STOCK PURCHASE AGREEMENT


     This  Agreement  made as of  February  1, 1997,  by and  between  Bluewhale
Holding S.a. , a corporation  organized under the laws of Luxembourg  ("Seller")
and  Fossil,  Europe  B.V.,  a  corporation  organized  under  the  laws  of the
Netherlands ("Buyer").

     A. Seller  currently is the registered  owner of forty percent (40%) of the
issued and  outstanding  shares of common stock (the "Shares") of Fossil Italia,
S.r.l., an Italian corporation (the "Company"); and

     B.  Seller  wishes to sell,  and Buyer  wishes  to buy,  the  Shares on the
following terms and conditions.

     NOW, THEREFORE, the parties agree as follows:

     1.  Purchase and Sale of Shares.  Seller agrees to sell and Buyer agrees to
purchase from Seller all of the Shares,  which  constitute  all of the ownership
interest of Seller in the Company.

     2. Purchase Price. The  consideration to be paid by Buyer to Seller for the
Shares is  128,109  shares of  common  stock of  Fossil,  Inc.,  which  shall be
unregistered and shall contain appropriate  legends  restricting  transfer for a
period of 2 years. Seller shall deliver to Buyer a certificate  representing all
of the Shares,  duly  endorsed in blank for  transfer  or  accompanied  by stock
powers duly  executed in blank,  or such other  documents as may be necessary or
required in order to transfer the Shares to Buyer.

     3.  Representations  and  Warranties of Seller.  Seller hereby  represents,
warrants and covenants to Buyer as set forth below:

                  3.1 Ownership of Securities. Seller represents and warrants to
Buyer that it is the record and beneficial  owner of the Shares,  free and clear
of any charges,  liens, options,  claims and encumbrances of any kind whatsoever
(other  than  and  subject  to  the  legends,  if  any,  upon  tile  certificate
representing  the  Shares  and laws and  regulations  restricting  the  transfer
thereof);  and that  other  than as  provided  in this  Agreement,  there are no
agreements  or  commitments  on the  part of the  Seller  for the  sale or other
disposition  of the  Shares.  Upon  delivery  of and  payment  for the Shares in
accordance  with  this  Agreement,  good and  marketable  title  and  beneficial
ownership  thereto  will be  delivered to the Buyer free and clear of any liens,
claims or encumbrances.

                  3.2 (a)  Authority.  Seller  has full power and  authority  to
execute and perform this Agreement,  to deliver the Shares hereunder, to perform
his other obligations hereunder and to consummate the transactions  contemplated
hereby.  All  necessary  action has been taken by the  Seller to  authorize  the
execution,  delivery and performance of this Agreement,  and the delivery of the
Shares  hereunder.  This  Agreement  constitutes  the legal  valid,  and binding
obligation of the Seller,  enforceable against the Seller in accordance with its
terms.



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                  (b)  Execution,   Delivery  and  Performance.  The  execution,
delivery and  performance of this  Agreement,  does not, and will not, result in
any  violation of or be in conflict  with or constitute a default under any term
or provision of any  judgement,  decree,  order,  statute,  injunction,  rule or
regulation  applicable to the Seller,  or any note, bond,  mortgage,  indenture,
lease, license, franchise,  agreement or other instrument or obligation to which
Seller is bound.

         3.3 Consents and Approvals.  All consents,  waivers,  orders, approvals
and authorizations of, and declarations,  designations,  filings,  registrations
and qualifications with any court,  governmental or regulatory authority, or any
third party,  necessary for the valid  execution and delivery of this Agreement,
have been, or prior to the purchase of the Shares, will be obtained by Seller.

         4.  Representations of Buyer.

         (a) Buyer  represents that it has the full legal capacity and authority
to enter  into  this  Agreement  and to  purchase  the  Shares  as  contemplated
hereunder.

         (b) Buyer represents and warrants to Seller that Buyer is acquiring the
Shares for its own account for investment and not with a view to, or for sale in
connection with, any distribution thereof. Buyer confirms its understanding that
the shares may be subject to certain  restrictions,  including  that such Shares
have not been registered or qualified under applicable securities laws.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first above written.


BLUEWHALE HOLDING, S.A.                            FOSSIL EUROPE B.V.



By: /s/ Karl U. Sanne                              By: /s/ Randy S. Kercho
   ------------------                                 --------------------
Name: Karl U. Sanne                                Name: Randy S. Kercho
Title: Director                                    Title: CFO


By: /s/ Gerard Muller
   ------------------
Name: Gerard Muller
Title: Director

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