license and option hereunder of Licensed Property to License pursuant
to this Agreement (collectively, "Security Interests") subject only to those
Security Interests that would be subject to the exclusive license granted
hereunder.

     (c)  Licensor further represents and warrants in each case to the best of
its knowledge, without making any independent investigation, that it has no
actual knowledge that (i) Periscope in connection with its business uses any
trademarks, services marks, tradenames, patents or copyrights or applications
therefor, other than the Trademarks and tradenames specifically set forth on
Exhibit C attached hereto (the "Marks"), (ii) any Mark is subject to any
---------
license, royalty arrangement or dispute, (iii) any product manufactured, used or
sold by Periscope or any manufacturing process heretofore used by Periscope
infringes or conflicts with the right of any third party, (iv) any product
manufactured, used or sold by, or manufacturing process used by, any person,
firm or entity infringes or conflicts with any Mark, (v) it has not received
written

                                       8
<PAGE>

notification of Periscope's infringement of the rights of any third party or any
other party's infringement of any Mark; and (vi) any Mark infringes any
trademark or tradename of others in the United States of America or any other
county in which such Mark has been used by Periscope in connection with
Periscope's manufacture, use or sale of any product or otherwise.

     (d)  In the event a claim is made against Licensee and such claim
constitutes a breach by Licensor of one or more of the representations or
warranties made by Licensor to Licensee under this Section 6, upon Licensee's
promptly advising Licensor of any such claim and providing Licensor with the
right to defend such claim at Licensor's sole cost and expense by counsel of
Licensor's choosing, then with respect to Licensor's breach of such warranty and
representation Licensor shall be liable to Licensee to the extent of damages, if
any, actually suffered by Licensee, but limited nevertheless to an amount equal
to (a) that portion of the Purchase Price actually received by Licensor under
and as defined in the Purchase Agreement minus (b) any and all amounts
                                         -----
theretofore paid by Licensor to Licensee in connection with a breach by Licensor
of its representations and warranties to Licensee under the Purchase Agreement.

     (e)  Licensee hereby covenants and agrees that the Licensed Property that
it shall hereafter manufacture, use or sell shall be of high standard and of
such quality and appearance as shall, in the reasonable judgment of Licensor, be
reasonably adequate and suited to their exploitation to the advantage and to the
protection and enhancement of the Licensed Property, and the goodwill pertaining
thereto. Upon request of Licensor, Licensee shall forward to Licensor production
samples of Licensed Products, and shall permit Licensor or its designated agents
access, upon reasonable advance notice, to Licensee's facilities during regular
business hours, and shall comply with Licensor's reasonable instructions with
respect to quality and production issues relating to Licensed Property. Licensee
covenants and agrees that it will not take any action that would denigrate the
value of, or render invalid, the Licensed Property. Licensee acknowledges that
Licensor owns the Licensed Property, agrees it will do nothing inconsistent with
such ownership and agrees to assist Licensor in recording this Agreement with
appropriate government authorities. Licensee agrees that it will not attack the
title of Licensor to the Licensed Property.

          7.    Term and Termination; Effects of Termination.
                --------------------------------------------

          7.1.  Term.  Unless sooner terminated in a manner herein provided,
                ----
     this Agreement and the licenses herein granted shall continue in force
     until such time as Licensor's receipt of royalty payments under and in
     accordance with the terms of Section 3 hereof in an amount sufficient to
     reduce the Century Adjusted Deficiency Amount to zero ($0), but in no event
     in an aggregate amount greater than $7,000,000.

          7.2.  Termination. This Agreement may be terminated at any time prior
                -----------
     to the term set forth in Section 7.1. hereof, as follows:

                7.2.1.   By Agreement. If at any time after the effective date
                         ------------
          of this Agreement Licensor and Licensee, jointly upon mutual
          agreement, elect to

                                       9

<PAGE>

          terminate this Agreement in a writing setting forth the effective date
          of such termination.

