MOSSIMO INC
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASES
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASES
<TEXT>


                SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASES

         This Settlement Agreement and Mutual General Releases (this
"Agreement") is entered into as of the 24th day of January 2001, by and among
The Irvine Company, a Delaware corporation ("Irvine"), on the one hand, and
Mossimo, Inc., a California corporation ("Mossimo"), on the other hand, with
reference to the following facts:

                                    RECITALS
                                    --------

         A. On or about May 3, 1996, Mossimo leased the premises commonly known
as 5 Pasteur, Suite 100, Irvine, California (the. "Premises") from Irvine
pursuant to a written lease dated May 3, 1996 (the `tease").

         B. Irvine delivered possession of the Premises to Mossimo on or about
May 15, 1997, the commencement date of the Lease.

         C. Subsequent to the commencement date of the Lease, Mossimo requested
certain modifications to the Lease. Accordingly, on or about July 10, 1998,
Irvine and Mossimo entered into a First Amendment to the Lease (the "Amendment"
and collectively with the Lease, the "Amended Lease").

         D. In or around September, 2000, Mossimo ceased paying the base monthly
rent or the various operating expenses required under the Amended Lease. On or
about October 11, 2000, Mossimo stated tat it would no longer fulfill its
obligations under the Amended Lease and abandoned the Premises by executing a
Notice of Delivery of Premises and Release.

         E. On or about October 20, 2000, Irvine filed a lawsuit (the "Lawsuit")
against Mossimo in the Superior Court for the County of Orange (O.C.S.C. Case
No. 00CC 12609) for breach of the Amended Lease and unjust enrichment.

         F. The parties believe it to be in their respective best interests to
filly and finally resolve any and all disputes among them including, but not
limited to, the Lawsuit.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, in consideration of the foregoing facts and recitals
and of the mutual promises and consideration set forth herein, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:

         1. INCORPORATION OF RECITALS. Subject to the terms of this Agreement
and the conditions stated herein, Recitals A through F, inclusive, are
incorporated herein by this reference.

         2. SETTLEMENT AMOUNT. In express reliance on the covenants contained
herein, Mossimo hereby agrees to pay to Irvine the sum of Two Hundred and Thirty
Thousand Dollars ($230,000) (the "Settlement Amount") as payment in full for all
damages and claims by Irvine against Mossimo as of the date of this Agreement.
The Settlement Amount shall be payable to Irvine pursuant to the following terms
and conditions:

                                   EXHIBIT A
<PAGE>

                  a. Fifty Seven Thousand Five Hundred Dollars ($57,500) payable
         to Irvine concurrently with the execution of this Agreement.

                  b. The balance paid to Irvine in six (6) equal month
         installments commencing on February 24, 2001. The remaining monthly
         installments shall be due and payable on or before the 24th day of
         every month thereafter, until the Settlement Amount plus all accrued
         interest required under this Agreement is paid in full. Installment
         payments due to Irvine under this Agreement shall be delivered to
         Gibson, Dunn & Crutcher LLP, Attn: Jesse S. Finlayson, Jamboree Center,
         4 Park Plaza, Irvine, California, so that such payments are actually
         received on or before 5:00 p.m. on the due date. Any installment
         payment under this Agreement received by Irvine more than three (3)
         business days after its due date shall be immediately assessed a ten
         percent (10%) late charge. Irvine shall immediately provide Notice of
         Default to Mossimo and its attorneys of record, Rutan & Tucker, LLP,
         611 Anton Blvd., Suite 1400, Costa Mesa, CA. 92688, Attention Richard
         K. Howell. Mossimo shall have three (3) business days from receipt of
         the Notice of Default to cure, including payment of any late charges
         that may be applicable. If any Default is not cured within three (3)
         business days of receipt of the Notice of Default, Irvine shall be
         entitled to move for entry of the Stipulated Judgment upon Default
         under Settlement Agreement described herein.

                  c. All unpaid portions of the Settlement Amount shall bear
         interest at the rate of ten percent (10%) per annum amortized from the
         date of this Agreement until the Settlement Amount paid in full. An
         amortization schedule reflecting the installment payments due under
         this Agreement is attached as Exhibit "A" hereto and is incorporated as
         if set forth fully herein, Payments received by Irvine shall be applied
         first to accrued interest and only then to reduce the principal amount
         of the Settlement Amount then outstanding.

