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                              As of March 10, 1993

Congress Financial Corporation
1133 Avenue of the Americas
New York, NY  10036

          Re:   Third Amendment to Financing Agreements

Dear Gentlemen:

   Reference is made to the Accounts Financing Agreement [Security Agreement] 
between Congress Financial Corporation ("Congress") and I.C. Isaacs & Co. 
L.P. ("Borrower") dated as of June 16, 1992 (the "Accounts Agreement") and 
all supplements thereto, and all other agreements, documents and instruments 
related thereto and executed in connection therewith including, the Covenant 
Supplement to Accounts Financing Agreement [Security Agreement] ("Covenant 
Supplement") and the Inventory and Equipment Security Agreement Supplement to 
Accounts Financing Agreement [Security Agreement] ("Inventory and Equipment 
Security Agreement"), as each is amended by the Amendment to Financing 
Agreements dated October 30, 1992 and Second Amendment to Financing 
Agreements dated as of January 4, 1993, as the same now exists or may 
hereafter be further amended, modified, supplemented, extended, renewed, 
restated or replaced (collectively, the "Financing Agreements").  Capitalized 
terms used herein, unless otherwise defined herein shall have the meaning set 
forth in the Financing Agreements.

   Borrower has requested certain modifications to the Financing Agreements 
and Congress is willing to agree to such modifications, subject to the terms 
and conditions set forth herein.

   In consideration of the foregoing, and the mutual agreements and 
covenants contained herein and for other good and valuable consideration, 
Borrower and Congress hereby agree as follows:

   1.  Supplemental Loans.  Section 2.1 of the Accounts Agreement, as amended 
by the Second Amendment, is hereby deleted in its entirety and replaced with  
the following:

       "2.1 You shall, in your discretion, make loans to us from time to 
    time, at our request, of up to eighty percent (80%) of the Net Amount of 
    Eligible Accounts (or such greater or lesser percentage thereof as you shall
    in your sole discretion determine from time to time).  Subject to the terms 
    and conditions hereof, you 

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   may also, in your discretion, make loans to us from time to time, at our 
   request, of up to $1,000,000 in excess of such lending formula until July 
   29, 1993, subject to reduction thereof as hereafter set forth, (the 
   "Supplemental Loans"); provided, however, the maximum aggregate 
   outstanding amount of such Supplemental Loans shall not exceed the lesser 
   of (a) $1,000,000 and (b) the sum of (i) fifty percent (50%) of the 
   aggregate "Value" (as hereinafter defined) of our first quality (A) 
   imported finished goods Inventory (as such term is defined in the 
   Inventory and Equipment Security Agreement), (B) imported raw materials 
   Inventory and (C) imported raw materials Inventory which has been 
   manufactured in the United States into finished goods Inventory, provided, 
   however, in each such cash such Inventory is held by us for manufacturing 
   and/or resale in our current selling season and is acceptable to you in 
   all respects, plus (ii) up to five percent (5%) of the Net Amount of 
   Eligible Accounts. "Value" shall mean the lower of (a) cost computed on a 
   first-in-first-out basis or (b) market price, as determined by you. 
   Notwithstanding anything to the contrary contained herein the outstanding 
   balance of Supplemental Loans shall be repaid in full on July 30, 1993."

   2. Fee. In partial consideration of the amendments to the Financing 
Agreements as set forth herein, Borrower agrees to pay Congress a fee in an 
amount equal to $7,500, payable simultaneously with the execution hereof, 
which fee is fully earned as of the date hereof. At Congress' option, 
Congress may charge such fee directly to Borrower's loan account.

   3. Inventory Reports. In addition to any reports or appraisals as to 
Inventory which Borrower is currently required to deliver to Congress 
pursuant to the Financing Agreements, Borrower shall deliver to Congress, not 
less than once a week, a report of its first quality imported raw materials 
Inventory, imported finished goods Inventory and imported raw materials 
Inventory that has been converted into finished goods Inventory, all in a 
form satisfactory to Congress.

   4. Effect and Entirety of this Amendment. Except as specifically modified 
pursuant hereto, no other changes or modifications to the Financing 
Agreements are intended or implied and, in all other respects, the Financing 
Agreements are hereby ratified and confirmed by all parties hereto as of the 
date hereof. This Amendment represents and incorporates the entire 
understanding and agreements of the parties with respect to the matters set 
forth herein and the parties hereto agree that there are no representations, 
warranties, covenants or understandings of any kind, nature or description 
whatsoever made by Congress to


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Borrower with respect to this Amendment, except as specifically set forth 
herein. This Amendment represents the final agreement between the parties and 
may not be contradicted by evidence or prior, contemporaneous or subsequent 
oral agreements of the parties.

   5. Waiver, Modification, Etc. No provision or term hereof may be modified, 
altered, waived, discharged or terminated orally, but only by an instrument 
in writing executed by the party against whom such modification, alteration, 
waiver, discharge or termination is sought.

   6. Further Assurances. The parties hereto shall execute and deliver such 
additional documents and take such additional action as may be necessary to 
effectuate the provisions and purposes of this Amendment.

   7. Counterparts. This Amendment may be executed in one or more 
counterparts which, taken together, shall constitute the agreement of the 
parties.

                                       Very truly yours,

                                       I.C. ISAACS & CO. L.P.
                                       By: ISBUYCO, INC., General Partner
                                           By: /s/ Gerald W. Lear
                                           -------------------
                                           Title: CEO
                                           -------------------

Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/ Alan M. Lapidus
    ---------------
Title: AVP
    ---------------
Acknowledged:
/s/ Robert J. Arnot
    ---------------
ROBERT ARNOT

/s/ Gary Brashers
    ---------------
GARY BRASHERS

/s/ Stanley Keller
    ---------------
STANLEY KELLER

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                  [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

/s/ Gerald Lear
------------
GERALD LEAR

/s/ Eugene Wielepski
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EUGENE WIELEPSKI

/s/ Ira Hechler
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IRA HECHLER

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