                7.2.2.   By Breach. If Licensee or Licensor shall breach any of
                         ---------
          the covenants contained in this Agreement to be performed by either of
          them, Licensee or Licensor, as the case may be, may terminate this
          Agreement, at its option and without prejudice to any of its other
          legal or equitable rights and remedies, by giving the other party
          thirty (30) days' prior written notice of such breach and termination
          unless the other party within such period shall have rectified such
          breach to the other party's reasonable satisfaction.

                7.2.3.   By Bankruptcy. If Licensee shall become insolvent,
                         -------------
          suspend business, file a voluntary petition, file an answer admitting
          the material allegations of, or consent to, an involuntary petition
          pursuant to (or purporting to be pursuant to) any reorganization or
          insolvency law of any jurisdiction, make an assignment for the benefit
          of creditors, or apply for or consent to the appointment of a receiver
          or trustee of a substantial part of its property, then to the extent
          permitted by law Licensor may immediately terminate this Agreement by
          giving written notice of such termination to Licensee.

                7.2.4    By Payment Deficiency. If at the end of any yearly
                         ---------------------
          anniversary of this Agreement during the Contract Term, Licensee shall
          not have paid and Licensor shall not have received in collected funds
          royalty payments pursuant to Section 3.3 hereof ("Royalties") in an
          amount at least equal to $500,000 for each such twelve-month period,
          giving effect during the first twelve-month period hereto to Earned
          Royalties accrued but not paid pursuant to Section 4.2 hereof, then
          Licensor may terminate this Agreement and the license granted
          hereunder, at its option, by giving Licensee thirty (30) days' prior
          written notice, provided, however, that Licensee may, at its option,
          make all payment of Royalties to Licensor during such period (taking
          into account such Earned Royalties) in which case such notice of
          termination shall not be effective.

                7.3.     Effects of Termination. Upon termination of this
                         ----------------------
          Agreement for any reason, the license granted under Section 2 hereof
          shall be terminated but, notwithstanding such termination, Licensee's
          obligation to pay Licensor any amounts payable hereunder with respect
          to Net Sales made prior to such termination, and the parties'
          respective obligations under Sections 6, 8 and 9 hereof, shall in each
          case survive such termination.

          8.    Confidential Information. Licensee and Licensor shall each treat
                ------------------------
as confidential, use only in connection with this Agreement and not disclose to
any unauthorized third parties, any and all Confidential Information disclosed
to it or any of its Affiliates until three (3) years after the end of the
Contract Period. All Confidential Information disclosed by Licensor shall be
either disclosed in writing and designated "confidential" or, if disclosed
orally, confirmed by Licensor in writing and designated "confidential" within
thirty (30) days after such disclosure. For purposes of this Section 8,
"Confidential Information" shall mean: (i) any infor-

                                      10

<PAGE>

mation pertaining to the Licensed Property or any know-how related thereto
disclosed by Licensor to Licensee or any of its Affiliates to the extent that,
as of the date of such disclosure, such information is not (a) otherwise known
to Licensee, (b) in the public domain, (c) required to be disclosed by Licensee
or such Affiliate by governmental regulation or court order or (d) obtained by
Licensee or such Affiliate from a third party without binder of secrecy and
having no confidentiality obligation to Licensor; (ii) any information
concerning sales, products and royalty amounts disclosed by Licensee in the
monthly reports furnished to Licensor pursuant to Section 4.2 hereof to the
extent that, as of the date of such disclosure, such information is not (a)
otherwise known to Licensor, (b) in the public domain, (c) required to be
disclosed by Licensor by governmental regulation or court order or (d) obtained
by Licensor from a third party without binder of secrecy and having no
confidentiality obligation to Licensee or its Affiliates; and (iii) the terms of
this Agreement (provided that Licensor may publicly announce that this Agreement
                --------
has been entered into with Licensee, subject to Licensee's prior approval, and
may include additional information which Licensee agrees may be included in such
announcement); provided that information shall no longer constitute Confidential
               --------
Information when, through no fault or omission of Licensee or any of its
Affiliates or of Licensor, as the case may be, such information either (1)
enters the public domain or (2) is required to be disclosed by governmental
regulation or court order.