         3. STIPULATION FOR ENTRY OF JUDGMENT UPON DEFAULT OF THIS AGREEMENT.
Concurrently with this execution of this Agreement, Mossimo shall also execute
the Stipulation for Entry of Judgment upon Default under Settlement Agreement
(the "Stipulation") substantially in the form attached as Exhibit "B" hereto.
The terms and conditions of the Stipulation are hereby incorporated as if set
forth fully herein and shall be binding on the parties.

         4. DISMISSAL OF THE LAWSUIT. Within ten (10) business days of the
actual receipt of the final monthly installment called for under paragraph 2 of
this Agreement and payment in full of the Settlement Amount and all accrued
interest, Irvine shall dismiss the Lawsuit with prejudice.

         5. MUTUAL GENERAL RELEASES.

                  a. Provided that Mossimo performs its obligations under this
         Agreement, Irvine, its successors and assigns, and each of them, shall
         and do hereby forever relieve, release and discharge Mossimo and its
         successors, assigns, past and present attorneys, accountants,
         representatives, affiliates, parents, partners, officers, directors,
         employees and stockholders, jointly and severally, from any and all

                                       2
<PAGE>

         claims, debts, liabilities, demands, obligations, promises, acts,
         agreements, costs and expenses (including, but not limited to,
         attorneys' fees), damages, injuries, actions and causes of actions, of
         whatever kind or nature, whether legal or equitable, known or unknown,
         suspected or unsuspected, contingent or fixed, based upon, arising out
         of, appertaining to, or in connection with any matter whatsoever, of
         any kind or type, from the beginning of time to and including the date
         of this Agreement, including, without limitation any of the matters or
         facts alleged or set forth in Recitals A through F, inclusive,
         including, without limitation, the Lawsuit, the Amended Lease and the
         condition of the Premises.

                  b. Provided that Irvine performs its obligations under this
         Agreement, Mossimo, its successors and assigns, and each of them, shall
         and does hereby forever relieve, release and discharge Irvine and its
         successors, assigns, past and present attorneys, accountants,
         representatives, affiliates, parents, partners, officers, directors,
         employees and stockholders, jointly and severally, from any and all
         claims, debts, liabilities, demands, obligations, promises, acts,
         agreements, costs and expenses (including, but not limited to,
         attorneys' fees), damages, injuries, actions and causes of actions, of
         whatever kind or nature, whether legal or equitable, known or unknown,
         suspected or unsuspected, contingent or fixed, based upon, arising out
         of, appertaining to, or in connection with any matter whatsoever, of
         any kind or type, from the beginning of time to and including the date
         of this Agreement, including, without limitation any of the matters or
         facts alleged or set forth in Recitals A through F, inclusive,
         including, without limitation, the Lawsuit, the Amended Lease and the
         condition of the Premises.

                  c. As to the matters released herein, Irvine and Mossimo
         expressly waive any and all rights under section 1542 of the Civil Code
         of the State of California, which provides as follows:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

                  d. The parties hereto expressly waive and release any right or
         benefit which they have or may have under section 1542 of the Civil
         Code of the State of California, and any similar statute, code, law
         and/or regulation of the United States, or any state thereof, to the
         full extent that they may waive all such rights and benefits pertaining
         to the matters released herein. In connection with such waiver and
         relinquishment, the panics hereto acknowledge that they are aware that
         they may hereafter discover claims presently unknown or unsuspected, or
         facts in addition to or different from those which they now know or
         believe to be true. Nevertheless, it is the intention of the parties
         hereto, through this release, to release all matters that are subject
         to this release, and all claims relative thereto, which now exist, may
         exist, or heretofore have existed. In furtherance of such intention,
         the releases herein given shall be and remain in effect as a full and
         complete release of such matters notwithstanding the discovery or
         existence of any such additional or different claims or facts relative
         thereto.

                                       3
<PAGE>

                  e. In entering into the release provided for in this
         Agreement, the parties hereto recognize that no facts or
         representations are ever absolutely certain. Thus, the parties assume
         the risk of any mistake, and if any of them should subsequently
         discover that any understanding of the facts or of the law was
         incorrect, such party shall not be entitled to set aside this release
         by reason thereof, regardless of any mistake of fact or law.

                  f. The parties hereto are the sole and lawful owners of all
         right, title and interest in and to every claim and other matter which
         they purport to release herein, and they have not assigned or
         transferred, or purported to assign or transfer to any person or entity
         any claims or other matters herein released. Irvine, on the one hand,
         and Mossimo, on the other hand, shall and hereby do indemnify, defend
         and hold each other harmless from and against any claims, liabilities,
         actions, causes of action, demands, injuries, damages, costs, and
         expenses (including, but not limited to, attorneys' fees), based upon
         or arising in connection with any such prior assignment or transfer, or
         any such purported assignment or transfer, or any claims or other
         matters released herein.

