
<PAGE>

                                      [FORM OF]

                              INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT, dated as of _____________ 1997 (this 
"AGREEMENT"), by and between I. C. Isaacs & Company, Inc., a Delaware 
corporation (the "COMPANY"), and _________________________ ("INDEMNITEE").

                                 W I T N E S S E T H:

     WHEREAS, the Company desires to attract and retain the services of able
persons to serve as its officers and directors;

     WHEREAS, the Company and Indemnitee recognize the increasing difficulty  
in obtaining officers' and directors' liability insurance, the significant 
increase in the cost of such insurance and the general reduction in the 
coverage of such insurance;

     WHEREAS, the Company and Indemnitee further recognize the substantial 
increase in corporate litigation in general, subjecting officers and 
directors to litigation risks at the same time that liability insurance has 
been severely limited; and

     WHEREAS, neither Indemnitee nor the Company regards statutory 
indemnification protection as fully adequate given the present circumstances;

     NOW THEREFORE, the Company and Indemnitee hereby agree as follows:

     1.  (a)  THIRD-PARTY PROCEEDINGS.  The Company shall indemnify 
Indemnitee to the fullest extent of Delaware law, except as otherwise 
provided in Section 3 of this Agreement, if Indemnitee is or was a party or 
is threatened to be made a party to any threatened, pending or completed 
suit, action, proceeding, arbitration or alternative dispute resolution 
mechanism, investigation, administrative hearing, whether civil, criminal, 
administrative or investigative (any such suit, action, proceeding, 
arbitration or alternative dispute resolution mechanism, investigation, 
administrative hearing being referred to herein as a "PROCEEDING") (other 
than an action by or in the right of the Company) by reason of the fact that 
Indemnitee is or was a director, officer, employee or agent of the Company or 
any subsidiary or affiliated entity (each, a "Subsidiary") of the Company, by 
reason of any action or inaction on the part of Indemnitee while an officer 
or director of the Company or any Subsidiary of the Company or by reason of 
the fact that Indemnitee is or was serving at the request of the Company as a 
director, officer, employee or agent of another Person (as defined in Section 
6(d)), against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement (if such settlement is approved in advance by the 
Company, which approval shall not be unreasonably withheld) actually and 
reasonably incurred by Indemnitee in connection with such action or 
proceeding if Indemnitee acted in good faith and in a manner Indemnitee 
reasonably believed to be in or not opposed to the best interests of the 


                                         -1-

<PAGE>


Company and its stockholders, and with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

     (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.  The Company shall 
indemnify Indemnitee to the fullest extent of Delaware law, except as 
otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a 
party or is threatened to be made a party to any threatened, pending or 
completed Proceeding by or in the right of the Company or any subsidiary of 
the Company to procure a judgment in its favor by reason of the fact that 
Indemnitee is or was a director, officer, employee or agent of the Company or 
any Subsidiary of the Company, by reason of any action or inaction on the 
part of Indemnitee while an officer or director of the Company or any 
Subsidiary of the Company or by reason of the fact that Indemnitee is or was 
serving at the request of the Company as a director, officer, employee or 
agent of another Person, against expenses (including attorneys' fees) and, to 
the fullest extent permitted by Delaware law, amounts paid in settlement (if 
such settlement is approved by the Company, which approval shall not be 
unreasonably withheld), in each case to the extent actually and reasonably 
incurred by Indemnitee in connection with the defense or settlement of such 
Proceeding if Indemnitee acted in good faith and in a manner Indemnitee 
reasonably believed to be in or not opposed to the best interests of the 
Company and its stockholders, except that no indemnification shall be made in 
respect of any claim, issue or matter as to which Indemnitee shall have been 
adjudged to be liable to the Company and its stockholders in the performance 
of Indemnitee's duty to the Company and its stockholders unless and only to 
the extent that the Court of Chancery of the State of Delaware, or the court 
in which such action or proceeding shall have been brought or is pending, 
shall determine that in view of all the circumstances of the case, Indemnitee 
is fairly and reasonably entitled to indemnity for expense, and then only to 
the extent that the court shall determine.

