Exhibit 99.7
[PACIFIC CYCLE LOGO]
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100 Fairway Drive, Suite 100, Vernon Hills, IL 847-573-3057 o Fax 847-573-0679
January 16, 2001
Dorson Sports Acquisition, Inc.
1 Roebling Court
Ronkonkoma, new York 11797
Re: License Agreement Between Pacific Cycle, LLC ("Licensor") and
Empire of Carolina (the "Seller"), dated august 26, 19099, as amended
to date hereof (the "Mongoose License")
Dear Sirs:
Reference is made to the above referenced Mongoose License, pursuant to
which Dorson Sports, Inc., a New York corporation ("Dorson") and heretofore, a
wholly-owned subsidiary of Seller, sells and distributes snowboards, skateboards
and related products bearing the Mongoose(R) trademark. We are advised that (i)
Seller has filed a voluntary petition pursuant to chapter 11 of the Bankruptcy
Code of the United States with the United States Bankruptcy court for the
Southern District of Florida (the "Court"); (ii) all of the outstanding shares
of capital stock of Dorson are being sold by Seller to you as buyer (the
"Buyer") pursuant to the provision of a Stock Purchase agreement dated January
17, 2001 (the "Stock Purchase Agreement") in a transaction to be consummated
with court approval; (iii) pursuant to he purchase Agreement, the rights and
interest of Seller in and to the Mongoose License are being assigned to Dorson;
and (iv_ the closing on the above transactions (the "Closing") is scheduled to
occur on or about January 19, 2001 (the date on which such closing occurs in
herein called the "Closing Date").
In connection with the above transactions, we hereby confirm to the
Buyer and Licensee that as of the Closing Date:
(1) the Mongoose License is in full force and effect and there is no
existing default by seller or Dorson under the terms thereof;
(2) Licensor hereby consents to the sale of the shares of Dorson stock
to Buyer and the assignment of the rights and interests of Seller under the
Mongoose License to Dorson.
(3) From and after the Closing Date, the Licensor will continue to
recognize Dorson as the Licensee under the Mongoose License, which, except for
such substitution of Dorson for Seller, shall remain in full force and effect in
accordance with its terms; and
(4) Licensor will look to Seller for the payment of any unpaid fees an
commissions owing pursuant to the Mongoose License which shall have accrued
prior to the fourth calendar quarter of 2000, with Dorson to be responsible for
payment of any such fees and commissions accruing from and after October 1,
2000.
Very truly yours,
PACIFIC CYCLE, LLC
By: /s/ Paul G. Silver
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Paul G. Silver, General Counsel