         6. VOLUNTARY SETTLEMENT. The parties to this Agreement, and each of
them, acknowledge and agree that each of them is entering into this Agreement
freely and voluntarily and not acting under any misapprehension as to the effect
hereof, and has acted and does hereby act freely and voluntarily and not under
any coercion or duress, and acknowledge that good and valuable consideration was
and has been received. The parties hereto declare that this Agreement is freely
and fairly made and that, except as specifically referenced in this Agreement,
there are no other agreements, oral or written or otherwise, pertaining to the
subject matter of this Agreement.

         7. MUTUAL REPRESENTATIONS AND WARRANTIES.

         Irvine and Mossimo hereby represent and warrant to each other the
following, each of which is a continuing representation and warranty:

                  a. This Agreement is a valid and binding obligation of Irvine
         and Mossimo, enforceable against them in accordance with its terms.

                  b. Except as expressly provided in this Agreement, no consent
         or approval is required by any other person or entity in order for
         Irvine and Mossimo to carry out the provisions of this Agreement.

                  c. Each of the parties hereto has received independent legal
         advice from attorneys of its choice with respect to the advisability of
         making the agreements provided herein and with respect to the
         advisability of executing this Agreement, and prior to the execution of
         this Agreement by the parties hereto, their attorneys reviewed this
         Agreement at length with them and have made all desired changes and
         signed this Agreement to indicate that they have approved this
         Agreement as to form.

                                       4
<PAGE>

                  d. Except as expressly stated in this Agreement, Irvine and
         Mossimo have not made any statement or representation to each other
         regarding any facts relied upon by them in entering into this
         Agreement, and each of them specifically does not rely upon any
         statement, representation or promise of the other party hereto or any
         other person in entering into this Agreement, or in making the
         settlement provided for herein, except as expressly stated in this
         Agreement. Each party has relied upon its own investigation and
         analysis of the facts and not on any statement or representation made
         by any other party in choosing to enter into this Agreement and the
         transactions contemplated herein.

                  e. The parties hereto and their respective attorneys have made
         such Investigation of the facts pertaining to this Agreement and all of
         the matters pertaining thereto, as they deem necessary.

                  f. The terms of this Agreement are contractual, not mere
         recitals, and a result of negotiation among the parties.

                  g. This Agreement has been carefully read by, the contents
         hereof are known by, and it has been signed freely by each person
         executing this Agreement.

         8. NO ADMISSION AGAINST INTEREST. Nothing contained in this Agreement
or negotiations and communications leading up to it shall be construed as
admissions against the interest of any of the parties hereto. This Agreement
shall not be admissible as evidence in any action or proceeding except one to
enforce this Agreement, or to carry forward the actions contemplated herein.

         9. MISCELLANEOUS.

                  a. Except as provided herein, all covenants, releases,
         warranties, representations and indemnities made by the parties to one
         another pursuant to this Agreement shall survive this Agreement and
         shall be and remain in full force and effect thereafter.

                  b. The parties agree to execute and deliver such other
         instruments and perform such acts, in addition to the matters herein
         specified, as may be appropriate or necessary, from time to time, to
         effectuate the agreements and understandings of the parties, whether
         the same occurs before or after the date of this Agreement.

                  c. This Agreement is the entire agreement between the parties
         hereto with respect to the subject matter hereof and supersedes all
         prior agreements, oral or written, between the parties hereto with
         respect thereto. No claim of waiver, modification, consent or
         acquiescence with respect to any provision of this Agreement shall be
         made against any party, except on the basis of a written instrument
         executed by or on behalf of such party.

                  d. This Agreement shall inure to the benefit of and shall be
         binding upon the successors and assigns of the parties hereto.

