
<PAGE>
                                           
                                 AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                  I.G. DESIGN, INC.

    I.G. Design, Inc., a Delaware corporation having its principal Delaware 
office in Wilmington, Delaware (the "Corporation") hereby certifies to the 
Secretary of State of the State of Delaware that:

    FIRST:    The name of the Corporation is I.G. Design, Inc.  The 
Corporation, was originally incorporated under the name Isbuyco, Inc., and 
the original Certificate of Incorporation was filed with the Secretary of 
State of the State of Delaware on August 2, 1984.  An Amended and Restated 
Certificate of Incorporation was filed on April 16, 1987.

    SECOND:   This Amended and Restated Certificate of Incorporation (the 
"Certificate") was duly adopted and declared advisable by unanimous written 
consent of the Board of Directors in accordance with the applicable 
provisions of Sections 242 and 141 of the General Corporation Law of the 
State of Delaware. 

    THIRD:    The stockholders of the Corporation duly adopted this 
Certificate in a Special Meeting of the stockholders in accordance with the 
applicable provisions of Sections 211, 242 and 245 of the General Corporation 
Law of the State of Delaware.

    FOURTH:   The Certificate of Incorporation of the Corporation is amended 
and restated in its entirety to read as follows:

                  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                             I.C. ISAACS & COMPANY, INC.

    FIRST.    Name.  The name of the Corporation is I.C. Isaacs & Company, 
Inc.

    SECOND.   Registered Office and Agent.  The address of the registered 
office of the Corporation in the State of Delaware is 1013 Centre Road, in 
the City of Wilmington, County of New Castle.  The name of its registered 
agent at such address is Corporation Service Company.

    THIRD.    Purpose.  The purposes for which the Corporation is formed are 
to engage in any lawful act or activity for which corporations may be 
organized under the General Corporation Law of Delaware, as amended from time 
to time, (the "DGCL") and to possess and exercise all of the powers and 
privileges granted by such law and other laws of Delaware.

    FOURTH.   Capital Stock.  The total number of shares of capital stock of 
all classes that the Corporation shall have authority to issue is 55,000,000 
shares.  The authorized capital stock is divided into 50,000,000 shares of 
common stock, with the par value of $.0001 each (the "Common Stock") and 
5,000,000 shares of preferred stock, with the par value of $.0001 each (the 
"Preferred Stock").  Stockholders shall not have preemptive rights to acquire 
additional shares of stock of any class which the Corporation may elect to 
issue or sell.

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    (b)  Common Stock.  Subject to all of the rights of the holders of 
Preferred Stock provided for by resolution or resolutions of the Board of 
Directors pursuant to this Article FOURTH or provided for by the DGCL, each 
holder of Common Stock shall have one vote per share of Common Stock held by 
such holder on all matters on which holders of Common Stock are entitled to 
vote and shall have the right to receive notice of and to vote at all 
meetings of the stockholders of the Corporation.  The holders of Common Stock 
shall have the right to receive dividends as and if declared by the Board of 
Directors in its sole discretion, subject to any limitations on the declaring 
of dividends imposed by the DGCL or the rights of holders of Preferred Stock 
provided for by resolutions or resolutions of the Board of Directors pursuant 
to this Article FOURTH.

    (c)  Preferred Stock.  Authority is hereby expressly granted to the Board 
of Directors of the Corporation, subject to the provisions of this Article 
FOURTH and to the limitations prescribed by the DGCL, to authorize the 
issuance of one or more classes of Preferred Stock and, with respect to each 
such class, to fix by resolution or resolutions providing for the issue of 
such class, the voting powers, full or limited, if any, of the shares of such 
class, the designations, preferences and relative, participating, optional or 
other special rights, and qualifications, limitations or restrictions 
thereof.  The authority of the Board of Directors with respect to each class 
thereof shall include, but not be limited to, the determination or fixing of 
the following:

          (i)  the designation of such class;

          (ii) the number of shares to compose such class, which number the 
Board of Directors may thereafter (except where otherwise provided in a 
resolution designating a particular class) increase (but not above the total 
number of authorized shares of the class) or decrease (but not below the 
number of shares thereof then outstanding);

          (iii) the dividend rate of such class, the conditions and dates 
upon which such dividends shall be payable, the relation which such dividends 
shall bear to the dividends payable on any other class or classes of capital 
stock of the Corporation and whether such dividends shall be cumulative or 
noncumulative;

          (iv) whether the shares of such class shall be subject to 
redemption by the Corporation and, if made subject to such redemption, the 
times, prices and other terms and conditions of such redemption;

          (v)  the terms and amount of any sinking fund provided for the 
purchase or redemption of the shares of such class;

          (vi) whether the shares of such class shall be convertible into or 
exchangeable for shares of any other class or classes of any capital stock or 
any other securities of the Corporation, and, if provision is made for 
conversion or exchange, the times, prices, rates, adjustments and other terms 
and conditions of such conversion or exchange;

          (vii) the extent, if any, to which the holders of shares of such 
class shall be entitled to vote with respect to the election of directors or 
otherwise;

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         (viii) the restrictions, if any, on the issuance or reissuance of 
any additional Preferred Stock;

         (ix) the rights of the holders of the shares of such class upon the 
dissolution of, voluntary or involuntary liquidation, winding up or the 
distribution of assets of the Corporation; and 

         (x)  the manner in which any facts ascertainable outside the 
resolution or resolutions providing for the issue of such class shall operate 
upon the voting powers, designations, preferences, rights and qualifications, 
limitations or restrictions of such class.

