

<PAGE>

                                        April   , 1995

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

    Re: Ninth Amendment to Financing Agreements

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, as amended (the "Accounts 
Agreement") and all supplements thereto, and all other agreements, documents 
and instruments related thereto and executed in connection therewith 
(collectively, all of the foregoing, as the same now exist or may hereafter 
be further amended, modified, supplemented, extended, renewed, restated or 
replaced, the "Financing Agreements"). Capitalized terms used herein, unless 
otherwise defined herein, shall have the meaning set forth in the Financing 
Agreements.

   Borrower has requested an extension of, and certain modifications to, the 
Financing Agreements and Congress is willing to agree to such extension and 
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, 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 (80%) percent 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 may also, in your 
       discretion, make loans to us from time to time, in excess of such 
       lending formula, at our request, of up to $1,000,000 from June 15, 
       1995 until August 15, 1995 (the "Supplemental Loans"). Notwithstanding 
       anything to the contrary contained herein, the entire outstanding 
       balance of all Supplemental Loans shall be repaid in full not later 
       than August 15, 1995."

     2. Interest. Effective June 1, 1995, Section 3.1 of the Accounts 
Agreement shall be automatically amended by deleting the reference to "two 
and one-half percent (2-1/2%): and replacing it with "one percent (1%)".


<PAGE>


          3.    Unused Line Fee.  Effective June 1, 1995, Section 3.5 of the 
Accounts Agreement, as amended, shall be automatically further amended by 
deleting all references to "$12,500,000" and replacing them with 
"$10,000,000".

          4.    Servicing Fee.  Effective June 1, 1995, Section 3.6 of the 
Accounts Agreement shall be automatically amended by deleting the reference 
to "$2,000" and replacing it with "$1,500".

          5.    Clearance Days.  Effective June 1, 1995, Section 5.1 of the 
Accounts Agreement shall be automatically amended by deleting the reference 
to "two (2) business days" and replacing it with "one (1) business day".

          6.    Renewal Date.   Section 9.1 of the Accounts Agreement, as 
amended, is hereby further amended by deleting the first sentence thereof in 
its entirety and substituting the following therefor:

                "9.1 This Agreement shall become effective upon acceptance by 
          you and shall continue in force and effect for a term ending June 16,
          1996 (the "Renewal Date") and from year to year thereafter, unless 
          sooner terminated pursuant to the terms hereof."

          7.    Early Termination Fee.  Section 9.2 of the Accounts Agreement, 
as amended, is hereby further amended by deleting the period, and adding the 
following, at the end of the first sentence of such Section:

                ", or (d) one (1%) percent of the Maximum Credit if such 
          termination occurs after the third anniversary of this Agreement but
          prior to the fourth anniversary of this Agreement."

          8.    Letter of Credit Fee.  Effective June 1, 1995, Section 1.5 of 
the Trade Financing Agreement Supplement to Accounts Agreement, dated June 
16, 1992, by Borrower in favor of Congress, shall be automatically amended by 
deleting the reference to ".2083%" and replacing it with ".1667%".

          9.    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 Borrower with respect to this 
Amendment, except as specifically set forth herein.  This Amendment 
represents the final agreement between the parties as to the subject matter 
hereof and may not


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be contradicted by evidence or prior, contemporaneous or subsequent oral 
agreements of the parties.

   10. 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.

   11. 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.

   12. 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/ Robert J. Arnot
                                                --------------------------
                                            Title:  Chairman
                                                   -----------------------

Agreed and Accepted:

CONGRESS FINANCIAL CORPORATION

By: /s/ Eric S. Miller
    --------------------------
Title:  Asst. Vice President
       -----------------------


ACKNOWLEDGED:
/s/ Ira Hechler
------------------------------
IRA HECHLER


/s/ Robert J. Arnot
------------------------------
ROBERT ARNOT


/s/ Gerald W. Lear
------------------------------
GERALD LEAR


/s/ Eugene Wielepski
------------------------------
EUGENE WIELEPSKI


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


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


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