          9.    Miscellaneous Provisions.
                ------------------------

          9.1.  Assignment. This Agreement is not assignable by either party
                ----------
     hereto without the other party's prior written consent except by Licensor
     to an entity that is acquiring substantially all of Licensor's business and
     assets. Any purported assignment not complying with the terms of this
     Section 9.1 shall be void.

          9.2.  Applicable Law.  This Agreement shall be construed, governed,
                --------------
     interpreted and applied in accordance with the internal laws of the State
     of New York without regard to principles of conflicts of laws.

          9.3.  Non-Use of Names; Marking.  Licensee shall not use the name of
                -------------------------
     Licensor or any adaptation thereof in any advertising, promotional or sales
     literature without the prior written consent of Licensor, except that
     Licensee may in its marketing and other literature reasonably acknowledge
     that it is licensed by Licensor under the Licensed Property.

          9.4.  Licensee agrees to defend, indemnify and hold Licensor, its
     employees and agents harmless from and against all claims, damage, suits
     and expenses (including without limitation reasonable attorneys' fees,
     court costs and other litigation expenses) arising by reason of or in
     connection with the manufacturing, distribution, advertising or promotion
     by Licensee of the Licensed Products on and after the date of this
     Agreement. The insurance coverage provided by Licensee to Licensor under
     the New Factoring Agreement shall include product liability insurance from
     a qualified insurance company against any and all claims, demands and
     causes of action arising out of any alleged defects in or failure to
     perform by the Licensed Products or any material used in connection
     therewith. Such insurance shall be in the amount of at least $2,000,000 for

                                       11
<PAGE>

     bodily injury and $2,000,000 for property damage per occurrence worldwide.
     Licensor shall be named as additional insured party as its interests may
     appear. Such insurance policy shall provide that it may not be modified or
     canceled except upon thirty (30) days' advance written notice by the
     insurer to Licensor. Licensee shall furnish Licensor with a certificate of
     insurance evidencing the aforesaid insurance coverage.

          9.5.  Severability.  If any provision of this Agreement shall be
                ------------
     adjudicated invalid or unenforceable, such invalidity or unenforceability
     shall not in any manner affect or render invalid or unenforceable any other
     provision of this Agreement and such adjudication shall apply only in the
     particular jurisdiction in which such adjudication is made, and this
     Agreement shall be carried out as if any such invalid or unenforceable
     provision were not contained herein; provided, however, to the extent any
                                          --------  -------
     provision hereof is deemed unenforceable by virtue of its scope in terms of
     area or length of time, but may be enforceable with limitation thereon, the
     parties agree that the same shall nevertheless be enforceable to the
     fullest extent permissible under the laws and public policies applied in
     such jurisdiction in which enforcement is sought.

          9.6.  Notices. All notices and communications provided for hereunder
                -------
     shall be deemed given when sent in writing if mailed with return receipt
     requested or delivered by hand, by courier or by overnight delivery or by
     facsimile transmission (with electronic confirmation of receipt) to the
     following addresses or such other address as may be fixed by notice:

          To Licensor:        Century Business Credit Corporation
                              119 West 40/th/ Street
                              New York, NY 10018
                              Attention: Chris Goll
                              Facsimile:

          with a copy to:     Hahn & Hessen, LLP
                              350 Fifth Avenue
                              New York, NY 10118
                              Attention: Gil Backenroth, Esq.
                              Facsimile:  212-594-7167

          To Licensee:        Alarmex Holdings, L.L.C.
                              Madison Partners, LLC
                              444 Madison Avenue
                              New York, New York 10022
                              Attention: William Spier and Irving Kagan


          9.7.  Benefits. All terms and provisions of this Agreement shall bind
                --------
      and inure to the benefit of the parties hereto and their respective
      successors and permitted assigns.

