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                           Aussie Apparel Group, Ltd.
                        One World Trade Center, Suite 800
                          Long Beach, California 90831

                  Phone: (562) 983 - 8045 Fax: (562) 498 - 2228
                           www.aussieapparelgroup.com




February 7, 2003



Dear AAPG Shareholders:

I am  extremely  pleased to have signed the closing  documents  with  Federation
Group last month pertaining to our acquisition of the HOT TUNA,  XISLE,  PIRANHA
BOY and PIRANHA  GIRL  brands.  We are now working  diligently  to launch  these
brands in the United States as well as endeavoring to work with foreign entities
on finalizing  distributorships  in various  countries where interest is strong.
These four brands form the basis for an extremely strong platform for the launch
of Aussie Apparel Group, Ltd. ("AAPG" or the "Company").

AAPG is a Southern California based company that we are seeking to introduce our
well  established  Australian  based  extreme  sports  apparel  lines into North
America's estimated $17.4 billion annual sports apparel market.

We will target the global board-sports  apparel industry through a multi-branded
and multi-distribution  channel approach. I firmly believe that the non-reliance
on one brand or one channel of distribution  will allow AAPG to be more flexible
in reacting to the market trends within the boards-sports apparel industry.

Additionally,  we are currently in conversations with multiple entities with the
objective of making further acquisitions from within the board-sports  industry.
Specifically, we are seeking established board-sport brands in the skate or snow
categories.  These strengths will compliment the  considerable  strength that we
already have in the surf category with Hot Tuna, Xisle and Piranha.


MANAGEMENT:

I  would  like  to  take a  minute  now  and  introduce  you to the  world-class
management  team we  have  assembled  at  AAPG.  It is an  unusually  savvy  and
experienced group for such an early stage entity. I believe this management team
gives us a tremendous  competitive edge over the majority of our competitors who
generally  managed  by action  sports  participants/enthusiasts  rather  than by
experienced business managers.

Bruce MacGregor: President/CEO
Mr.  MacGregor  brings over 20 years of sporting  goods  experience  in both the
apparel/footwear  and action  sports  segments  including  both high  growth and
start-up entities. Mr. MacGregor's experience includes Avia where as part of the
original  management  team (VP of  Marketing) he helped grow the brand from $3.0
million in revenue to $200 million within five years. As  President/COO  of L.A.
Gear, he is credited with  restructuring the company to allow for the successful
sale of the business.  At Razor USA LLC, Mr. MacGregor,  as COO, led the scooter
company from $15 million to $200 million in revenue.

Rod Williams:  Senior Vice President of International.
Rod Williams joined HOT TUNA as CEO under Federation. In moving to AAPG with the
brands,  Mr.  Williams  will take on  responsibility  for all of AAPG's  revenue
growth outside of North America. Mr. Williams brings long established experience





in the apparel/footwear  industry,  particularly as it pertains to international
sales.  During his distinguished  career, Mr. Williams has led the international
sales effort with  prestigious  brands such as Timberland  and most recently Rip
Curl, where he served as International Sales Manager before joining HOT TUNA.

Read Worth:  Senior Vice President/General Merchandise Manager
Mr.  Read Worth  comes to the  Company  from RLX Polo  Sport  where he served as
Senior  Vice   President/GMM.   Mr.  Worth  brings  over  15  years  of  apparel
merchandising  experience to AAPG. This includes time with such venerable brands
as Nike,  Patagonia  and Polo.  Mr.  Worth also spent three years as Senior Vice
President at Champs (Foot Locker  division)  where he built their  private label
business from zero to $485 Million.

David Lasell:  Chief Financial Officer
Mr. Lasell brings a plethora of action sports  industry  experience to AAPG as a
result of his 27 years of experience.  Mr. Lasell has spent the last seven years
as a  financial/management  consultant.  Prior to his  consulting  efforts,  Mr.
Lasell served as the Corporate Controller at Bugle Boy Industries.  His previous
experience  also includes C&C Traders  (licensee for Gotcha,  Redsand,  & Rusty)
where he served as CFO and Ocean  Pacific  where he was the VP of  Finance.  Mr.
Lasell began his career in public accounting with Ernst & Ernst.

Stuart Kawamura:  National Sales Manager
Mr.  Kawamura  brings 15 years of sales  management  expertise  within  the surf
apparel  industry to the Company.  Mr. Kawamura was the driving force behind the
sales  success of Redsand,  one of the original surf brands out of the US in the
late 1980's. Since then, he has held the National Sales Manager's positions with
various surf apparel  concerns  including Town & Country Surf, Inc. and SMP USA,
Inc.