                                       5
<PAGE>

                  e. The headings of all sections of this Agreement are inserted
         solely for the convenience of reference and are not apart of and are
         not intended to govern, limit or aid in the construction or
         interpretation of any term or provision hereof.

                  f. To the extent that performance is to be governed by time,
         time shall be deemed to be of the essence hereof.

                  g. This Agreement is to be governed by and construed in
         accordance with the laws of the State of California.

                  h. This Agreement may be executed and delivered in any number
         of counterparts, each of which, when executed and delivered, shall be
         deemed an original, and all of which together shall constitute the same
         agreement. This Agreement may also be executed by facsimile followed by
         delivery of the original executed Agreement. Except as expressly
         provided in this Agreement, each of the parties hereto represents,
         warrants and covenants that it has full power and authority to execute
         this Agreement and that it has obtained all necessary approvals,
         consents and authorizations required for it to execute and deliver this
         Agreement. Each individual executing this Agreement on behalf of a
         party hereto has been duly authorized and empowered to execute and
         deliver this Agreement on behalf of said party.

                  i. This Agreement is the product of negotiations of the
         parties, and in the enforcement or interpretation hereof, is to be
         interpreted in a neutral manner, and any presumption with regard to
         interpretation for or against any party by reason of that party having
         drafted or caused to be drafted this Agreement, or any portion hereof,
         shall not be effective in regard to the interpretation hereof.

                  j. Any provision of this Agreement that is found to be invalid
         or unenforceable by any court in any jurisdiction shall, as to that
         jurisdiction, be ineffective to the extent of such invalidity or
         enforceability, and the invalidity or enforceability of such provision
         shall not affect the validity or enforceability of the remaining
         provisions hereof

                  k. In the event it becomes necessary for any party to this
         Agreement to take any action to interpret or enforce this Agreement, or
         any of its terms, and any party thereafter incurs attorneys' fees as a
         result thereof, the prevailing party shall be entitled, in addition to
         any judgment or award, to an award for all fees (including attorneys'
         fees), costs and expenses, including court or arbitration costs and
         expenses. The prevailing party shall further be entitled to an award
         for attorneys' fees and related costs in connection with enforcement of
         any judgment, including enforcement following any appeal.

                  l. In the event any provision of this Agreement is determined
         by any court of competent jurisdiction to be invalid or unenforceable
         to any extent, the remainder of said provision and this Agreement shall
         nevertheless remain fully valid and enforceable.

                                       6
<PAGE>

         10. CONFIDENTIALITY. The parties to this Agreement shall use their
reasonable efforts to keep the terms of this Agreement private and confidential
and shall not knowingly disclose the terms of this Agreement to any third party,
except to the extent reasonably necessary to enforce the provisions of this
Agreement, including, without limitation, Irvine presenting this Agreement
and/or the Stipulation to a court of competent jurisdiction to obtain entry of a
judgment pursuant to the terms of the Stipulation upon a default by Mossimo
under this Agreement. Notwithstanding the immediately preceding sentence, the
parties may disclose the existence of this Agreement and the settlement of the
Lawsuit, without disclosure of the terms of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                              THE IRVINE COMPANY,
                                              a Delaware corporation

                                              By: /S/ Jeffrey J. Wallace
                                                 -------------------------------
                                                      Jeffrey J. Wallace
                                                      Assistant Secretary

                                              MOSSIMO, INC.,
                                              a California corporation

                                              By: /S/ Mossimo Giannulli
                                                 -------------------------------


APPROVED AS TO FORM:

CRAIG H. MILLET
JESSE S. FINLAYSON
T. KEVIN ROOSEVELT
GIBSON, DUNN & CRUTCHER LLP

By: /S/ Jesse S. Finlayson
   ---------------------------------
    Jesse S. Finlayson
    Attorneys for THE IRVINE COMPANY


RUTAN & TUCKER LLP
RICHARD K. HOWELL

By: /S/ RICHARD K. HOWELL
   ---------------------------------
   Richard K. Howell
   Attorneys for MOSSIMO, INC.

                                       7
<PAGE>

GIBSON, DUNN & CRUTCHER LLP
CRAIG H. MILLET, SBN 106027
JESSE S. FINLAYSON, SBN 179443
T. KEVIN ROOSEVELT, SBN 205485
Jamboree Center
4 Park Plaza, Suite 1400
Irvine, California 92614-8557
Telephone: (949) 451-3800
Facsimile: (949) 451-4220

Attorneys for Plaintiff
THE IRVINE COMPANY


                    SUPERIOR COURT OF THE STATE OF CALIFORNIA

                            FOR THE COUNTY OF ORANGE

                             CENTRAL JUSTICE CENTER


THE IRVINE COMPANY, a Delaware             |   CASE NO. 00CC12609
corporation,                               |
                                           |   ASSIGNED FOR ALL PURPOSES TO:
                 Plaintiff,                |   HONORABLE THOMAS N. THRASHER, SR.
                                           |   DEPARTMENT C11
         v.                                |
                                           |   STIPULATION FOR ENTRY OF
MOSSIMO, INC., a California corporation,   |   JUDGMENT AGAINST DEFENDANT
and DOES 1 through 50 inclusive,           |   MOSSIMO, INC. FOR BREACH OF LEASE
                                           |   AND UNJUST ENRICHMENT
                 Defendants,               |
                                           |   Action Filed: October 20, 2000
-------------------------------------------|   Trial Date: None Set