                                       12
<PAGE>

          9.8.   Counterparts. This Agreement may be executed simultaneously in
                 ------------
     one or more counterparts, each of which shall be deemed to be original but
     all of which together shall constitute one and the same agreement.

          9.9.   Headings; References. The headings in this Agreement are
                 --------------------
     intended solely for convenience of reference and shall be given no effect
     in the construction or interpretation of this Agreement. References to
     sections are to sections of this Agreement, as amended from time to time,
     unless otherwise indicated.

          9.10.  Entire Understanding; Waiver and Amendment.  This Agreement
                 ------------------------------------------
     constitutes the entire understanding between the parties hereto with
     respect to the subject matter hereof.  No waiver or amendment of any
     provision hereof or release of any right hereunder shall be valid unless
     the same is in writing and is consented to by the party to be bound
     thereby.  No waiver by either party hereto in respect of any breach of this
     Agreement shall constitute a waiver in respect of any other breach of this
     Agreement.

                        [SIGNATURE LINES ON NEXT PAGE]

                                       13
<PAGE>

     IN WITNESS HEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                                        CENTURY BUSINESS CREDIT CORPORATION


                                        By: /s/ CHRISTOPHER GOLL
                                           ----------------------------------
                                        Name:   Christopher Goll
                                        Title:  Senior Vice President


                                        ALARMEX HOLDINGS, L.L.C.


                                        By: /s/ I. KAGAN
                                           ----------------------------------
                                        Name:  I. Kagan
                                        Title: Attorney



AGREED TO AND ACCEPTED:

PERISCOPE SPORTSWEAR, INC.


By: /s/ RAY KUSLANSKY
   ---------------------------
Name:   Ray Kuslansky
Title:  Vice President


GIANT GROUP, LTD.


By: /s/ DAVID GOTTERER
   ---------------------------
Name:   David Gotterer
Title:  Vice Chairman

                                       14
<PAGE>

                                   EXHIBIT A
                                   ---------

                              Possession Agreement

                                                                October 31, 2000

Century Business Credit Corporation
119 West 40th Street
New York, New York 10018

Gentlemen:

          Pursuant to the terms of a Factoring Agreement by and between the
undersigned and you dated as of August 10, 1999, the undersigned is indebted to
you in the sum of approximately $14,387,000 plus interest from October 1, 2000
and costs, secured by security interests in your favor in all accounts,
inventory, machinery, equipment, general intangibles and all other assets of the
undersigned (the "Collateral").  Because of the inability of the undersigned to
currently pay its accelerated debts and obligations to you, the undersigned
herewith grants to you, effective as of 12:01 a.m. on October __, 2000, all
rights of possession in and to the Collateral of the undersigned to be disposed
of, as you, in your best discretion, deem advisable and for you to credit the
net proceeds resulting from any sale or other disposition to the account of the
undersigned with you.  Any such net proceeds remaining after application thereof
to the undersigned's indebtedness to you (together with interest and costs)
shall be remitted to the undersigned.

          Subject to the rights of any landlord, this letter also serves as an
authorization to any employee of the undersigned or any third party to grant
you, and the undersigned hereby grants you, full and complete access to any
premises where the Inventory is located to allow you to take possession of any
such Inventory in order to enforce your rights against and collect the liability
due to you from the undersigned.  In addition, you may designate a custodian who
shall have the right, among other things, to change the locks on all gates and
doors providing access to such premises or the Inventory.

          The undersigned further acknowledges that it has defaulted in the
payment of its accelerated debts and obligations to you and hereby waives and
renounces all of its rights to notification under Section 9-504 of the Uniform
Commercial Code ("UCC") as to the sale or other disposition by you of the
Inventory and under Sections 9-505 and 9-506 of the UCC regarding acceptance of
collateral as discharge of the obligations of the undersigned to you and waiver
of the undersigned's right to redeem collateral, respectively.

