EXHIBIT 99.2
                                    AGREEMENT
                                    ---------

            AGREEMENT  made and  entered  into as of this 16th day of  December,
2003 (the  "Agreement"),  by and between  Everlast  Worldwide  Inc.,  a Delaware
corporation ("Everlast"), and Ben Nadorf ("Nadorf").

                                   WITNESSETH:
                                   -----------

            WHEREAS,  Nadorf is the record and beneficial owner of 31,500 shares
of Series A Redeemable  Participating Preferred Stock, stated value of $1,000.00
per share of Everlast (the "Preferred Shares"); and

            WHEREAS,  pursuant to the certain  "Certificate of The Designations,
Powers,  Preferences and Rights," issued by Everlast Worldwide Inc. the pro-rata
redemption  of 45,000 shares of Series A Redeemable  Preferred  Stock ( of which
40,500  shares was issued to Mr. Ben Nadorf as his  proportionate  interest)  is
mandated  over a period of nine (9)  years,  commencing  on  December  31,  2001
through  December 31, 2009,  payable to each of the  Preferred  stockholders  as
their interest may appear, in equal installments totaling $5 Million each year (
of which  $4,500,000  is paid  annually  to Mr. Ben Nadorf as his  proportionate
interest); and

            WHEREAS,  on the fifth  anniversary of its closing date and pursuant
to the  "Agreement and Plan of Merger"  (Section 1.10) (the "Merger  Agreement")
between  Everlast  World's  Boxing   Headquarters  Inc  and  Everlast  Worldwide
Inc.[formerly  known as Active  apparel  Group Inc.],  known as the  "Make-Whole
Adjustment,"  Everlast  is  obligated  to issue  pro-rata ( in  accordance  with
Schedule I of the "Agreement and Plan of Merger",) to the former stockholders of
Everlast  World's  Boxing  Headquarters  Inc. a sufficient  number of additional
shares of common stock or the cash equivalent thereof,  which in addition to the
market value of the 380,000 shares of common stock issued as "additional shares"
under the merger agreement, aggregate $5 Million; and

            WHEREAS, the parties hereto have agreed to amend and or modify their
mutual  obligations  with respect to the  aforesaid  redemption  and "Make Whole
Adjustment"  set forth above,  and in  consideration  of the premises and of the
mutual  covenants and agreements of the parties herein  contained,  Everlast and
Nadorf, hereby agree as follows:







            1.  In lieu of a cash payment for the redemption of a portion of the
                Series A Preferred  Stock owned by Ben Nadorf  ($2,000,000)  for
                each of the four years  commencing  December 14,  2003,  through
                December 14, 2006,  Ben Nadorf  shall issue four  interest  only
                term loans to  Everlast.  The loans  shall be secured by four $2
                million  Promissory  Notes from Everlast which shall provide for
                the  payment  of  interest  only,  in the sum of 9.5% per  annum
                during the years 2004 through 2007 and 10% during 2008, upon the
                unpaid  balance.  The  promissory  notes  shall  continue  to be
                collateralized  by the  trademarks  and licenses on the Everlast
                name plus all other  collaborational  protection for the lender,
                Ben Nadorf, pursuant to the Merger Agreement.

            2.  Each of the loans shall  mature on  December  14, 2008 and shall
                aggregate  $8,000,000.  Everlast shall have the right to pre-pay
                the promissory  note in full prior to December 14, 2008 together
                with all unpaid interest due at the time of pre-payment.

            3.  Interest on the loans will be payable  annually on December 14th
                of each year commencing 2004.

            4.  With the  exception  of the  above,  all of the other  terms and
                conditions  of the  "Certificate  of The  Designations,  Powers,
                Preferences and Rights" shall remain unchanged and in full force
                and effect.

            5.  The date of the "Make  Whole  Adjustment"  shall be  extended to
                October 24, 2007, the seventh  anniversary of the closing of the
                merger.

            6.  Sue Nadorf will become an employee of Everlast  Worldwide,  Inc.
                commencing January 1, 2004 through December 31, 2014. Her annual
                salary will be $40,000,  payable in 26  installments  coinciding
                with  the  Company's  payroll  processing,   together  with  all
                benefits provided to other full-time employees.

            7.  A special  dividend on the outstanding  Preferred  Shares in the
                amount of $800,000 shall be paid to Nadorf on December 14, 2003.

Representations and Warranties.
-------------------------------

            Nadorf represents that all of the Series A Preferred Stock which are
the  subject  of this  Agreement  are  solely  owned by him and/or a trust to be
created  by him,  and are free and  clear  of any and all  liens,  encumbrances,
claims,  charges  and  assessments  and subject to no  options,  agreements,  or
restrictions with respect to transferability.

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            Nadorf further represents that upon the issuance of the four $2
million Promissory Notes, 8,000 Preferred Shares shall be deemed redeemed and
retired. Further, upon Nadorf's annual receipt of the payment of $2,500,000 for
each year commencing December 14, 2003 through December 14, 2006, and $4,500,000
from December 14, 2007 through December 14, 2009 from Everlast, he shall deliver
stock certificate(s) representing the balance of the Preferred Shares then due
upon the Mandatory Redemption Date(s) set forth in the Certificate of the
Designation, duly endorsed for transfer or accompanied by appropriate stock
powers duly executed, in either case in favor of Everlast.