         This Stipulation is entered into by and between plaintiff The Irvine
Company ("Irvine") and defendant Mossimo, Inc. ("Mossimo") with respect to the
following facts:

                                    RECITALS
                                    --------

         A. Irvine and Mossimo have entered into a Settlement Agreement and
Mutual General Releases (the "Agreement"), a copy of which is attached as
Exhibit "A" hereto, for the purpose of resolving this action.

         B. The Agreement provides for the payment by Mossimo to Irvine of
certain monies over a period of time, with the last such payment to be made on
or about July 24, 2001;

================================================================================
        STIPULATION FOR ENTRY OF JUDGMENT AGAINST DEFENDANT MOSSIMO, INC.
                    FOR BREACH OF LEASE AND UNJUST ENRICHMENT

<PAGE>

         C. The Agreement provides that in the event that Mossimo defaults on
its obligations under the terms of the Agreement, Irvine shall be entitled to
file and execute upon a Stipulated Judgment (the "Judgment") in favor of Irvine
and against Mossimo, a copy of which is attached as Exhibit "B" hereto, in the
amount set forth in the Agreement;

         D. Based on the foregoing, the parties to this Stipulation hereby agree
as follows:

                                   STIPULATION
                                   -----------

         1. In the event that Mossimo fails to satisfy its obligations under the
Agreement, the Judgment shall be entered against Mossimo and in favor of Irvine
on Irvine's Complaint for Breach of Lease and Unjust Enrichment on file herein
in the amount of Two Hundred and Thirty Thousand Dollars ($230,000), plus (a)
any and all interest and late charges accrued under the Agreement and (b) any
fees (including attorneys' fees), costs and expenses incurred in obtaining entry
of the Judgment, minus (c) that amount already received by Irvine from Mossimo
pursuant to the Agreement. Mossimo expressly acknowledges that, pursuant to
section 9(k) of the Agreement, Irvine shall be entitled to recover any fees
(including attorneys' fees), costs and expenses incurred in obtaining entry of
the Judgment. Mossimo further acknowledges that, pursuant to section 3(c) of the
Agreement, Irvine shall be entitled to interest at ten percent (10%) per annum
on all unpaid amounts under the Agreement, both before and after the entry of
the Judgment.

         2. Mossimo expressly agrees to the entry of Judgment against Mossimo in
the event of default by Mossimo under the terms of the Agreement and shall raise
no defense to the entry of such Judgment other than payment of the sum owing to
Irvine under the Agreement.

         3. By entering into this Stipulation, Mossimo makes a general
appearance and hereby consents to the exercise of jurisdiction of all California
courts with respect to the proceedings herein and consents to the jurisdiction
of said courts to issue any orders, judgments or to take any further actions
with respect to the proceedings herein.

         4. In the event of Mossimo's default in the making of one or more of
the payments when due, as set forth in the Agreement, Irvine shall be entitled
to cause this Stipulation and the Judgment to be entered by this Court upon
EX PARTE application with at least 24 hours Notice to Mossimo and its attorneys
of record, Rutan & Tucker, LLP, 611 Anton Blvd., Suite 1400, Costa Mesa, CA.


                                        2

================================================================================
        STIPULATION FOR ENTRY OF JUDGMENT AGAINST DEFENDANT MOSSIMO, INC.
                    FOR BREACH OF LEASE AND UNJUST ENRICHMENT

<PAGE>

92688, Attention Richard K. Howell, and declaration of Irvine's counsel of
Mossimo's default, without further notice or hearing. Said judgment shall be
entered and become final for all purposes upon entry thereof and each party
waives the right to appeal therefrom.

         5. Findings of fact and conclusions of law shall be, and the same
hereby are, waived. Mossimo agrees that this Stipulation is to have the force
and effect of findings of fact and conclusions of law as though embodied in
formal findings of fact and conclusions of law.

         6. Mossimo acknowledges that it is aware that it is entitled to notice
of hearing and hearing on the Complaint, and Mossimo hereby waives said right to
notice of hearing and hearing prior to the entry of judgment. Furthermore,
Mossimo does hereby expressly consent that a writ of execution for money may
issue without notice in favor of Irvine. Mossimo does not waive, and Irvine
agrees to provide, notice of an entry of judgment or writ of execution.