Advisory Board Members:

Scott Battenburg:
Mr.  Battenburg is the Chief Financial  Officer at Razor USA LLC. Mr. Battenburg
also served under Mr. MacGregor at L.A. Gear. Mr.  Battenburg brings 12 years of
experience in financial and operations  management in both the consumer products
and financial  services  sectors.  Prior to Razor, Mr.  Battenburg served as the
Vice President of Financial  Planning for the Money Store. Mr.  Battenburg is an
alumnus of KPMG Peat Marwick.

John Kraus:
Mr. Kraus has 20 years of  experience  in sales  management  in the footwear and
apparel  industry.  His storied  background  includes  Avia,  where he served as
Director  of Sales,  and  Pacific  Trail,  an  outerwear  division of London Fog
Industries,  where he was Vice President of Sales.  Mr. Kraus'  experience  also
includes Doc Martens USA, where he was Vice President of Sales & Product for the
youth oriented footwear concern.


Board:

It is my intention to create an experienced board that will provide the ultimate
in  pertinent  advice and  counsel  on the  business  side while  simultaneously
serving as strong, independent shareholder advocates.

Beyond myself, the board presently has one other member, GiGi Carrano,  who also
serves as Company Secretary.

GiGi Carrano:
Ms.  Carrano's vast retail  experience is extremely  helpful to both the Company
and myself.  Ms.  Carrano has ten years of experience on the retail side dealing
with customer and vendor relations,  merchandising,  brand promotion,  inventory

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control  and  sales  performance.  She is also a surfing  enthusiast  in her own
right, making her very familiar with the Southern California surf culture.


HISTORY/BACKGROUND:
- -------------------

AAPG,  through the acquisition of the HOT TUNA (surf),  XISLE  (skate/surf)  and
PIRANHA BOY & GIRL (surf)  brands now own a diverse  range of products  designed
for the action  sports  arena.  We develop  high tech  garments for athletes and
participants in these sports as well as designing more casual lifestyle clothing
aimed at a wider range of consumers.

The Company currently maintains brand awareness in Australia,  New Zealand,  and
other core surf communities such as Southern California, Hawaii and Florida with
the Xisle and Hot Tuna brands. These product lines cater to both male and female
consumer  audiences  and  continual  design  and  development  for both of these
markets is  ongoing.  We also have an  established  clothing  line  directed  to
capturing market share in the children's  apparel space, ages 2-11. This line is
represented under the labels PIRANHA BOY and PIRANHA GIRL.

Hot Tuna has maintained a major presence in Australia as an authentic surf brand
through its 33-year participation with the surfing community and the endorsement
of  world-class  surfers such as Lee  Winkler.  Hot Tuna's  innovative  and surf
inspired  cutting-edge  designs  further  contributed  to the brand's  authentic
reputation.

The Piranha brand is an offshoot of the Hot Tuna brand,  originating  as a label
with which to penetrate  the  children's  mass-market  retail  channel with surf
inspired  apparel.  The brand  utilizes  both the Piranha  Boy and Piranha  Girl
labels in order to effectively market to both genders.

The Xisle  brand was born  through  the Sea Level Surf and Skate  chain based in
Victoria,  Australia.  The retail chain built the brand  internally as a private
label  vehicle.  With the  success of the Xisle  label came  demands  from other
retailers  that they be allowed to purchase the brand on a wholesale  basis.  In
the Victorian region, the Xisle brand went on to claim the number three position
in market share for wetsuits.  As a result,  the Xisle brand,  while maintaining
its authentic roots,  expanded into lifestyle  apparel  reflecting the taste and
needs of surfers and skaters alike.


SALES/PRODUCT INTRODUCTION:
- ---------------------------

Fall 2003:

We received a very enthusiastic responses from many action sports and surf shops
at the recent Surf Expo regarding the  availability  once again, of the HOT TUNA
brand in the U.S.

We are in the process of finalizing  our  independent  rep sales forces for both
the  HOT  TUNA  and  XISLE  brands.  I am  extremely  encouraged  in that we are
attracting  some the best and the brightest in the industry.  Our HOT TUNA sales
samples will be in the rep's hands by the last week of February, while our XISLE
reps will receive  their fall 2003 samples by the second week of March 2003.  We
plan on  delivering  the fall  2003  product  lines by  August  2003 for the all
important  back-to-school  selling  season  at  retail.  We are  targeting  core
specialty  shops and chains with our authentic HOT TUNA line. This includes very
successful entities such as Zumiez,  Pacific Sunwear and Tilly's. With the XISLE
brand, we are pursuing mid-tier  retailers in both the department store (Kohl's,
JCPenney's) and sporting goods (Gart's, Galyan's) distribution segments.