          (c) SELECTION OF COUNSEL.  In the event the Company shall be 
obligated under Section 1(a) or (b) hereof to pay the expenses of any 
Proceeding against Indemnitee, the Company shall be entitled to assume the 
defense of such Proceeding, with counsel approved by Indemnitee (who shall 
not unreasonably withhold such approval), upon the delivery to Indemnitee of 
written notice of its election so to do.  After delivery of such notice, 
approval of such counsel by Indemnitee and the retention of such counsel by 
the Company, the Company will not be liable to Indemnitee under this 
Agreement for any fees of counsel subsequently incurred by Indemnitee with 
respect to the same Proceeding, PROVIDED, THAT, (i) Indemnitee shall have the 
right to employ his counsel in any such proceeding at Indemnitee's expense; 
and (ii) if (A) the employment of counsel by Indemnitee has been previously 
authorized in writing by the Company, (B) Indemnitee shall have reasonably 
concluded that there may be a conflict of interest between the Company and 
Indemnitee in the conduct of any such defense and shall have notified the 
company in writing thereof, (C) Indemnitee shall have reasonably concluded 
that there may be a conflict of interest between Indemnitee and other 
indemnitees of the Company being represented by counsel retained by the 
Company in the same proceeding and shall have notified the Company in writing 
thereof, or (D) the Company shall not, in fact, have employed counsel to


                                         -2-

<PAGE>


assume the defense of such proceeding, then the fees and expenses of 
Indemnitee's counsel shall be at the expense of the Company.

     2. CONTRIBUTION. If, when Indemnitee has met the applicable standard of 
conduct, the indemnification provisions set forth in Section 1 should, under 
applicable law, be to any extent unenforceable, then the Company agrees that 
it shall be treated as though it is or was a party to the threatened, pending 
or completed Proceeding in which Indemnitee is or was involved and that the 
Company shall contribute to the amounts paid or payable by Indemnitee as a 
result of such expenses (including attorneys' fees), judgments in third-party 
Proceedings, fines and amounts paid in settlement actually and reasonably 
incurred by Indemnitee in such proportion as is appropriate to reflect the 
relative fault of the Company on the one hand and Indemnitee on the other in 
connection with such action or inaction, or alleged action or inaction, as 
well as any other relevant equitable considerations.

     For purposes of this Section 2, the relative benefit to the Company 
shall be deemed to be the benefits accruing to it and to all of its 
directors, officers, employees and agents (other than Indemnitee), as a group 
and treated as one entity, and the relative benefit to Indemnitee shall be 
deemed to be an amount not greater than Indemnitee's yearly base salary or 
director's compensation as the case may be, from the Company during the first 
year in which the action or inaction, or alleged action or inaction, forming 
the basis for the threatened, pending or contemplated Proceeding was alleged 
to have occurred plus the amount, if any, of monetary benefit and other 
consideration received by Indemnitee in the transaction (s) that gave rise to 
such Proceeding.  The relative fault shall be determined by reference to, 
among other things, the fault of the Company and all of its directors, 
officers, employees and agents (other than Indemnitee), as a group and 
treated as one entity, and such group's relative intent, knowledge, access to 
information and opportunity to have altered or prevented the action or 
inaction, or alleged action or inaction, forming the basis for the 
threatened, pending or contemplated Proceeding, and Indemnitee's relative 
fault in light of such factors on the other hand.

     3. LIMITATIONS TO RIGHTS OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. 
Except as otherwise provided in Sections 9 and 12 of this Agreement, 
Indemnitee shall not be entitled to indemnification or advancement of 
expenses under this Agreement:

          (a)  with respect to any Proceeding initiated, brought or made by 
Indemnitee (i) against the Company, unless a Change in Control(as defined in 
Section 5(b) of this Agreement) shall have occurred, or (ii) against any 
person other than the Company, unless approved in advance by the Board of 
Directors of the Company (the "Board");

          (b)  on account of any suit in which it shall be determined by 
final judgment by a court having jurisdiction in the matter that Indemnitee 
intentionally caused or intentionally contributed to the injury complained of 
with the knowledge that such injury would occur;


                                         -3-
<PAGE>


          (c)  on account of Indemnitee's conduct which shall be determined 
by final judgment by a court having jurisdiction in the mater that Indemnitee 
was knowingly fraudulent, deliberately dishonest, engaged in willful 
misconduct or that Indemnitee received an improper personal benefit;