    (d)  Subject to all of the rights of the holders of Preferred Stock 
provided for by resolution or resolutions of the Board of Directors pursuant 
to this Article FOURTH or by the DGCL, the Board of Directors is hereby 
authorized to create and to authorize and direct the issuance (on either a 
pro rata or a non-pro rata basis) by the Corporation of rights, options and 
warrants for the purchase of shares of capital stock of the Corporation, 
other securities of the Corporation or shares or other securities of any 
successor in interest of the Corporation (a "Successor"), at such times, in 
such amounts, to such persons, for such consideration (if any), with such 
form and content (including without limitation the consideration for which 
any shares of capital stock of the Corporation, other securities of the 
Corporation or shares or other securities of any Successor are to be issued) 
and upon such terms and conditions as it may from time to time determine, 
subject only to the restrictions, limitations, conditions and requirements 
imposed by the DGCL, other applicable laws and this Certificate.

    FIFTH.    Term.  The Corporation is to have perpetual existence.

    SIXTH.    Management of the Affairs of the Corporation.  (a)  The 
business and affairs of the Corporation shall be managed by its Board of 
Directors, which may exercise all the powers of the Corporation and do all 
such lawful acts and things that are not conferred upon or reserved to the 
stockholders by law, by this Certificate or by the Amended and Restated 
By-laws of the Corporation (the "By-laws").

    (b)  The following provisions are inserted for the limitation and 
regulation of the powers of the Corporation and of its directors and 
stockholders:

          (i)  The Board of Directors shall have the power to make, alter, 
amend, change or repeal the By-laws by the affirmative vote of a majority of 
the members of the Board of Directors then in office.  In addition, the 
By-laws may be made, altered, amended, changed or repealed by the 
stockholders of the Corporation upon the affirmative vote of the holders of 
at least 66-2/3% of the outstanding capital stock entitled to vote thereon.

          (ii) The number of directors of the Corporation shall be as from 
time to time fixed by, or in the manner provided in, the By-laws of the 
Corporation. The directors shall be divided into three classes, designated 
Class I, Class II and Class III.  Each class shall consist, as nearly as may 
be possible, of one-third of the total number of directors constituting the 
entire Board of Directors. The term of the initial Class I directors shall 
terminate on the date of the 1998

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annual meeting of stockholders; the term of the initial Class II directors 
shall terminate on the date of the 1999 annual meeting of stockholders; and 
the term of the initial Class III directors shall terminate on the date of 
the 2000 annual meeting of stockholders.  At each annual meeting of 
stockholders beginning in 1998, successors to the class of directors whose 
term expires at that annual meeting shall be elected for a three year term.  
If the number of directors is changed, any increase or decrease shall be 
apportioned among the classes so as to maintain the number of directors in 
each class as nearly equal as possible, but in no case will a decrease in the 
number of directors shorten the term of any incumbent director.  A director 
shall hold office until the annual meeting for the year in which his term 
expires and until his successor shall be elected and shall qualify, subject, 
however, to prior death, resignation, retirement, disqualification or removal 
from office.

    The term of a director elected to fill a newly created directorship or 
other vacancy shall expire at the same time as the terms of the other 
directors of the class for which the new directorship is created or in which 
the vacancy occurred.  Any vacancy on the Board of Directors that results 
from an increase in the number of directors and any other vacancy occurring 
on the Board of Directors, howsoever resulting, may be filled by a majority 
of the directors then in office, even if less than a quorum, or by a sole 
remaining director. Any director so elected by the Board of Directors to fill 
a vacancy shall hold office for a term that shall coincide with the term of 
the class to which such director shall have been elected.

    Notwithstanding the foregoing, whenever the holders of any one or more 
classes or series of Preferred Stock issued by the Corporation shall have the 
right, voting separately by class or series, to elect directors at an annual 
or special meeting of stockholders, the election, term of office, filling of 
vacancies and other features of such directorships shall be governed by the 
terms of this Certificate or the resolution or resolutions adopted by the 
Board of Directors pursuant to Article FOURTH applicable thereto, and such 
directors so elected shall not be divided into classes pursuant to this 
clause (b) of Article SIXTH unless expressly provided by such terms.

         (iii) Subject to the rights, if any, of the holders of shares of 
Preferred Stock then outstanding, any or all of the directors of the 
Corporation may be removed from office at any time by the stockholders of the 
Corporation, but only for cause and only by the affirmative vote of the 
holders of a majority of the outstanding shares of the Corporation then 
entitled to vote generally in the election of directors, considered for 
purposes of this paragraph as one class.

         (iv) The Corporation may in its By-laws confer powers upon the Board 
of Directors in addition to the foregoing and in addition to the powers and 
authorities expressly conferred upon the Board of Directors by applicable law.