         7. It is further stipulated and agreed that at all times material
hereto, the parties have received independent legal advice from attorneys of its
choice with respect to the advisability of executing this Stipulation, and prior
to the execution of this Stipulation by Mossimo, its attorneys reviewed this
Stipulation at length with it and signed this Stipulation to indicate that they
have approved this Stipulation as to form.

         8. The above-entitled Court may make and enter the Judgment prepared in
accordance with the foregoing Stipulation, in substantially the form attached as
Exhibit "B" hereto, which is hereby approved as to form and content by all
parties.


Dated: January 25, 2001                      THE IRVINE COMPANY,
                                             a Delaware corporation

                                             By:  /S/ Donald McNutt
                                                --------------------------------
                                                Donald McNutt, Vice president,
                                                Operations

Dated: January 24, 2001                      MOSSIMO, INC.,
                                             a California corporation

                                             By: /S/ Mossimo Giannulli
                                                -------------------------------


                                        3

================================================================================
        STIPULATION FOR ENTRY OF JUDGMENT AGAINST DEFENDANT MOSSIMO, INC.
                    FOR BREACH OF LEASE AND UNJUST ENRICHMENT

<PAGE>

APPROVED AS TO FORM AND CONTENT:


CRAIG H. MILLET
JESSE S. F]NLAYSON
T. KEVIN ROOSEVELT
GIBSON, DUNN & CRUTCHER LLP


By: /S/ Jesse S. Finlayson
   ----------------------------------
   Jesse S. Finlayson
   Attorneys for THE IRVINE COMPANY



RUTAN & TUCKER, LLP
RICHARD K. HOWELL


By: /S/ Richard K. Howell
   ----------------------------------
   Richard K. Howell
   Attorneys for MOSSIMO, INC.


                                       4

================================================================================
        STIPULATION FOR ENTRY OF JUDGMENT AGAINST DEFENDANT MOSSIMO, INC.
                    FOR BREACH OF LEASE AND UNJUST ENRICHMENT

<PAGE>

GIBSON, DUNN & CRUTCHER LLP
CRAIG H. MILLET, SBN 106027
JESSE S. FINLAYSON, SBN 179443
T. KEVIN ROOSEVELT, SBN 205485
Jamboree Center
4 Park Plaza, Suite 1400
Irvine, California 92614-8557
Telephone: (949) 451-3800
Facsimile: (949) 451-4220

Attorneys for Plaintiff
THE IRVINE COMPANY


                    SUPERIOR COURT OF THE STATE OF CALIFORNIA

                            FOR THE COUNTY OF ORANGE

                             CENTRAL JUSTICE CENTER


THE IRVINE COMPANY, a Delaware             |   CASE NO. 00CC12609
corporation,                               |
                                           |   ASSIGNED FOR ALL PURPOSES TO:
                 Plaintiff,                |   HONORABLE THOMAS N. THRASHER, SR.
                                           |   DEPARTMENT C11
         v.                                |
                                           |   [PROPOSED] JUDGMENT AGAINST
MOSSIMO, INC., a California corporation,   |   DEFENDANT MOSSIMO, INC. FOR
and DOES 1 through 50 inclusive,           |   BREACH OF LEASE AND UNJUST
                                           |   ENRICHMENT
                 Defendants.               |
                                           |   Action Filed: October 20, 2000
-------------------------------------------|   Trial Date: None Set


         IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Judgment shall be
entered in favor of Plaintiff The Irvine Company ("Irvine") against Defendant
Mossimo, Inc. on Irvine's causes of action for breach of lease and unjust
enrichment as alleged in its Complaint in THE IRVINE COMPANY V. MOSSIMO, INC.,
Orange County Superior Court Case No. 00CC12609, in the amount of $__________
plus costs (including attorneys' fees) in the amount of $__________, and
interest thereon at ten percent (10%) per annum from the date of the entry of
this judgment until paid.

DATED: ______________

                                           _____________________________________

                                           THE HONORABLE THOMAS N. THRASHER, SR.
                                                JUDGE OF THE SUPERIOR COURT


                                    EXHIBIT B

                                        1

================================================================================
               [PROPOSED] JUDGMENT AGAINST DEFENDANT MOSSIMO, INC.
                   FOR BREACH OF LEASE AND UNJUST ENRICHMENT

</TEXT>
</DOCUMENT>