          (d)  for any expenses incurred by Indemnitee with respect to any 
proceeding instituted by Indemnitee to enforce or interpret this Agreement, 
to the extent that a court of competent jurisdiction determines that any of 
the material assertions made by Indemnitee in such proceeding was not made in 
good faith or was frivolous;

          (e) for expenses or liabilities of any type whatsoever (including, 
but not limited to, judgments, fines, ERISA excise taxes or penalties and 
amounts paid in settlement) which have been paid directly to Indemnitee by an 
insurance carrier under a policy of officers' and directors' liability 
insurance maintained by the Company;

          (f) for expenses or the payment of profits arising from the 
purchase and sale by Indemnitee of securities in violation of Section 16(b) 
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or 
any similar successor statute; or

          (g) if it shall be determined by final judgment by a court having 
jurisdiction in the matter that such indemnification is not lawful.

     4. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.  (a)  
To obtain indemnification under this Agreement, Indemnitee shall submit to 
the Company a written request, including such documentation and information 
as is reasonably available to Indemnitee and is reasonably necessary to 
determine whether and to what extent Indemnitee is entitled to 
indemnification.  The Secretary of the Company shall, promptly upon receipt 
of such a request for indemnification, advise the Board in writing that 
Indemnitee has requested indemnification.

          (b)  Upon written request by Indemnitee for indemnification, a 
determination with respect to Indemnitee's entitlement thereto shall be made 
in the specific case as follows:

               (i)  if a Change in Control (as defined in section 5(b) of 
this Agreement) shall have occurred, by Independent Counsel (as defined in 
Section 5(a) of this Agreement) in a written opinion to the Board, a copy of 
which shall be delivered to Indemnitee (unless Indemnitee shall request that 
such determination be made by the Board or the Stockholders, in which case 
the determination shall be made in the manner provided below in clause (ii); 
or

               (ii) if a Change in Control shall not have occurred, (A) by 
the Board by a majority vote of a quorum consisting of disinterested 
directors, (B) if a quorum of the Board consisting of disinterested directors 
is not obtainable or, even if obtainable, such quorum of disinterested 
directors so directs, by Independent Counsel in a written opinion to the 
Board, a copy of which shall be delivered to Indemnitee or (C) by the 
stockholders of the Company.

                                         -4-

<PAGE>


          (c)  If it is so determined that Indemnitee is entitled to 
indemnification, payment to Indemnitee shall be made within ten (10) days 
after such determination.  Indemnitee shall cooperate with the person, 
persons or entity making such determination with respect to Indemnitee's 
entitlement to indemnification, including providing to such person, persons 
or entity upon reasonable advance request any documentation or information 
that is not privileged or otherwise protected from disclosure and that is 
reasonably available to Indemnitee and reasonably necessary to such 
determination.  Any costs or expenses (including attorneys' fees and 
disbursements) incurred by Indemnitee in so cooperating shall be borne by the 
Company (irrespective of the determination as to Indemnitee's entitlement to 
indemnification) and the Company hereby indemnifies and agrees to hold 
Indemnitee harmless therefrom.

          (d) If a Change in Control shall not have occurred, the Independent 
Counsel shall be selected by the Board, and the Company shall give written 
notice to Indemnitee advising him of the identity of the Independent counsel 
so selected. If a Change in Control shall have occurred, the Independent 
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that 
such selection be made by the Board), and Indemnitee shall give written 
notice to the Company advising it of the identity of the Independent Counsel 
so selected.  In either event, Indemnitee or the Company, as the case may be, 
a written objection to such selection.  Such objection may be asserted only 
on the ground that the Independent Counsel so selected may not serve as 
Independent Counsel unless and until a court has determined that such 
objection is without merit.  If, twenty (20) days after submission by 
Indemnitee of a written request for indemnification pursuant to Section 4 
hereof, no Independent Counsel shall have been selected or if selected, shall 
have been objected to, in accordance with this Section 4(d), either the 
Company or Indemnitee may petition the Court of Chancery of the State of 
Delaware or other court of competent jurisdiction for resolution of any 
objection which shall have been made by the Company or Indemnitee to the 
other's selection of Independent Counsel and/or for the appointment as 
Independent Counsel of a person selected by the court or by such other person 
as the court shall designate.  The person with respect to whom an objection 
is favorably resolved or the person so appointed shall act as Independent 
Counsel under Section 4 hereof.  The Company shall pay any and all reasonable 
fees and expenses incident to the procedures of this Section 4, including 
reasonable fees and expenses incurred by such Independent Counsel regardless 
of the manner in which such Independent Counsel was selected or appointed.  
Upon the due commencement of any judicial proceeding or arbitration pursuant 
to Section 12 of this Agreement, Independent Counsel shall be discharged and 
relieved of any further responsibility in such capacity (subject to the 
applicable standards of professional conduct then prevailing).