                                       15
<PAGE>

          The undersigned knowingly and intelligently waives any rights it may
have to notice and a hearing before a court of competent jurisdiction and
consents to your entry on the premises where the Inventory is located for the
purposes set forth herein.

                              Very truly yours,

                              PERISCOPE SPORTSWEAR, INC.

                              By /s/ Ray Kuslansky
                                 ------------------------
                                 Name: Ray Kuslansky
                                 Title: Vice President


                                      16
<PAGE>


                             CONSENT OF GUARANTOR

          The undersigned as a guarantor of the debts and obligations of
Periscope Sportswear, Inc. ("Client") to Century Business Credit Corporation
("Century") hereby consents to the aforesaid letter granting peaceful possession
described therein and hereby waives and renounces all of its rights to
notification under (S)9-504 of the Uniform Commercial Code ("UCC") as to the
sale or disposition by Century of the above described Inventory, and under
(S)(S)9-505 and 9-506 of the UCC regarding acceptance of the Inventory as
discharge of the obligations of Client to Century, and waiver of the right to
redeem the Inventory, respectively.


                                         GIANT GROUP, LTD.


                                         By: /s/ David Gotterer
                                             -------------------------
                                             Name: David Gotterer
                                             Title: Vice Chairman


                                      17
<PAGE>

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


          On this 31 day of October, 2000, before me personally came Ray
Kuslansky to me known, who, being by me duly sworn, did depose and say that he
is the Vice President of PERISCOPE SPORTSWEAR, INC., the entity described in and
which executed the foregoing instrument and that he is authorized to execute
said instrument on behalf thereof.

                                            /s/ Loukia Harris
                                     ------------------------------
                                              NOTARY PUBLIC


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


          On this 31 day of October, 2000, before me personally came David
Gotterer, to me known, who, being by me duly sworn, did depose and say that he
is the Vice Chairman of GIANT GROUP, LTD., the corporation described in and
which executed the foregoing instrument and that he is authorized to execute
said instrument on behalf of said corporation.

                                            /s/ Loukia Harris
                                     ------------------------------
                                              NOTARY PUBLIC


                                      18
<PAGE>

                                   EXHIBIT B
                                   ---------

                             TRADEMARK ASSIGNMENT
                             --------------------


          WHEREAS, PERISCOPE SPORTSWEAR, INC., a Delaware corporation, having
its principal place of business at 1407 Broadway, Suite 620, New York, New York
10018 (hereinafter referred to as the "Debtor") owns and has used in its
business certain trademarks, as listed on Schedule "A"  hereto (hereinafter
referred to as the "Trademarks");  and

          WHEREAS, Debtor is in default under the terms of the a Factoring
Agreement dated as of August 10, 1999, as amended from time to time (hereinafter
referred to as the "Factoring Agreement") between the Debtor and CENTURY
BUSINESS CREDIT CORPORATION (hereinafter referred to as the "Secured Party"),
the Trademark Collateral Security Agreement dated as of August 10, 1999 and all
documents executed in connection therewith (hereinafter collectively referred to
as the "Security Documents"); and

          WHEREAS, Secured Party, pursuant to its rights as a secured party
under the Factoring Agreement, the Security Documents, and pursuant to and in
exercise of its rights as a secured party under the New York Uniform Commercial
Code, has chosen to exercise its rights upon default,

          NOW, THEREFORE, for good and valuable consideration, the full receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, Debtor does hereby absolutely sell, assign, transfer and convey
unto Secured Party all of the Debtor's rights, title and interest in and to the
Trademarks, together with the goodwill of the business symbolized by the
Trademarks, and the right to sue and recover for past infringement thereof.

          IN WITNESS WHEREOF, PERISCOPE SPORTSWEAR, INC. has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of
the ___ day of ___________, 2000.



                                   PERISCOPE SPORTSWEAR, INC.


