ASSET PURCHASE AGREEMENT


         AGREEMENT, made as of this 11th day of July, 2005, by and among G-III
Leather Fashions, Inc., a New York corporation ("Buyer"), G-III Apparel Group,
Ltd. ("G-III"), Winlit Group, Ltd., a New York corporation ("Winlit"), David
Winn ("Winn") and Richard Madris ("Madris") (Winlit, Winn and Madris
are collectively referred to as the "Winlit Group").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, Winlit is an apparel company that manufactures and markets
men's and women's outerwear pursuant to license agreements with Guess, London
Fog, Pacific Trail, Ellen Tracy Leather, Tommy Hilfiger Outerwear and
BCBGMAXAZRIA and under brands owned by Winlit or its Affiliates, among others;

         WHEREAS, trusts created by Winn and Madris are the sole shareholders
of Winlit ;

         WHEREAS, Winlit desires to sell, and Buyer desires to purchase, with
certain exceptions, the assets owned, and the businesses and operations
conducted, by Winlit upon the terms and subject to the conditions set forth in
this Agreement; and

         WHEREAS, Buyer intends to create a new division (the "Division") in
which to use the Assets (as defined below) to commercially exploit the licensed
product and private label business conducted by Winlit together with such other
businesses as may be from time to time assigned to or generated by the Division.

         NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereto agree as follows:

         1. Definitions. As used herein, the following terms shall have the
following meanings:

             1.1 Assets means the tangible and intangible assets used in
connection with the business and operations of Winlit (collectively, the
"Business"), except for the "Excluded Assets" (as hereinafter defined). Without
limiting the generality of the foregoing, the Assets shall include the
following:

                 (a) all registered and unregistered trademarks, trade names,
service marks, designs, franchises, licenses, permits, privileges and other
proprietary rights if any, owned or held and used by or useful to Winlit in
connection with the Business including, without limitation, those set forth in
Schedule 1.1(a) hereto;

                 (b) all furniture, fixtures, improvements, office materials and
supplies, and other tangible personal property of every kind and description
owned or held and used by or useful to Winlit in connection with the Business.




                 (c) all rights and benefits of Winlit under lease agreements,
entered into by, or for the benefit of, Winlit or owned or held and used by or
useful to Winlit in connection with the Business and under all other contracts,
agreements and commitments in connection with their respective businesses and
operations, which are set forth on Schedule 1.1(c) (which shall also specify
those contracts the assignment of which requires third party consent);

                 (d) all warranties, rights and other intangible assets of any
member of the Winlit Group and/or the shareholders of Winlit in connection with
the Business.

                 (e) all records and files of Winlit, including, without limitation,
customer and supplier lists, records, files and account statements,
correspondence with customers or suppliers and potential customers or suppliers
and all related documents, records of purchase and invoices recording purchases,
customer orders, stockroom records, financial accounting and credit records,
personnel records, general correspondence and any similar document or record
related to or useful for or in the Business, but specifically excluding the
minute books and records relating solely to the incorporation of Winlit;

                 (f) all transferable insurance policies owned by, or entered into
by or on behalf of, any member of the Winlit Group in connection with the
Business, other than life insurance policies with respect to Winn and Madris;

                 (g) all purchase and sales orders in process on the Closing Date
(as defined in Section 1.4 hereof) to the extent merchandise thereunder has not
been shipped to customers of Winlit and which are not, therefore, accounts
receivable ("Orders-in-Process") as are specified on Schedule 1.1(g);

                 (h) all samples (other than old samples as set forth in
Section 1.2(g)), patterns, drawings, creative designs, ideas (including those in
the possession of third parties, but which are the property of Winlit),
sketches, plans and other similar matters, however evidenced;

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