     5. (a) "Independent Counsel" means a law firm or a member of a law firm 
that neither at the time in question, nor in the five years immediately 
preceding such time has been retained to represent (i) the Company or 
Indemnitee in any matter material to either such party or (ii) any other 
party to the proceeding giving rise to a claim for indemnification under this 
Agreement. Notwithstanding the foregoing, the term "Independent Counsel" 
shall not include any person who, under the applicable standards of 
professional conduct then prevailing under the law of the

                                         -5-

<PAGE>


State of Delaware, would be precluded from representing either the Company or 
Indemnitee in an action to determine Indemnitee's rights under this Agreement.

          (b) "Change in Control" means the occurrence of any of the 
following events:

               (i)  the Company is merged, consolidated or reorganized into 
or with another corporation or other entity, and as a result of such merger, 
consolidation or reorganization less than a majority of the combined voting 
power of the then-outstanding securities of such corporation or entity 
immediately after such transaction are held in the aggregate by the holders 
of voting stock immediately prior to such transaction;

               (ii) the Company sells or otherwise transfers all or 
substantially all of its assets to another corporation or other entity in 
which, after giving effect to such sale or transfer, the holders of voting 
stock of the Company immediately prior to such sale or transfer hold in the 
aggregate less than a majority of the combined voting power of the 
then-outstanding securities of such other corporation; 

               (iii) there is a report filed on Schedule 13D or Schedule 
14D-1 (or any successor schedule, form or report or item therein), each as 
promulgated pursuant to the Exchange Act, disclosing that any person or 
entity, other than any shareholder of the Company (and its affiliates) owning 
10% or more of the Company's voting stock on the date hereof, has become the 
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 
or any successor rule or regulation promulgated under the Exchange Act) of 
securities representing 50% or more of the combined voting power of the 
Company's voting stock; or

               (iv) if during any period of two consecutive years individuals 
who at the beginning of any such period constitute the Board cease for any 
reason to constitute at least a majority thereof; PROVIDED, HOWEVER, that for 
purposes of this clause (iv) each director of the Company who is first 
elected, or first nominated for election by the Company's stockholders, by a 
vote of at least majority of the directors of the Company (or a committee of 
the Board) then still in office who were directors of the Company at the 
beginning of any such period shall be deemed to have been a director of the 
Company at the beginning of such period.

     Notwithstanding the provisions of clause (iii) above, unless otherwise 
determined in the specific case by majority vote of the Board, a "Change in 
Control" shall not be deemed to have occurred solely because the Company, any 
subsidiary or any employee stock ownership plan or any other employee benefit 
plan of the Company or any subsidiary either files or becomes obligated to 
file a report or a proxy statement under or in response to Schedule 13D, 
Schedule 14D-1 or Schedule 14A (or any successor schedule, form or report or 
item therein) under the Exchange Act disclosing beneficial ownership by it of 
shares of voting stock of the Company, whether in excess of 50% or otherwise, 
or because the Company reports that a change in control of the Company has 
occurred or will occur in the future by reason of such beneficial ownership.


                                         -6-
<PAGE>


     6. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.  (a) In making a 
determination with respect to entitlement to indemnification hereunder, the 
person, persons or entity making such determination shall presume that 
Indemnitee is entitled to indemnification under this Agreement if Indemnitee 
has submitted a request for indemnification in accordance with Section 4 of 
this Agreement, and the Company shall bear the burden of proof to rebut that 
presumption in connection with the making by any person, persons or entity of 
any determination contrary to that presumption.