    SEVENTH.  Limitation on Liability.  No director of the Corporation shall 
be personally liable to the Corporation or to any stockholder of the 
Corporation for monetary damages for breach of fiduciary duty as a director, 
provided that this provision shall not limit the liability of a director (i) 
for any breach of the director's duty of loyalty to the Corporation or its 
stockholders, (ii) for acts or omissions not in good faith or which involved 
intentional misconduct

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or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) 
for any transaction from which the director derived an improper personal 
benefit.

    If the DGCL or any other statute of the State of Delaware hereafter is 
amended to authorize the further elimination or limitation of the liability 
of directors of the Corporation, then the liability of a director of the 
Corporation shall be limited to the fullest extent permitted by the statutes 
of the State of Delaware, as so amended, and such elimination or limitation 
of liability shall be in addition to, and not in lieu of, the limitation on 
the liability of a director provided by the foregoing provisions of this 
Article SEVENTH.

    Any repeal of or amendment to this Article SEVENTH shall be prospective 
only and shall not adversely affect any limitation on the liability of a 
director of the Corporation existing at the time of such repeal or amendment.

    EIGHTH.   Meetings of Stockholders.  Meetings of stockholders may be held 
within or without the State of Delaware, as the By-laws may provide.

    NINTH.    Corporate Records.  The books of the Corporation may be kept 
(subject to any provision contained in applicable statutes) outside the State 
of Delaware at such place or places as may be designated from time to time by 
the Board of Directors or in the By-laws.

    TENTH.    Right to Amend.  The Corporation reserves the right to amend, 
alter, change or repeal any provision contained in this Certificate and in 
any certificate amendatory hereof, in the manner now or hereafter prescribed 
by statute, and all rights conferred upon stockholders or others hereunder or 
thereunder are granted subject to this reservation.  Notwithstanding the 
foregoing, the affirmative vote of the holders of at least 66-2/3% of the 
outstanding shares of Common Stock shall be required to amend or repeal, or 
adopt any provision inconsistent with, clause (b) of Article SIXTH or this 
Article TENTH of this Certificate.

    ELEVENTH.   Indemnification.  (a)  The Corporation shall, to the fullest 
extent permitted by Section 145 of the DGCL, indemnify each person who was or 
is a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative 
or investigative, by reason of the fact that he is or was, or has agreed to 
become, a director or officer of the Corporation, or is or was serving, or 
has agreed to serve, at the request of the Corporation, as a director, 
officer or trustee of, or in a similar capacity with, another corporation, 
partnership, joint venture, trust or other enterprise (including any employee 
benefit plan), or by reason of any action alleged to have been taken or 
omitted in such capacity, against all expenses (including attorneys' fees), 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him or on his behalf in connection with such action, suit or 
proceeding and any appeal therefrom.

    (b)  Indemnification may include payment by the Corporation of expenses 
in defending an action or proceeding in advance of the final disposition of 
such action or proceeding upon receipt of an undertaking by the person 
indemnified to repay such payment if it is ultimately determined that such 
person is not entitled to indemnification under this Article ELEVENTH,

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which undertaking may be accepted without reference to the financial ability 
of such person to make such repayment.

    (c)  The Corporation shall not indemnify any such person seeking 
indemnification in connection with a proceeding (or part thereof) initiated 
by such person unless the initiation thereof was approved by the Board of 
Directors of the corporation.

    (d)  The indemnification rights provided in this Article ELEVENTH (i) 
shall not be deemed exclusive of any other rights to which those indemnified 
may be entitled under any law, agreement or vote of stockholders or 
disinterested directors or otherwise, and (ii) shall inure to the benefit of 
the heirs, executors and administrators of such persons.  The Corporation 
may, to the extent authorized from time to time by its Board of Directors, 
grant indemnification rights to other employees or agents of the Corporation 
or other persons serving the Corporation and such rights may be equivalent 
to, or greater or less than, those set forth in this Article ELEVENTH.

    This Certificate shall be effective upon its filing with the Secretary of 
State of the State of Delaware.

    I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for 
the purpose of forming a Corporation pursuant to the General Corporation Law 
of the State of Delaware, do make this certificate, hereby declaring and 
certifying that this is my act and deed and the facts herein stated are true 
and, accordingly, have hereunto set my hand this 2nd day of August, 1984.

                                            /s/ Wendy J. Saunders    
                                            --------------------------
                                            Wendy J. Saunders   
                                            --------------------------
                                            Sole Incorporator

       IN WITNESS WHEREOF, the Corporation has caused its corporate seal to 
be affixed hereto and this Certificate to be signed by its President and 
Co-Chief Executive Officer and attested to by its Secretary this ____ day of 
_____, 1997.

                                            I.G. DESIGN, INC.


                                            By:  /s/ GERALD W. LEAR
                                                 -----------------------
                                                 Gerald W. Lear, President
                                                 and Co-Chief Executive Officer

Attested: /s/ EUGENE C. WIELEPSKI
          -----------------------
           Eugene C. Wielepski
           Secretary





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