                                   BY:_______________________________
                                      Name:
                                      Title:

                                      19
<PAGE>

                                  Schedule A
                                  ----------



For information on this schedule, please contact

Perry A. Ambrogio
Vice President, CFO
Giant Group LTD
9440 Santa Monica Blvd.
Suite 407
Beverly Hills, CA 90210
(310) 273-5678


                                      20
<PAGE>

                                   EXHIBIT C
                                   ---------


I.   Registrations/Applications
     --------------------------

<TABLE>
<CAPTION>
Trademarks                                            Reg. No. or App.No.           Filing Date           Country
----------                                            -------------------           -----------           -------
<S>                                                   <C>                           <C>                   <C>
DIRECTIVE SPORTS                                            2,089,412                 11/26/96               USA
DIRECTIVE SPORTS PLUS DESIGN                                2,127,046                 11/26/90               USA
DNA FIBERGENICS IT'S IN YOUR GENES                         75/549,507                 09/08/98               USA
DIRECTIVES PLUS DESIGN                                      2,090,488                 11/08/95               USA
</TABLE>

II.  Other
     -----

     Any and all patents, trademarks, service marks, copyrights, licenses,
applications, together with any renewals or extensions thereof, any registration
of, application for continuations, continuations-in-part, divisional or reissues
for any of the foregoing, any and all other technical information, proprietary
rights, secret formulas, trade secrets, source codes, know-how, product
formations, product specifications, test information, processes (whether written
or oral) or device, all inventions, ideas and improvements, business plans or
methods, confidential information (including, for example and without
limitation, customer and vendor lists) and any rights in or to any of the
foregoing, brand names and trade names, possessed by, developed by or on behalf
of, used by or the rights to which are otherwise possessed or used by Periscope.

     All software in connection with all computers and computer systems utilized
by Periscope in its business.

Tradenames
----------
Periscope
PS
Performance Team
PFP

                                       21
<PAGE>

                                   EXHIBIT D
                                   ---------

For information on this exhibit, please contact

Perry A. Ambrogio
Vice President, CFO
Giant Group LTD
9440 Santa Monica Blvd.
Suite 407
Beverly Hills, CA 90210
(310) 273-5678

                                Current Orders



                                Purchase Orders


<TABLE>
<S>                      <C>                     <C>              <C>             <C>
1.  Sam's Warehouse      Lot 2418 (PO 79001)      72,000 Units    Style 2699      10.25/Unit
2.  Sam's Warehouse      Lot 2419 (PO79002)       72,000 Units    Style 2684      10.25/Unit
3.  Sam's Warehouse      Lot 2420 (PO79003)      144,000 Units    Style 2759      10.10/Unit
</TABLE>

                                      22
<PAGE>

                                   EXHIBIT E
                                   ---------

                            Licensee ROYALTY REPORT

<TABLE>
<CAPTION>
Licensee Name:   ___________________________________
Address:         ___________________________________                   Period Reported:  ___________________________________
Phone Number:    ___________________________________
Fax Number:      ___________________________________
Contact Person:  ___________________________________

------------------------------------------------------------------------------------------------------------------------------------
                             1. Total    2. Fees      3.         4.        5. Product       Earned Royalties
                             Purchase    Included     Customer   Customer  Description
                             Order       (1)          Code(s)    Country   (Include
                             Amount                                        Product
                                                                           Code)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>          <C>        <C>       <C>              <C>    <C>      <C>
                                                                                            Net    ( x )    ( = )
                                                                                           Sales   Royalty  Royalties
                                                                                                   %        Earned
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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


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

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Amount Payable
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      23

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Total           ( ) Credit       Payment
                                                                                         Royalties       for Period       Enclosed
                                                                                         Earned
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>             <C>              <C>
Totals
------------------------------------------------------------------------------------------------------------------------------------

                                                                                        CERTIFIED AS COMPLETE AND CORRECT

                                                                                        ____________________________________________
                                                                                        Duly Authorized Officer
</TABLE>

                                      -24-
</TEXT>
</DOCUMENT>