               (b)  The termination of any Proceeding or of any claim, issue 
or matter therein by judgment, order, settlement or conviction, or upon a 
plea of nolo contendere or its equivalent, shall not (except as otherwise 
expressly provided in this Agreement) of itself adversely affect the right of 
Indemnitee to indemnification or create a presumption that Indemnitee did not 
act in good faith and in a manner which he reasonably believed to be in or 
not opposed to the best interests of the Company, or, with respect to any 
criminal action or proceeding, that Indemnitee had reasonable cause to 
believe that his conduct was unlawful.

               (c)  Indemnitee's conduct with respect to an employee benefit 
plan for a purpose he reasonably believed to be in the interests of the 
participants in and beneficiaries of the plan shall be deemed to be conduct 
that Indemnitee reasonably believed to be in or not opposed to the best 
interests of the Company.

               (d)  For purposes of any determination hereunder, Indemnitee 
shall be deemed to have acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the Company, or, 
with respect to any criminal action or proceeding, to have had no reasonable 
cause to believe his conduct was unlawful, if his action was based on (i) the 
records or books of account of the Company or another Person, including 
financial statements, (ii) information supplied to him by the officers of the 
Company or another Person in the course of their duties, (iii) the advice of 
legal counsel for the Company or another Person, or (iv) information or 
records given or reports made to the Company or another Person by an 
independent certified public accountant or by an appraiser or other expert 
selected with reasonable care by the Company or another Person.  the term 
"another Person" as used in this Agreement shall mean any other corporation 
or any partnership, joint venture, trust, employee benefit plan or other 
enterprise of which Indemnitee is or was serving at the request of the 
Company as an officer, director, partner, trustee, employee or agent.  The 
provisions of this Section 6(d) shall not be deemed to limit in any way the 
other circumstances in which Indemnitee may be deemed to have met the 
applicable standard of conduct set forth in Section 1.

     7. SUCCESS ON MERITS OR OTHERWISE.  Notwithstanding any other provision 
of this Agreement, to the extent that Indemnitee has been successful on the 
merits or otherwise in defense of any action, suit or proceeding described in 
Section 1 hereof, or in defense of any claim, issue or matter therein, he 
shall be indemnified against expenses (including attorneys' fees) actually 
and reasonably incurred by him in connection with the investigation, defense, 
settlement or appeal thereof.  For purposes of this Section 7, the term 
"successful on the merits or otherwise" shall include, but not be limited to, 
(i) any termination, withdrawal or dismissal (with

                                         -7-
<PAGE>


or without prejudice) of any Proceeding against Indemnitee without any 
express finding of liability or guilt against him, (ii) the expiration of 180 
days after the making of any claim or threat of a Proceeding without the 
institution of the same and without any promise of payment or payment made to 
induce a settlement or (iii) the settlement of any Proceeding under Section 
1, pursuant to which Indemnitee pays less than $10,000.

     8. PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any 
provision of this Agreement to indemnification by the Company for some or a 
portion of the claims, damages, expenses (including attorneys' fees), 
judgments, fines or amounts paid in settlement by Indemnitee in connection 
with the investigation, defense, settlement or appeal of any Proceeding 
specified in Section 1, but not, however, for the total amount thereof, the 
Company shall nevertheless indemnify Indemnitee for the portion thereof to 
which Indemnitee is entitled.  The party or parties making the determination 
shall determine the portion (if less than all) of such claims, damages, 
expenses (including attorneys' fees), judgments, fines or amounts paid in 
settlement for which Indemnitee is entitled to indemnification under this 
Agreement.

     9. COSTS.  All the costs of making the determination required by Section 
4 hereof shall be borne solely by the Company, including, but not limited to, 
the costs of legal counsel, proxy solicitations and judicial determinations. 
The Company shall also be solely responsible for paying (i) all reasonable 
expenses incurred by Indemnitee to enforce this Agreement, including, but not 
limited to, the costs incurred by Indemnitee to obtain court-ordered 
indemnification pursuant to Section 12, regardless of the outcome of any such 
application or proceeding, and (ii) all costs of defending any Proceedings 
challenging payments to Indemnitee under this Agreement.