            Everlast hereby represents and warrants to Nadorf as follows:

            1.  AUTHORIZATION.  Everlast has all requisite power, legal capacity
and authority to enter into, and acquire the Shares pursuant to, this Agreement,
to  issue  the  Promissory  Note  and to  assume  and  perform  its  obligations
hereunder.  This Agreement,  when duly executed and delivered by Everlast,  will
constitute  a legal,  valid and  binding  obligation  of  Everlast,  enforceable
against Everlast in accordance with its terms

            2.  APPROVALS  AND  CONSENTS.  No  action,   approval,   consent  or
authorization,  including, but not limited to, any action, approval,  consent or
authorization  by any  governmental or  quasi-governmental  agency,  commission,
board,  bureau or  instrumentality  is  necessary  or required as to Everlast in
connection  with the execution,  delivery and  performance of this Agreement and
consummation of the transactions contemplated hereby.

Conditions to Closing.
----------------------

            1.  PROMISSORY  NOTE.  The  Promissory  Notes  shall  have been duly
executed and delivered by Everlast to Nadorf.

            2.  STOCK  CERTIFICATE.  Nadorf  shall  deliver a stock  certificate
representing the Shares duly endorsed for transfer or accompanied by appropriate
stock powers duly executed, in either case in favor of Everlast.

            3.  CONSULTING  AGREEMENT.   Everlast  shall  have  entered  into  a
consulting agreement with Sue Nadorf pursuant to the terms and conditions of the
Consulting Agreement attached hereto.

            4. CERTIFICATE OF DESIGNATION. The Certificate of Designations shall
remain unchanged and in full force and effect.

General Provisions.
-------------------

            1.  ENTIRE   AGREEMENT;   AMENDMENT  AND  WAIVER.   This   Agreement
constitutes the entire agreement  between the parties hereto with respect to the

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subject  matter  contained  herein  and  supersedes  all prior  oral or  written
agreements,  if any,  between the parties  hereto with  respect to such  subject
matter and, except as otherwise  expressly  provided herein or therein,  are not
intended to confer upon any other  person any rights or  remedies  hereunder  or
thereunder.  Any  amendments  hereto  or  modifications  hereof  must be made in
writing and  executed by each of the  parties  hereto.  Any failure by Nadorf or
Everlast  to enforce any rights  hereunder  shall not be deemed a waiver of such
rights.

            2. NOTICES. All notices,  requests, demands and other communications
given or made  hereunder  shall be in  writing  and shall be deemed to have been
duly given when  delivered  personally or by facsimile  transmission,  in either
case with receipt acknowledged, or one day after being sent by overnight courier
to Everlast or Nadorf at their  respective  addresses set forth on the signature
page of this Agreement, and, in each case, to such other address as either party
shall have given to the other party by similar notice.

            3. GOVERNING LAW; CONSENT TO  JURISDICTION.  This agreement shall be
governed by, and construed in accordance with, the law of the State of New York.
Each party  hereto  hereby  irrevocably  submits to the  exclusive  personal and
subject matter jurisdiction of the United States District Court for the Southern
District of New York and the Supreme  Court of the State of New York  located in
the borough of Manhattan over any suit,  action or proceeding  arising out of or
relating to this agreement.  each party hereby irrevocably waives to the fullest
extent  permitted by law, (a) the right to trial by jury; (b) any objection that
they  may now or  hereafter  have to the  venue  of any  such  suit,  action  or
proceeding  brought  in any such  court;  and (c) any claim  that any such suit,
action or proceeding has been brought in an inconvenient  forum.  Final judgment
in any suit, action or proceeding  brought in any such court shall be conclusive
and binding upon each party duly served with process therein and may be enforced
in the courts of the jurisdiction of which either party or any of their property
is subject, by a suit upon such judgment.

            4. BINDING EFFECT; ASSIGNMENT. This Agreement and the various rights
and obligations  arising  hereunder shall inure to the benefit of and be binding
upon Nadorf and Everlast and their  respective  heirs,  successors  and assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be  transferred  or assigned (by  operation of law or otherwise) by any of
the parties hereto without the prior written  consent of the other party hereto.
Any  transfer or  assignment  of any of the  rights,  interests  or  obligations
hereunder  in  violation  of the terms  hereof  shall be void and of no force or
effect.

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            5. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by virtue of any rule of law, or
public policy,  all other  conditions  and  provisions of this  Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
adverse to any party.

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
executed as of the day and year first above written.



                                             /s/ Ben Nadorf
                                             -------------------------------
                                             BEN NADORF
                                             6650 Audubon Trace - West,
                                             West Palm Beach,
                                             Florida 33412-3001
                                             Facsimile: (561) 626-9086


                                             EVERLAST WORLDWIDE INC.
                                             1350 Broadway, Suite 2300,
                                             New York, New York 10018
                                             Facsimile:  (212) 239-4261


                                             By /s/ George Q Horowitz
                                                ------------------------
                                             George Q Horowitz
                                             President and CEO

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