On the PIRANHA  side,  AAPG  management  will deal  directly  with the  targeted
mass-market retailers such as Wal*Mart and Target.

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Spring 2004:

While we start selling the various  product lines  representing  all four brands
for Fall, 2003 delivery,  we have simultaneously  started the design process for
Spring,  2004 delivery.  This will be the first product range fully designed and
developed  completely under your new management.  We are extremely excited about
what we are putting  together and will introduce  these lines at three shows. We
will start with the MAGIC show in Las Vegas in August,  where we will  introduce
the Spring 2004 ranges for the XISLE,  PIRANHA BOY and PIRANHA GIRL brands.  The
spring 2004 HOT TUNA range will be introduced at SUF EXPO and ASR (Action Sports
Retailer) shows, both of which are scheduled in September 2003.


MARKETING:
- ----------

The successful  implementation  of the Company's  marketing  strategies  will be
based upon  management's  efforts to address  core  differences  in each brand's
targeted consumer audience.  I am confident in our ability to effectively manage
a  multi-branded  entity.  In order to foster  the type of brand  image  that is
attractive  to each consumer  group,  each  cross-section  requires that they be
communicated to through specific channels to ensure receptivity, e.g. print-ads,
event sponsorship, department store presence, specialty store presence, etc.

The benefits of selling and marketing  multiple  brands are tremendous as we are
not  reliant  on any one brand or  channel of  distribution  to create  revenue.
Therefore,  AAPG will not be restricted to any one brand's market acceptance. It
also allows us to react to market  and/or  fashion  trends more readily  without
sacrificing  the integrity of any of our brands,  either  through  inappropriate
distribution and/or product.

I am  extremely  happy to announce  that we have  engaged the services of A.D.D.
Marketing in Los Angeles to manage our marketing and promotional efforts. A.D.D.
Marketing is nationally  recognized  for their  knowledge and expertise in youth
markets where the firm utilizes creative guerrilla or counter-culture  marketing
to  create  greater  brand  awareness  and  demand.  A.D.D.  specializes  in the
entertainment,  music and action sports industries. A.D.D.'s clients include but
are not limited to: Proctor & Gamble/Tremor,  Airwalk,  ABC Entertainment,  Game
Show Network,  Nike, Sony Computer  Entertainment,  Interscope Records,  Disney,
Columbia TriStar, EA, Toyota, Vivendi Universal,  Fox Sports Net, Gravity Games,
Dreamworks, etc.

We believe they are  extremely  well suited to  communicate  the Aussie  Apparel
story to the relevant target consumers of each of the respective  brands. We are
pleased to have added a firm of A.D.D.'s reputation to our team.


SOURCING/MANUFACTURING:
- -----------------------

AAPG's  management  collectively  has a vast amount of experience in the design,
development, sourcing and production process, both overseas and domestically. We
feel  confident in our ability to source the finest product at the best possible
cost and delivering it on a timely basis. Presently, Hot Tuna, Xisle and Piranha
utilize separate sourcing entities. We plan to consolidate such efforts in order
to bring an  economy  of scale to the  process,  including  the  ability to gain
greater leverage in dealing with our sourcing partners on the cost of product.

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CONCLUSION:
- -----------


We know  that  as  Shareholders  you  are  focused  not  only  on our  corporate
initiatives,  but also on steps we take to increase the awareness of the company
among the Wall Street community.  We take shareholder value seriously,  and will
continue  to take  action to  broaden  our  Shareholder  base.  Ultimately,  our
objective would be to obtain a listing on a National Exchange.

I look  forward  to  communicating  further  with  you in the  future  regarding
additional progress. To that end, I also encourage you to periodically check out
our web site at  www.aussieapparelgroup.com.  Our site  houses the latest  press
releases and provides you with the ability to check on your company.

We know that our employees, customers and shareholders remain our most important
constituents.  We will continue to work  everyday to justify your  confidence in
us. On behalf of our  management  team and  employees,  let me thank you all for
your continued support!

Respectfully,

/s/ Bruce W. MacGregor
- -----------------------
    Bruce W. MacGregor
    President/CEO


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