     10. ADVANCE OF EXPENSES. The Company shall advance all expenses incurred 
by or on behalf of Indemnitee in connection with any Proceeding within twenty 
(20) days after the receipt by the Company of a statement or statements from 
Indemnitee requesting such advance or advances from time to time, whether 
prior to or after final disposition of such Proceeding.  Such statement or 
statements shall reasonably evidence the expenses incurred by Indemnitee and 
shall include or be preceded or accompanied by an undertaking by or on behalf 
of Indemnitee to repay any expenses advanced if it shall ultimately be 
determined that Indemnitee is not entitled to be indemnified against such 
expenses, which undertaking shall be accepted by or on behalf of the Company 
with reference to the financial ability of Indemnitee to make repayment, and 
without the pledging of any security by Indemnitee.  Notwithstanding 
Indemnitee's above-described rights to advancement of expenses, no advance of 
expenses shall be made in the circumstances proscribed by Section 3(a).  
Notwithstanding any other provision of this Agreement, if Indemnitee requests 
an adjudication or an award in arbitration pursuant to the provisions of 
Section 12 below in order to establish an entitlement to indemnification or 
advancement of expenses, any determination made pursuant to Section 4 of this 
Agreement that Indemnitee is not entitled to indemnification or to receive 
advancement of expenses shall not be binding and Indemnitee shall not be 
required to reimburse the Company for any expense advance unless and until a 
final judicial determination or award in arbitration is made with respect 
thereto as to which all rights of appeal therefrom have been exhausted or 
lapsed.


                                         -8-
<PAGE>


     11. INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Not withstanding any 
other provision of this Agreement, to the extent that Indemnitee is, by 
reason of any event or occurrence related to the fact that Indemnitee is or 
was a director, officer, employee or agent of the Company or any subsidiary 
of the Company, or is or was serving at the request of the Company as a 
director, officer, employee or agent of another Person, a witness in any 
Proceeding, whether instituted by the Company or any other party, and to 
which Indemnitee is not a party, he shall be indemnified against all expenses 
actually and reasonably incurred by him or on his behalf in connection 
therewith.

     12. ENFORCEMENT.  (a) If a claim for indemnification or advancement of 
expenses made to the Company pursuant to Section 3 or 10 is not timely paid 
in full to Indemnitee by the Company as required by Section 3 or 10, 
respectively, Indemnitee shall be entitled to seek judicial enforcement of 
the Company's obligations to make such payment in an appropriate court of the 
State of Delaware or any other court of competent jurisdiction.  In the event 
that a determination is made that Indemnitee is not entitled to 
indemnification or advancement of expenses hereunder, (i) Indemnitee may seek 
a de novo adjudication of Indemnitee's entitlement to such indemnification or 
advancement either, at Indemnitee's sole option, or (A) an appropriate court 
of the State of Delaware or any other court of competent jurisdiction or (B) 
an arbitration to be conducted by a single arbitrator pursuant to the rules 
of the American Arbitration Association; (ii) any such judicial proceeding or 
arbitration shall not in any way be prejudiced by, and Indemnitee shall not 
be prejudiced in any way by such adverse determination; and (iii) in any such 
judicial proceeding or arbitration the Company shall have the burden of 
proving that Indemnitee is not entitled to indemnification or advancement of 
expenses under this Agreement. Indemnitee shall commence a proceeding seeking 
an adjudication of Indemnitee's right to indemnification or advancement of 
expenses pursuant to the preceding sentence within one year following the 
date on which Indemnitee first has the right to commence such proceeding 
pursuant to this Section 12(a); PROVIDED, HOWEVER,  that the foregoing time 
limitation shall not apply in respect of a proceeding brought by Indemnitee 
to enforce Indemnitee's rights under Section 7 hereof.

               (b) The Company shall be precluded from asserting in any 
judicial proceeding or arbitration commenced pursuant to the provisions of 
Section 12(a) that the procedures and presumptions of this Agreement are not 
valid, binding and enforceable and shall stipulate in any such court or 
before any such arbitrator that the Company is bound by all the provisions of 
this Agreement.

               (c)  In any action brought under this Section 12, it shall be 
a defense to a claim for indemnification (other than an action brought to 
enforce a claim for advancement of expenses) that Indemnitee has not met the 
standards of conduct which make it permissible under Delaware law for the 
Company to indemnify Indemnitee for the amount claimed.  The burden of 
proving such defense shall be on the Company.

               (d)  It is the intent of the Company that Indemnitee not be 
required to incur the expenses associated with the enforcement of his rights 
under this Agreement by litigation or

                                         -9-
<PAGE>


other legal action because the cost and expense thereof would substantially
detract from the benefits intended to be extended to Indemnitee hereunder. 
Accordingly, if it should appear to Indemnitee that the Company has failed to
comply with any of its obligations under this Agreement or in the event that the
Company or any other person takes any action to declare this Agreement void or
unenforceable, or institutes any proceeding designed (or having the effect of
being designed) to deny, or to recover from Indemnitee the benefits intended to
be provided to Indemnitee hereunder the Company irrevocably authorizes
Indemnitee from time tot time to retain counsel of his choice, at the expense of
the Company as hereafter provided, to represent Indemnitee in connection with
the initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction.  Regardless of the outcome
thereof, but subject to Indemnitee having acted in good faith, the Company shall
pay and be solely responsible for any and all costs, charges and expenses,
including attorneys' and others' fees and expenses, incurred by Indemnitee (i)
as a result of the Company's failure to perform this Agreement or any provision
thereof, or (ii) as a result of the Company's or any person's contesting the
validity or enforceability of this Agreement or any provision thereof as
aforesaid.

     13. LIABILITY INSURANCE AND FUNDING.  To the extent the Company 
maintains an insurance policy or policies providing directors' and officers' 
liability insurance, Indemnitee shall be covered by such policy or polices, 
in accordance with its or their terms, to the maximum extent of the coverage 
available for any director or officer of the Company.  If, at the time of the 
receipt of a notice of a claim pursuant to Section 4 hereof, the Company has 
directors' and officers' liability insurance in effect, the Company shall 
give prompt notice of the commencement of such proceeding to the insurers in 
accordance with the procedures set forth in the respective policies.  The 
Company shall thereafter take all necessary or desirable action to cause such 
insurers to pay, on behalf of Indemnitee, all amounts payable as a result of 
such proceeding in accordance with the terms of such policies.  The Company 
shall have no obligation to obtain or maintain such insurance.

     14. MERGER OR CONSOLIDATION.  In the event that the Company shall be a 
constituent corporation in a merger, consolidation or other reorganization, 
the Company shall require as a condition thereto, (a) if it shall not be the 
surviving, resulting or other corporation therein, the surviving, resulting 
or acquiring corporation to agree to indemnify Indemnitee to the full extent 
provided herein, and (b) whether or not the Company is the surviving, 
resulting or acquiring corporation therein, Indemnitee shall also stand in 
the same position under this Agreement with respect to the surviving, 
resulting or acquiring corporation as Indemnitee would have with respect to 
the Company if the Company's separate existence had continued.

     15. NONDISCLOSURE OF PAYMENTS.  Except as expressly required by federal 
securities laws or other applicable laws, Indemnitee shall not disclose any 
payments made under this Agreement, whether indemnification or advancement of 
expenses, unless prior written approval of the Company is obtained.  Any 
payments to Indemnitee that must be disclosed shall, unless otherwise 
required by law, be described only in the Company proxy or information 
statements relating to special and/or annual meetings of the Company's 


                                         -10-
<PAGE>


stockholders, and the Company shall afford Indemnitee the reasonable 
opportunity to review all such disclosures and, if requested, to explain in 
such statement any mitigating circumstances regarding the events reported.

     16. NONEXCLUSIVITY AND SEVERABILITY; SUBROGATION.  (a) The right to 
indemnification and advancement of expenses provided by this Agreement shall 
not be exclusive of any other rights to which Indemnitee may be entitled 
under the Amended and Restated Certificate of Incorporation (the 
"Certificate") or Amended and Restated Bylaws (the "Bylaws") of the Company, 
Delaware law, any other statute, insurance policy, agreement, vote of 
stockholders of the Company or of the Board (or otherwise), both as to 
actions in his official capacity and as to actions in another capacity while 
holding such office, and shall continue after Indemnitee has ceased to be a 
director or officer of the Company and shall inure to the benefit of his 
heirs, executors and administrators; PROVIDED, HOWEVER, that to the extent 
Indemnitee otherwise would have any greater right to indemnification and/or 
advancement of expenses under any provision of the Certificate or the Bylaws 
of the Company, Indemnitee shall be deemed to have such greater right 
pursuant to this Agreement; and, PROVIDED, FURTHER, that to the extent that 
any change is made to the Delaware law (whether by legislative action or 
judicial decision), the Certificate and/or the Bylaws that permits any 
greater right to indemnification and/or advancement of expenses than that 
provided under this Agreement as of the date hereof, Indemnitee shall be 
deemed to have such greater right pursuant to this Agreement.  No amendment, 
alteration, or repeal of this Agreement or of any provision hereof shall 
limit or restrict any right of Indemnitee under this Agreement in respect of 
any action taken or omitted by such Indemnitee prior to such amendment, 
alteration, or repeal.

               (b)  If any provision or provisions of this Agreement are held 
to be invalid, illegal or unenforceable for any reason whatsoever:  (i) the 
validity, legality and enforceability of the remaining provisions of this 
Agreement (including, without limitation, all portions of any provisions of 
this Agreement containing any such provision held to be invalid, illegal or 
unenforceable, that are not themselves invalid, illegal or unenforceable) 
shall not in any way be affected or impaired thereby and (ii) to the fullest 
extent possible, the provisions of this Agreement (including, without 
limitation, all portions of any provisions of this Agreement containing any 
such provision held to be invalid, illegal or unenforceable, that are not 
themselves invalid, illegal or unenforceable) shall be construed so as to 
give effect to the intent manifested by the provision held invalid, illegal 
or unenforceable.

               (c)  In the event of any payment under this Agreement, the 
Company shall be subrogated to the extent of such payment to all of the 
rights of recovery of Indemnitee, who shall execute all papers required and 
take all actions necessary to secure such rights, including execution of such 
documents as are necessary to enable the Company to bring suit to enforce 
such rights.

     17. NOTICES.  All notices, requests, demands and other communications 
under this Agreement shall be in writing and shall be deemed duly given (i) 
if delivered by hand and receipted for by the party addressed, on the date of 
such receipt, or (ii) if mailed by domestic


                                         -11-
<PAGE>


certified or registered mail with postage prepaid, on the third business day
after the date postmarked.  Addresses for notice to either party are as shown on
the signature page of this Agreement, or as subsequently modified by written
notice.

     18. MUTUAL ACKNOWLEDGMENT.  Both the Company and Indemnitee acknowledge 
that in certain instances federal law or public policy may override 
applicable state law and prohibit the Company from indemnifying its directors 
and officers under this Agreement or otherwise.  For example, the Company and 
Indemnitee acknowledge that the Securities and Exchange Commission (the 
"COMMISSION") has taken the position that indemnification is not permissible 
for liabilities arising under certain federal securities laws, and federal 
legislation prohibits indemnification for certain ERISA violations.  
INDEMNITEE understands and acknowledges that the Company has undertaken or 
may be required in the future to undertake with the Commission to submit the 
question of indemnification to a court in certain circumstances for a 
determination of the Company's right under public policy to indemnify 
Indemnitee.

     19. GOVERNING LAW.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Delaware, without giving effect to 
principles of conflict of laws.

     20.  CONSENT TO JURISDICTION.  The Company and Indemnitee each hereby 
irrevocably consent to the jurisdiction of the courts of the State of 
Delaware for all purposes in connection with any action, suit or proceeding 
which arises out of or relates to this Agreement.

     21. IDENTICAL COUNTERPARTS.  This Agreement may be executed in one or 
more counterparts, each of which shall for all purposes be deemed to be an 
original but all of which together shall constitute one and the same 
Agreement.  Only one such counterpart signed by the party against whom 
enforcement is sought needs to be produced to evidence the existence of this 
Agreement.

     22. MODIFICATION; SURVIVAL.  This Agreement may be modified only by an 
instrument in writing signed by both parties hereto.  The provisions of this 
Agreement shall survive the death, disability or incapacity of Indemnitee or 
the termination of Indemnitee's service as a director or officer of the 
Company and shall inure to the benefit of Indemnitee's heirs, executors and 
administrators.

     IN WITNESS WHEREOF, the parties hereto have executed this agreement as 
of the date first above written.

INDEMNITEE:                             I. C. ISAACS & COMPANY, INC.

_______________________________         By:  _______________________________
                                             Title:

                                         -12-


